<PAGE>

                                 SUBLEASE AGREEMENT
                                          
                                     SUBLESSOR:
                                          
                                          
                              WELLS FARGO BANK, N.A.,
                           A NATIONAL BANKING ASSOCIATION
                                          
                                          
                                          
                                          
                                     SUBLESSEE:
                                          
                         GREASE MONKEY INTERNATIONAL, INC.,
                               A COLORADO CORPORATION
                                          
                                          
                                          
                                          
                                          
                                PREMISES LOCATED AT:
                                          
                                  633 17TH STREET
                                  DENVER, COLORADO

<PAGE>

                                 SUBLEASE AGREEMENT

                THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered 
into as of the 10th day of April, 1998, by and between WELLS FARGO BANK, 
N.A., a national banking association ("Sublessor"), and GREASE MONKEY 
INTERNATIONAL, a Colorado corporation ("Sublessee").

                                      RECITALS

                A.      Sublessor is presently the lessee of certain office 
premises (the "Master Premises") consisting of the basement and the first 
through twelfth floors of that certain office building commonly known as 633 
17th Street, Denver, Colorado (the "Building") pursuant to an Indenture of 
Lease dated as of January 25, 1973 (the "Original Lease"), between 
U.I.D.C.-Denver, Inc. ("UIDC"), as landlord, and The First National Bank of 
Denver ("FNB"), as tenant.  The Original Lease was amended by instruments 
dated as of July 15, 1974, January 1, 1975, April 21, 1978, April 10, 1981, 
November 30, 1981, January 1, 1985, May 1, 1985 and February 3, 1987, and as 
so amended is hereinafter referred to as the "Master Lease").  Prudential 
Insurance Company of America ("Master Lessor") has succeeded to the interests 
of UIDC as the landlord under the Master Lease, and Sublessor has succeeded 
to the interests of FNB as the tenant under the Master Lease.

                B.      Sublessor desires to sublease a portion of the Master 
Premises (the "Sublease Premises") to Sublessee, and Sublessee desires to 
sublease the Sublease Premises from Sublessor, pursuant to the terms, 
covenants and conditions set forth below.

                C.      Except as expressly set forth below, all capitalized 
terms used below without definition shall be as defined in the Basic Sublease 
Information contained in Article 1 below.


                                   AGREEMENT

                NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the 
receipt and sufficiency of which are hereby acknowledged, and intending to be 
legally bound hereby, the parties hereby agree as follows:

                1.      BASIC SUBLEASE INFORMATION.  The information set 
forth in this Section (the "Basic Sublease Information") is intended to 
supplement or summarize the provisions set forth in the balance of this 
Sublease.  Each reference in this Sublease to any of the terms set forth 
below shall mean the respective information set forth next to such term as 
amplified, construed or supplemented by any particular section of the 
Sublease pertaining to such information.  In the event of a conflict between 
the provisions of this Section and the balance of the Sublease, the balance 
of the Sublease shall control.

<PAGE>

Sublessor:      WELLS FARGO BANK, N.A., a national banking association

Sublessor's     Wells Fargo Bank, N.A.
Address:        Corporate Properties Group
                111 Sutter Street, 22nd Floor
                San Francisco, California 94163
                Attn: Lease Administration

                with copy to:

                Wells Fargo Bank, N.A.
                Corporate Properties Group
                333 South Grand Avenue, Suite 700
                Los Angeles, California 90071
                Attn: Manager

Sublessee:      GREASE MONKEY INTERNATIONAL, INC., a Colorado corporation

Sublessee's
Tax ID No.:     84-0769552

Sublessee's     Prior to the Commencement Date:
Address:        
                Grease Monkey International, Inc.
                216 Sixteenth Street, Suite 1100
                Denver, Colorado 80202
                Attn:  Dana Cohen

                Following the Commencement Date:
        
                Grease Monkey International, Inc.
                633 17th Street, Suite 400
                Denver, Colorado 80202
                Attn:  Dana Cohen
        
Sublease
Premises:       That portion of the Master Premises consisting of the entire
                fourth floor of the Building, comprising approximately 17,907
                square feet of "Rentable Area" (as hereinafter defined), as
                delineated on EXHIBIT A attached hereto.  The actual rentable
                square footage ("Rentable Area") of the Sublease Premises shall
                be determined based on the approved "Space Plan" (as defined in
                the "Work Letter") in accordance with the Standard Method for
                Measuring Floor Area in Office Buildings, ANSI Z65.1-1996, as
                promulgated by the Building Owners and Managers Association
                (BOMA) International for calculating rentable area in office
                buildings

                                       3

<PAGE>

Permitted
Use:            Business and professional offices consistent with the character
                of the Building as a "Class-A" office building

Monthly
Base Rent:      The Monthly Base Rent shall be as set forth in Section 5.2 of
                this Sublease.

Security
Deposit:        $55,000.00, payable contemporaneously with the execution of this
                Sublease by Sublessee

Sublessee's
Share:          8.27%, representing the ratio that the Rentable Area of the
                Sublease Premises bears to the Rentable Area of the Master
                Premises

Term:           Approximately ten years and four months, commencing as of the
                Commencement Date and expiring, unless earlier terminated in
                accordance with the terms of this Sublease, on the Expiration
                Date

Commence-
ment Date:      The latter of June 27, 1998 or upon tender of possession of the
                Sublease Premises to Sublessee in accordance with the "Work
                Letter" (as hereinafter defined)

Expiration 
Date:           The last day of the calendar month in which the day which is ten
                years and four months after the Commencement Date occurs

                2.      SUBLEASE.

                        2.1     PREMISES.  Sublessor hereby subleases to
        Sublessee, and Sublessee hereby subleases from Sublessor, the Sublease
        Premises upon all of the terms, covenants and conditions in this
        Sublease.  

                        2.2     SUBLEASE SUBJECT TO MASTER LEASE.  This Sublease
        is and shall be at all times subject to all of the terms, covenants and
        conditions of the Master Lease, attached hereto as EXHIBIT B, and shall
        in all respects be limited to the estate granted to Sublessor by Master
        Lessor pursuant to the Master Lease.  Excluding only the obligations
        with regard to the payment of basic rental and excluding any rights, if
        applicable, with regard to extension options, expansion options, options
        to purchase, or rights of first refusal contained in the Master Lease,
        Sublessee assumes and agrees to be bound by the terms of and to perform
        all of the obligations and duties of Sublessor under the Master Lease
        with respect to the Sublease Premises, as if Sublessee were the tenant
        named thereunder.  Sublessee shall not commit or permit to be committed
        any act or omission which shall violate any terms, covenants or
        conditions of the Master Lease.  Sublessee agrees that it shall promptly
        forward to Sublessor any and all notices or other communications
        received by Sublessee from the Master Lessor under the Master Lease. 
        Sublessee acknowledges that Sublessor has no duty or obligation to
        Sublessee under the 

                                       4

<PAGE>

        Master Lease other than to maintain the Master Lease in full force 
        and effect during the Term of this Sublease.  In the event that the 
        Master Lease shall terminate for any reason prior to the Expiration 
        Date of this Sublease through no fault of Sublessor,  this Sublease 
        shall also terminate and the parties hereunder shall have no further 
        obligations or liabilities to each other; provided that any such 
        termination shall not impair the rights of Sublessor under Section 17 
        hereof.  Where any approval or consent shall be required of Master 
        Lessor pursuant to the provisions of the Master Lease, Sublessor may, 
        without limitation, condition its approval or consent upon 
        Sublessee's obtaining the approval or consent of the Master Lessor.  
        To the extent that the terms of this Sublease are more restrictive 
        than the terms of the Master Lease, the terms of this Sublease shall 
        prevail.  

                        2.3     DELIVERY OF POSSESSION.  The parties contemplate
        that the Sublease Premises shall be remodeled and improved as set forth
        in the Work Letter (the "Work Letter") attached hereto as EXHIBIT C. 
        Sublessor shall deliver the Sublease Premises to Sublessee upon
        substantial completion of the Improvements, as defined in, and in the
        manner required by, the Work Letter.  Upon delivery of possession, the
        Sublease Premises shall be in broom clean condition and, except for the
        Improvements, in substantially the same condition as the Sublease
        Premises are in as of the date of this Sublease, reasonable wear and
        tear excepted.  Sublessor shall use commercially reasonable efforts to
        complete the Improvements on or before June 27, 1998; provided, that in
        no event shall failure by Sublessor to complete the Improvements and
        deliver the Sublease Premises to Sublessee by such date result in
        termination of this Sublease or liability to Sublessor.  Notwithstanding
        anything to the contrary herein, if Sublessor fails to deliver the
        Sublease Premises to Sublessee on or before September 1, 1998 (which
        date shall be extended by any period of delay caused by an event of
        "Force Majeure" (as hereinafter defined) or the acts or omissions of
        Sublessee), Sublessee may by 30 days advance written notice to Sublessor
        terminate this Sublease, provided that if Sublessor shall tender
        possession of the Sublease Premises to Sublessee within such 30-day
        period, such termination notice shall not be effective and this Sublease
        shall not terminate.  In the event of any such termination, this
        Sublease shall be of no force or effect and the parties shall have no
        further rights, obligations or liabilities to each other with regard to
        the subject matter hereof.

                        2.4     PARKING.  So long as no "Event of Default" (as
        hereinafter defined) exists, Sublessee shall have the non-exclusive
        right to rent and use, on a monthly basis, up to one parking space in
        the parking facility serving the Building commonly known as the "Plaza
        Parking Garage" (the "Garage") for every 1,000 square feet of Rentable
        Area within the Sublease Premises.  In addition, Sublessee shall have
        the non-exclusive right to use in common with other tenants of the
        Building on an "as-available" basis short-term or daily parking spaces
        within the Garage.  Sublessee's right to use such parking spaces shall
        be subject to all rules and regulations applicable thereto from time to
        time imposed by Master Lessor or any third party operator of the Garage,
        including, without limitation, payment of parking rent and other fees
        assessed for the use of such parking spaces.

                                       5

<PAGE>

                3.      CONDITION OF SUBLEASE PREMISES.

                        3.1     DUE DILIGENCE INVESTIGATION.  As of the date of
        this Sublease, Sublessee acknowledges that Sublessee has conducted or
        has had the opportunity to conduct a comprehensive investigation ("Due
        Diligence Investigation") of the Sublease Premises and all other matters
        which in Sublessee's judgment may affect the value or suitability of the
        Sublease Premises for Sublessee's purposes or which may influence
        Sublessee's willingness to enter this Sublease, including, without
        limitation, an inspection or examination of (i) the physical condition,
        size and configuration of the Sublease Premises, including access,
        parking, location or accessibility of utilities, the condition of the
        improvements, or the existence of any hazardous materials; (ii) the
        Master Lease; (iii) title; (iv) taxes, (v) income and expense data, (vi)
        insurance costs, (vii) permissible uses and zoning or development
        entitlements; (viii) any applicable covenants, conditions and
        restrictions; and (ix) compliance with any federal, state or local law,
        statute, rule or regulation now or hereafter in effect, including,
        without limitation, the Americans With Disabilities Act of 1990, 42
        U.S.C. Section 12101 (the "ADA").

                        3.2     REPRESENTATIONS AND WARRANTIES; DISCLAIMER. 
        Sublessor represents and warrants to Sublessee that:  (i) to the best of
        Sublessor's knowledge, without investigation, there are no hazardous
        substances present upon the Sublease Premises in violation of any
        applicable law or regulation; and (ii) upon completion of the Base
        Building Improvements (as defined in the Work Letter), the Sublease
        Premises will, to the best of Sublessor's knowledge, comply with all
        applicable requirements of the ADA.  Sublessee acknowledges that
        Sublessor would not sublease the Sublease Premises except on an "AS-IS"
        basis, and agrees that (i) subject to completion of the Improvements,
        Sublessee accepts the Sublease Premises "AS-IS" and with all faults;
        (ii) except as expressly set forth in this Section 3.2, neither
        Sublessor nor any of its officers, agents, employees or representatives
        has made any representations or warranties of any kind or nature,
        whether express or implied, with respect to the Sublease Premises or any
        of the matters relating thereto (including without limitation the
        matters referred to in Section 3.1 above); (iii) Sublessor has no duty
        to make any disclosures concerning the condition of the Sublease
        Premises and/or the fitness of the Sublease Premises for Sublessee's
        intended use, and Sublessee expressly waives any duty which Sublessor
        might have to make any such disclosures; (iv) Sublessee is relying
        solely on Sublessee's own Due Diligence Investigation; (v) neither
        Sublessor nor Master Lessor (except as expressly provided in the Master
        Lease) shall be required to perform any work of construction,
        alteration, repair or maintenance of or to the Sublease Premises, except
        as expressly provided in the Work Letter; and (vi) in the event
        Sublessee subleases all or any portion of the Sublease Premises or
        assigns its interest in this Sublease, Sublessee shall indemnify and
        defend Sublessor (in accordance with Section 17 below) for, from and
        against any matters which arise as a result of Sublessee's failure to
        disclose any relevant information about the Sublease Premises to any
        subtenant or assignee of Sublessee.  If Sublessor obtains or has
        obtained or provides to Sublessee any services, opinions, or work
        product of surveyors, architects, soil engineers, environmental
        auditors, engineers, title insurance companies, governmental authorities
        or any other person or entity with respect to the Sublease Premises,
        Sublessee and Sublessor agree that 

                                       6

<PAGE>

        Sublessor does so only for the convenience of the parties, Sublessor 
        does not vouch for the accuracy or completeness of any such items and 
        the reliance of Sublessee upon any such items shall not create or 
        give rise to any liability of or against Sublessor.

                        3.3     RELEASE.  Except as to the representations and
        warranties expressly set forth in this Article 3, Sublessee hereby fully
        releases and discharges Sublessor, and its officers, directors,
        employees and agents, from and relinquishes all rights, claims and
        actions that Sublessee may have against Sublessor, or its officers,
        directors, employees or agents which arise out of or are in any way
        connected with the condition of the Sublease Premises and the matters
        addressed in this Article 3, including but not limited to the matters
        referred to in Section 3.1 above.  This release applies to all described
        rights, claims, and actions, whether known or unknown, foreseen or
        unforeseen, present or future.  

                4.      TERM.  

                        4.1     TERM.  All obligations of Sublessee hereunder
        shall commence on the Commencement Date.  Promptly after the
        Commencement Date, Sublessor shall deliver to Sublessee written notice
        of such date.  Within ten days after Sublessee's receipt of such written
        notice, Sublessee shall either confirm or object to such date in
        writing.  If Sublessee should fail to respond to such written notice
        within the time prescribed, Sublessee shall be deemed to have confirmed
        that the date set forth in such notice is the Commencement Date.  

                        4.2     OPTION TO EXTEND THE TERM.  Sublessee shall have
        the option to extend the Term for an additional term ending on June 30,
        2011 (the "Extended Term") upon the same terms, covenants and conditions
        set forth in this Sublease, except that the minimum Monthly Base Rent
        for the Extended Term shall be an amount equal to the greater of (i) the
        Monthly Base Rent for year 9 through the end of the Term, or (ii) an
        amount equal to ninety-five percent (95%) of the Fair Rental Value (as
        defined in Section 5.2 below) of the Sublease Premises as of the date on
        which Sublessee delivers the "Exercise Notice" (as hereinafter defined).
        Sublessee's option to extend the Term may be exercised only by delivery
        to Sublessor of written notice (the "Exercise Notice") of such exercise
        by Sublessee no earlier than one year and no later than six months prior
        to the expiration of the initial Term.  Notwithstanding the above,
        Sublessee's right to extend the Term shall be conditioned upon Sublessee
        not being (i) in default (whether or not subsequently cured) under the
        Sublease more than one time per year during the Term; or (ii) in default
        either at the time of Sublessee's exercise of the option or at the time
        of the commencement of the Extended Term.  In the event of any such
        default or any purported exercise of the option to extend the Sublease
        delivered prior to one year or later than six months before the
        expiration of the Term, such purported exercise shall be null and void
        and the term of this Sublease shall expire at the end of the Term.  Fair
        Rental Value shall be determined in accordance with the procedures of
        Section 5.3 of this Sublease, with the thirty-day period referred to in
        subsection 5.3.1. commencing on the date of the Exercise Notice.

                                       7

<PAGE>

                        4.3     SURRENDER.  Upon the expiration or earlier
        termination of the Term of this Sublease, Sublessee shall surrender the
        Sublease Premises, together with any personal property therein belonging
        to Sublessor, and any Alterations (as defined in Section 11 below) made
        thereto (other than any such Alterations which Sublessee is required to
        remove as set forth in Section 11 below), broom clean and free of
        debris, and in good working order, repair and condition, except for
        reasonable wear and tear.  All furniture, trade fixtures and other
        personal property of Sublessee shall be removed from the Sublease
        Premises on or before such expiration or earlier termination, if such
        removal can be undertaken without material damage to the Sublease
        Premises, and Sublessee shall immediately repair any damage resulting
        from such removal.  In no event shall the heating, ventilating and air
        conditioning equipment (the "HVAC equipment"), plumbing or sprinkler
        system components, air lines, power panels, electrical distribution
        systems, lighting fixtures, fencing or any other component from any
        major building system be removed from the Sublease Premises.

                        4.4     HOLDING OVER.  Subject to the terms of the
        Master Lease, if Sublessee shall, with Sublessor's written consent,
        remain in possession of the Sublease Premises or any part thereof after
        the expiration of the Term hereof, such occupancy shall constitute a
        tenancy from month to month, terminable upon 30 days notice by either
        party, upon all of the terms, covenants and conditions of this Sublease,
        except that the Monthly Base Rent shall be increased to 150% of the
        amount last due under this Sublease.  Otherwise, any such occupancy
        shall constitute a tenancy at sufferance, and Sublessee shall be liable
        to Sublessor for any and all claims, damages, liabilities, costs and
        expenses (including attorneys' fees and expenses) incurred by Sublessor
        and arising out of Sublessee's failure to timely surrender the Sublease
        Premises in accordance with the requirements of this Sublease.

                5.      RENT.

                        5.1     DEFINITION.  As used in this Sublease, the term
        "Rent" shall include: (i) the Monthly Base Rent; and (ii) all other
        amounts which Sublessee is obligated to pay under the terms of this
        Sublease.

                        5.2     MONTHLY BASE RENT.  The Monthly Base Rent for
        each month of the first five years of the Sublease Term shall be as set
        forth in the table below, in each case based on the annual rate per
        square foot of Rentable Area set forth in the table below multiplied by
        the estimated number of square feet of Rentable Area of the Sublease
        Premises.  The actual Monthly Base Rent shall be adjusted, as
        appropriate, upon determination of the actual Rentable Area of the
        Sublease Premises.  Month one of the Sublease shall begin on the
        Commencement Date and each subsequent month of the Sublease shall begin
        on the same day of each subsequent month.

                                       8

<PAGE>

<TABLE>
<CAPTION>
                                               MONTHLY      ANNUAL RATE PER
                          MONTHS              BASE RENT       SQUARE FOOT
<S>                                          <C>            <C>
                      Months 1-4                  0               N/A
                      Months 5-12             17,907.00          12.00
                      Months 13-24            18,653.13          12.50
                      Months 25-36            19,399.25          13.00
                      Months 37-48            20,145.38          13.50
                      Months 49-60            20,891.50          14.00

</TABLE>

Commencing on the fifth anniversary of the Commencement Date (the "Adjustment
Date"), and subject to the condition stated below, the Monthly Base Rent for
each month of the remainder of the Sublease Term shall be adjusted to the Fair
Rental Value. (as hereinafter defined) of the Sublease Premises as of the
Adjustment Date.  For the purposes of this Section 5.2 the term "Fair Rental
Value" means the fair market rental rate for the Sublease Premises calculated
based on the following criteria:  Fair Rental Value shall be based upon the
square footage of the Sublease Premises and market conditions in Denver,
Colorado, for space similar to the Sublease Premises in comparable buildings;
shall take into account the fact that Sublessor has already provided a tenant
improvement allowance and free rent and other rental concessions, and paid
brokerage commissions and leasing fees based upon the full term of the Sublease
which includes the period for which the Fair Rental Value is being determined;
and any calculation of Fair Rental Value shall take into account Sublessee's
obligations under Section 6.2 of this Sublease to pay a share of the costs and
expenses which Sublessor is required to pay under the Master Lease and a
comparison of such obligation with the amount of operating costs and expenses
which tenants in comparable buildings are required to pay.  Fair Rental Value
shall be determined in accordance with the provisions of Section 5.3 of this
Sublease.  If Sublessee shall have achieved on or before the first anniversary
of the Commencement Date an EBITDA Coverage Ratio (as defined below) of not less
than 1.25 to 1 and shall have maintained such EBITDA Coverage Ratio throughout
the first five years of the Lease, then the Monthly Base Rent shall not adjust
to the Fair Rental Value on the Adjustment Date.  In such event, Sublessor and
Sublessee shall execute an amendment to this Sublease to reflect that the
Monthly Base Rent for each month of the remainder of the Sublease Term shall be
as set forth in the table below, in each case based on the annual rate per
square foot of Rentable Area set forth in the table below multiplied by the
estimated number of square feet of Rentable Area of the Sublease Premises.  The
actual Monthly Base Rent shall be adjusted, as appropriate, upon determination
of the actual Rentable Area of the Sublease Premises.  "EBITDA" shall mean net
profits before tax plus interest expense (net of capitalized interest expense),
depreciation expense, amortization expense and leasehold expense under this
Sublease.  "EBITDA Coverage Ratio" shall be calculated annually at Sublessee's
fiscal year end and shall mean EBITDA divided by the aggregate of total interest
expense plus the prior period current maturity of long-term debt, the prior
period current maturity of subordinated debt and the prior period leasehold
expense under this Sublease (and in the first year of the Sublease, under the
prior lease for Sublessee's administrative offices).

<TABLE>
<CAPTION>
                                                      MONTHLY      ANNUAL RATE PER
                          MONTHS                     BASE RENT       SQUARE FOOT
<S>                                                  <C>            <C>
                      Months 61-72                   21,637.63      14.50
</TABLE>

                                       9

<PAGE>

<TABLE>
<S>                                                  <C>            <C>
                      Months 73-84                   22,383.75      15.00
                      Months 85-96                   23,129.88      15.50
                      Month 97 through end of Term   23,876.00      16.00
</TABLE>

                        5.3     PROCEDURE TO DETERMINE FAIR RENTAL VALUE.  The
        procedure to determine the Fair Rental Value as of the Adjustment Date
        shall be as follows:

                                5.3.1   No sooner than 210 days and no later
                        than 180 days prior to the Adjustment Date, Sublessor
                        shall give Sublessee notice of the impending Adjustment
                        Date, and upon the giving of that notice, Sublessor and
                        Sublessee shall meet and attempt in good faith to reach
                        a mutual written agreement as to the Fair Rental Value
                        of the Sublease Premises as of the upcoming Adjustment
                        Date.  If Sublessor and Sublessee agree in writing as to
                        the Fair Rental Value, such agreement shall constitute
                        the Fair Rental Value for the Adjustment Date.  In the
                        event Sublessor and Sublessee are unable to reach
                        written agreement within thirty (30) days following
                        Sublessor's notice, the Fair Rental Value shall be
                        determined in accordance with the appraisal procedures
                        set forth in this Section 5.3.

                                5.3.2   Within ten (10) days following
                        expiration of the thirty (30) day period described in
                        subsection 5.3.1 above, Sublessor shall appoint a senior
                        commercial real estate broker with at least ten (10)
                        years experience in leasing properties similar to the
                        Building in the downtown Denver, Colorado area (a
                        "Qualified Broker"; a Qualified Broker selected by
                        Sublessor shall be referred to herein as "Sublessor's
                        Broker").  Sublessor shall give Sublessee notice of the
                        identity of Sublessor's Broker contemporaneously with
                        his appointment.  Within thirty (30) days after such
                        appointment, Sublessor's Broker shall render his
                        appraisal of the Fair Rental Value of the Sublease
                        Premises for the ensuing remainder of the Sublease Term
                        and shall give Sublessor and Sublessee written notice of
                        such determination.

                                5.3.3   If Sublessee agrees with the
                        determination of the Fair Rental Value of the Sublease
                        Premises rendered by Sublessor's Broker, the Monthly
                        Base Rent hereunder for the remainder of the Term
                        following the Adjustment Date shall be as determined
                        therein, and Sublessor and Sublessee shall execute an
                        amendment to this Sublease evidencing such Monthly Base
                        Rent.  If Sublessee does not so agree, Sublessee shall
                        have the right to appoint its own Qualified Broker
                        ("Sublessee's Broker") to determine Fair Rental Value of
                        the Premises, which appointment shall be made within ten
                        (10) days after Sublessee receives the appraisal of
                        Sublessor's Broker.  Sublessee shall give Sublessor
                        written notice identifying Sublessee's Broker
                        contemporaneously with his appointment.  Within thirty
                        (30) days after being appointed by Sublessee,
                        Sublessee's Broker shall render an appraisal of the Fair
                        Rental Value of the Premises 

                                       10

<PAGE>

                        for the ensuing Extension Term and shall give Sublessor 
                        and Sublessee written notice of such determination.

                                5.3.4   If the appraisals of Sublessor's Broker
                        and Sublessee's Broker vary from one another, then the
                        two Appraisers shall meet and attempt to reach a written
                        agreement on the Fair Rental Value of the Premises for
                        the ensuing Extension Term; if such written agreement is
                        made, the same shall be binding upon Sublessor and
                        Sublessee.  If the two Brokers are unable to so agree in
                        writing on the Fair Rental Value within fifteen (15)
                        days after Sublessee's Broker gives the notice of its
                        appraisal, then within ten (10) days after the
                        expiration of that 15-day period, the two Brokers shall
                        agree upon and select a third Qualified Broker (the
                        "Third Broker").  If the two Brokers are unable to agree
                        upon a Third Broker, either Sublessor or Sublessee may
                        petition the District Court for the City and County of
                        Denver, Colorado, to appoint the Third Broker, provided
                        that ten (10) days prior written notice is given to the
                        other party hereto.  Within ten (10) days after being
                        appointed, the Third Broker shall, pursuant to an
                        exercise of his best professional judgment, choose one
                        or the other of the appraisals rendered by Sublessor's
                        Broker and Sublessee's Broker as being the more accurate
                        reflection of the Fair Rental Value of the Premises for
                        the ensuing Extension Term.  Upon making this choice,
                        the Third Broker shall immediately give the parties
                        hereto written notice thereof, the appraisal that is so
                        selected by the Third Broker shall determine the Fair
                        Rental Value and the Monthly Base Rent hereunder for the
                        remainder of the Term following the Adjustment  Date,
                        and Sublessor and Sublessee shall execute an amendment
                        to this Lease evidencing such Monthly Base Rent.

                        5.4     PAYMENT.  Upon execution of this Sublease,
        Sublessee shall pay to Sublessor the Security Deposit.  Commencing on
        the date which is four months after the Commencement Date and continuing
        on the first day of each calendar month thereafter during the Term of
        this Sublease, Sublessee shall pay to Sublessor the Monthly Base Rent
        (prorated if the payment is for a portion of a month) in advance.  Rent
        for any portion of a month shall be prorated on the basis of a 30-day
        month.  Monthly Base Rent and all other amounts owing hereunder shall be
        payable to Sublessor at Wells Fargo Bank, N.A., 333 South Grand Avenue,
        Los Angeles, California 90071, Attention: Asset Manager, or such other
        address as Sublessor may specify in accordance with the provisions of
        Section 19.1 of this Sublease.  It is understood that Sublessor shall
        receive the Monthly Base Rent set forth above free and clear of any and
        all impositions, taxes, liens, charges or other expenses of any nature
        whatsoever required to be paid with regard to the Sublease Premises or
        Sublessee's use or occupancy thereof.  In addition to the Monthly Base
        Rent reserved above, Sublessee shall pay to the parties respectively
        entitled thereto all impositions, insurance premiums, operating charges,
        maintenance charges, construction costs, and other charges, costs and
        expenses which arise or may be contemplated under any provisions of this
        Sublease during the term hereof.  All such charges, costs and expenses
        shall constitute additional Rent, and upon the failure of 

                                       11

<PAGE>

        Sublessee to pay any of such costs, charges or expenses, Sublessor 
        shall have the same rights and remedies as otherwise provided in this 
        Sublease for the failure of Sublessee to pay Monthly Base Rent.  It 
        is the intention of the parties hereto that, except as expressly 
        provided herein, this Sublease shall not be terminable for any reason 
        by Sublessee, and Sublessee shall in no event be entitled to any 
        abatement of or reduction in rent payable under this Sublease.  All 
        Rent payable hereunder shall be paid in lawful money of the United 
        States and without prior notice or demand, deduction or offset for 
        any cause whatsoever.  Any delay or failure of Sublessor in computing 
        or billing for any of the rental adjustments or additional Rent as 
        provided in this Sublease shall not constitute a waiver of or in any 
        way impair the continuing obligation of Sublessee to pay any and all 
        Rent.

                        5.5     LATE CHARGE AND INTEREST.  Sublessee
        acknowledges that its late payment of Rent will cause Sublessor to incur
        certain costs and expenses not contemplated by this Sublease, including
        without limitation administrative and collection costs and processing
        and accounting expenses, the exact amount of which is extremely
        difficult or impractical to fix.  Accordingly, if any installment of
        Rent is not paid within five days after the date such Rent is due,
        Sublessee shall pay to Sublessor, in addition to the installment of Rent
        then owing, a late payment charge equal to 5% of the amount of the
        delinquent installment, regardless of whether a notice of default or
        notice of termination has been given by Sublessor.  The parties agree
        that this late charge represents a reasonable estimate of the costs and
        expenses incurred by Sublessor from, and is fair compensation to
        Sublessor for its loss suffered by, such nonpayment by Sublessee.  In
        addition to the 5% late charge, any Rent or other amounts owing under
        this Sublease which are not paid within five days after the date they
        are due shall thereafter bear interest at the rate (the "Interest Rate")
        which is the lesser of (a) that rate per annum announced from time to
        time by Sublessor as its prime or reference rate plus 5% per annum, or
        (b) the maximum rate permitted by law.  Notwithstanding the foregoing,
        for one installment of Rent per calendar year, no late charge shall be
        assessed until such time as Sublessor has provided written notice of the
        failure to pay Rent to Sublessee and such failure has continued for a
        period of two business days following such notice, but such failure
        shall still constitute an Event of Default under Section 16.1(i) of this
        Sublease.  Nothing in this Section shall relieve Sublessee of its
        obligation to pay any Rent at the time and in the manner provided by
        this Sublease or constitute a waiver of any default of Sublessee with
        regard to any nonpayment of Rent.

                        5.6     LETTER OF CREDIT.  In order to secure
        Sublessee's obligations under this Sublease, on or before May 5, 1998,
        Sublessee shall cause to be issued and delivered to Sublessor a letter
        of credit, for the account of Sublessee and the benefit of Sublessor,
        issued by a financial institution reasonably acceptable to Sublessor, in
        the face amount of $200,000.00 and otherwise meeting the requirements of
        this Section 5.6 (which together with any replacements required by this
        Section 5.6 shall be referred to as the "Letter of Credit").  Each
        Letter of Credit shall provide that it may be drawn by presentation of a
        sight draft of Sublessor to the issuer.  If any Letter of Credit, has an
        expiry date prior to the second anniversary of the Commencement Date,
        Sublessee shall on or before the date that is fifteen (15) days prior to
        the expiry cause to be delivered to Sublessor a 

                                       12

<PAGE>

        replacement Letter of Credit meeting the requirements of this Section 
        5.6.  Any replacement Letter of Credit issued after the first 
        anniversary of the Commencement Date shall be in the face amount of 
        $100,000.00.  On the second anniversary of the Commencement Date, 
        Sublessor shall surrender the Letter of Credit if it has not 
        previously been drawn and there then exists no Event of Default or 
        event which with the giving of notice, passage of time or both would 
        constitute an Event of Default.

                6.      TAXES, UTILITIES AND SERVICES.

                        6.1     PERSONAL PROPERTY TAXES.  Sublessee shall pay
        prior to delinquency any and all taxes and assessments against and
        levied upon trade fixtures, furnishings, equipment, and personal
        property (including any personal property leased by Sublessor to
        Sublessee hereunder) contained in the Sublease Premises.  Whenever
        possible, Sublessee shall cause such items to be assessed and billed
        separately from the real property portion of the Sublease Premises. 
        Sublessee shall be responsible for any taxes and assessments
        attributable to any such items assessed against the real property
        portion of the Sublease Premises.

                        6.2     COSTS AND EXPENSES UNDER MASTER LEASE. 
        Excluding only the monthly rent owed under the Master Lease, Sublessee
        shall pay Sublessee's Share of all costs and expenses of every kind and
        nature for which Sublessor is responsible under the Master Lease over
        the amount of such costs and expenses paid or payable by Sublessor for
        the Sublease Premises for calendar year 1998.  Such costs and expenses
        shall (i) be paid by Sublessee to Sublessor within ten days after
        Sublessor's written demand therefor; and (ii) include, without
        limitation, the cost of all taxes and assessments, utilities and
        services, parking charges, insurance, sewer charges, janitorial and
        disposal services.  To the extent not provided under the Master Lease,
        Sublessee shall procure, at its sole cost and expense, any and all
        facilities necessary to supply the Sublease Premises with water, sewer,
        gas, electricity, telephone and all other services required for its use
        and occupancy of the Sublease Premises hereunder.  Sublessee shall make
        payment for any such services directly to the person or entity supplying
        such services.

                7.      MASTER LESSOR'S OBLIGATIONS.  It shall be the obligation
of Master Lessor to provide to the Sublease Premises all services and utilities
to be provided by Master Lessor under the terms of the Master Lease, and
Sublessee acknowledges that Sublessor shall be under no obligation to provide
any such services and utilities.  Sublessor, upon written notice by Sublessee,
shall diligently attempt to enforce all obligations of Master Lessor under the
Master Lease; provided, that Sublessor shall not be required to initiate or
otherwise participate in any legal action in connection with such enforcement. 
If Sublessor is prevented from performing any of its obligations under this
Sublease by a breach by Master Lessor of the Master Lease, then Sublessor's sole
obligation under this Sublease shall be to cooperate with Sublessee, at
Sublessee's sole cost and expense, in pursuing the correction or cure of Master
Lessor's default and in enforcing the terms of the Master Lease.  Sublessor
shall not be liable for any claims, costs or damages, including, without
limitation, loss or injury to person or property, and Sublessee shall not be
entitled to any reduction or abatement of rent or other charges hereunder, on
account of any failure of Master Lessor to deliver the services and utilities
described above.

                                       13

<PAGE>

                8.      SECURITY DEPOSIT.  The Security Deposit shall secure
Sublessee's obligations under this Sublease to pay Rent and any other monetary
amounts, to maintain the Sublease Premises and repair damages thereto, to
surrender the Sublease Premises to Sublessor in the condition required by
Section 4.3 above and to discharge Sublessee's other obligations hereunder. 
Notwithstanding the above, Sublessee acknowledges and agrees that the amount of
the Security Deposit shall not in any way be deemed to be a limitation of
Sublessee's liability under this Sublease.  Sublessor may use and commingle the
Security Deposit with other funds of Sublessor.  If Sublessee fails to perform
Sublessee's obligations hereunder, Sublessor may, but without any obligation to
do so, apply all or any portion of the Security Deposit towards fulfillment of
Sublessee's unperformed obligations.  If Sublessor does so apply any portion of
the Security Deposit, Sublessee shall immediately remit to Sublessor cash in an
amount to restore the Security Deposit to its original amount.  If Sublessee
fails to restore the Security Deposit to its original amount within five days
after receipt of Sublessor's written demand to do so, Sublessee shall be in
default of this Sublease.  Upon termination of this Sublease, if Sublessee has
then performed all of Sublessee's obligations under this Sublease, Sublessor
shall return the Security Deposit, or whatever amount remains of the Security
Deposit after Sublessor applied all or a portion of the Security Deposit to
perform Sublessee's obligations hereunder, to Sublessee without payment of
interest.

                9.      USE; COMPLIANCE WITH LAWS; PERMITS.

                        9.1     USE.  The Sublease Premises are to be used for
        operation of business and professional offices, including any and all
        related activities, and for no other purpose or business.

                        9.2     COMPLIANCE WITH LAW; PROHIBITED ACTIVITIES.
        Sublessee shall observe and comply with the requirements of all
        covenants, conditions and restrictions of record regarding the Sublease
        Premises and all federal, state and local laws, statutes, rule and
        regulations now or hereafter in effect (the "Laws"), including but not
        limited to the ADA, which apply to the Sublease Premises or the use or
        occupancy thereof by Sublessee, including, but not limited to, the
        obligation to alter, maintain, repair, improve or restore the Sublease
        Premises, and all parts thereof structural and otherwise, in compliance
        and conformity with all such Laws.  Sublessee shall not commit, or
        suffer to be committed or exist, any waste or nuisance on the Sublease
        Premises.  Sublessee shall not use, store, generate, transit or dispose
        of any hazardous substances upon, in about, or under the Sublease
        Premises, except any use or storage of any such hazardous substances
        customarily used in Sublessee's business, provided that such use or
        storage complies with all applicable laws.  As used herein, hazardous
        substances means any and all hazardous, ultra-hazardous, or toxic
        substances, wastes or materials regulated under any laws or regulations
        applicable to the environment or the protection of human health.

                        9.3     PERMITS AND LICENSES.  Sublessee shall apply for
        and obtain, at its sole expense, all permits, licenses, consents,
        permissions or other approvals of any governmental or quasi-governmental
        authorities which may be required in order that Sublessee may do any of
        the things that Sublessee is required or permitted to do under the
        provisions of this Sublease.  Sublessor agrees that in all such cases,
        whenever reasonably 

                                       14

<PAGE>

        requested by Sublessee, Sublessor shall cooperate with Sublessee in 
        obtaining such permits, licenses, consents, permissions and other 
        approvals, provided that Sublessor shall not be required to incur any 
        direct or indirect cost or expense as a result of such cooperation.

                10.     ASSIGNMENT AND SUBLETTING.

                        10.1    SUBLESSOR'S CONSENT.  Sublessee shall not
        transfer or assign this Sublease, or any right or interest hereunder, or
        sublet the Sublease Premises or any part thereof (a "Transfer"), without
        first obtaining the prior written consent and approval of Sublessor,
        which consent shall not be unreasonably withheld or delayed so long as
        (i) such Transfer is permissible pursuant to the terms and conditions of
        the Master Lease, and (ii) as a result of such Transfer, the Sublease
        Premises will not be used for the conduct of any business activities
        which would be competitive with any activity which a bank or other
        financial institution may lawfully engage in, including, without
        limitation, consumer and commercial lending and banking activities,
        sales of securities or insurance products or other financial services. 
        If Sublessee desires to sublease or assign all or a portion of the
        Sublease Premises, it shall first provide Sublessor notice that it
        intends to undertake marketing efforts and identify the portion of the
        Sublease Premises it desires to assign or sublet.  Sublessor shall have
        the right, to be exercised upon written notice to Sublessee within 45
        days following receipt of Sublessee's notice, to terminate this Sublease
        as to the portion of the Sublease Premises designated in Sublessee's
        notice, such termination to be effective as of 60 days from the date of
        Sublessee's notice.  If Sublessor does not exercise the right to
        terminate, then Sublessee may market the portion of the Sublease
        Premises identified in its notice.  No later than 30 days prior to the
        date of a proposed sublet or assignment, Sublessee shall deliver to
        Sublessor written notice of the proposed sublet or assignment, the
        identity and legal composition of the proposed assignee or sublessee,
        audited financial statements of the proposed sublessee or assignee for
        the past three years, the terms (including the intended use of the
        Sublease Premises) of the proposed sublet or assignment and, if a
        sublet, the portion of the Sublease Premises involved, and any other
        information reasonably requested by Sublessor.  Sublessor shall notify
        Sublessee of its consent or denial of consent within 15 days after
        Sublessee has provided Sublessor the information specified in the
        preceding sentence.  Sublessor shall not unreasonably withhold its
        consent to the proposed sublet or assignment.  If Sublessor consents to
        a proposed Transfer of this Sublease, Sublessee shall pay to Sublessor a
        transfer fee of $500.00.  If Sublessor's withholding of consent is found
        to be unreasonable by a court of competent jurisdiction, Sublessee's
        sole remedy shall be to have the proposed Transfer declared valid as if
        Sublessor's consent had been given, and Sublessee waives any other
        remedy at law or in equity.  Sublessee shall deliver to Sublessor
        complete, fully executed documentation with regard to the transfer,
        assignment or sublease upon execution and delivery of the same. 
        Sublessor and Sublessee agree that the options to extend the Term hereof
        are personal to Sublessee and may not be assigned by Sublessee to any
        other party, whether or not in conjunction with a Transfer by Sublessee
        of its interest in this Sublease.

                                       15

<PAGE>

                        10.2    INVALID TRANSFERS.  No Transfer, whether
        voluntary or involuntary, by operation of law or under legal process or
        proceedings, shall be valid or effective without Sublessor's prior
        written consent and approval.  The transfer, assignment or hypothecation
        of any assets, stock or other ownership interest in Sublessee which in
        the aggregate exceeds 50% shall be deemed an assignment within the
        meaning of this Section.  Should Sublessee attempt to make or suffer to
        be made any Transfer of this Sublease without Sublessor's prior written
        consent and approval, or should any of Sublessee's rights under this
        Sublease be sold or otherwise transferred by or under court order or
        legal process or otherwise, or should Sublessee be adjudged insolvent or
        bankrupt, then and in any of the foregoing events Sublessor may, at its
        sole option, terminate this Sublease upon written notice thereof to
        Sublessee.

                        10.3    NO WAIVERS.  Should Sublessor consent to any
        transfer, assignment or subletting, such consent shall not constitute a
        waiver of any of the requirements or restrictions of this Section, and
        the same shall apply to each successive transfer, assignment or
        subletting of this Sublease, if any.  

                        10.4    RENTS.  If the rents or other payments or
        consideration received by Sublessee pursuant to any transfer, sublease
        or assignment of this Sublease exceed the Rent due under this Sublease,
        or in the case of a sublease of a portion of the Sublease Premises, in
        excess of such Rent fairly allocable to such portion, Sublessee shall,
        within five days after Sublessee's receipt of same, pay to Sublessor as
        additional Rent 1/2 of such excess rents.  For purposes of this Section,
        "consideration" shall include, without limitation, all monies or other
        economic consideration of any kind, if such monies or economic
        consideration are related (whether directly or indirectly) to
        Sublessee's interest in this Sublease, the Sublease Premises or any
        improvements or other property thereon, including without limitation,
        bonus money or payments (in excess of book value thereof) for
        Sublessee's assets, accounts, good will, general intangibles, personal
        property or equity interests in Sublessee.

                        10.5    NO RELEASE OF SUBLESSEE.  Under no circumstances
        shall any sublease or assignment of this Sublease by Sublessee in any
        way modify, affect or limit the liability of Sublessee under this
        Sublease.  

                11.     ALTERATIONS.  Sublessee shall not make or suffer to be
made any alterations, additions or improvements (collectively "Alterations") in,
on, or to the Sublease Premises without the prior written consent of Sublessor,
which consent may be granted or withheld in Sublessor's sole discretion.  In the
event that Sublessor consent to any such Alterations, Sublessee shall strictly
comply with each and every term or condition applicable thereto contained in the
Master Lease.

                12.     REPAIRS AND MAINTENANCE.  Subject to Master Lessor's
obligations under Article VI of the Master Lease, Sublessee shall during the
term and at Sublessee's sole cost and expense keep the Sublease Premises in as
good order, condition and repair as they were at the time Sublessee took
possession of the Sublease Premises, reasonable wear and tear and damage from
time and other casualties excepted.  Sublessee shall keep the Sublease Premises
in a neat and sanitary condition and shall not (a) commit any nuisance or waste
on the Sublease Premises, 

                                       16

<PAGE>

or in, on, or about the Building, (b) dispose of sweepings, rubbish, rags, 
coffee grounds or other similar substances in the plumbing facilities, nor 
(c) waste any utilities provided by Master Lessor.  In addition, Sublessee 
shall, at Sublessee's sole expense, immediately repair any damage to the 
Sublease Premises or Building caused by Sublessee, Sublessee's agents, 
employees, licensees, invitees and visitors.  All maintenance, repairs and 
replacement by Sublessee hereunder shall be undertaken in accordance with, 
and shall be governed by, the requirements of Section 11 above.  Sublessor 
shall use its best efforts to cause Master Lessor to comply with its 
obligations under Article VII of the Master Lease.  Sublessee acknowledges 
that other than the Improvements, Sublessor is under no duty to make any 
repairs or improvements to the Sublease Premises.  Sublessee hereby waives 
the benefit of any statute or principle of law or equity, now or hereinafter 
in effect, which would afford Sublessee the right to make repairs at 
Sublessor's expense or to terminate this Sublease because of Sublessor's 
failure to keep the Sublease Premises in good order, condition and repair.

                13.     INSURANCE POLICIES.  During the Term, Sublessee shall 
procure and maintain in full force and effect and at Sublessee's sole cost 
and expense each of the policies of insurance required by the Master Lease.  
Each policy of insurance required to be maintained by Sublessee hereunder 
shall be issued by an insurance company authorized to do business in the 
State of Colorado, with a rating classification of at least an A-, Class VIII 
status as rated from time to time in the most current edition of Best's 
Insurance Reports and shall provide for only such deductibles as are 
reasonably acceptable to Sublessor.  Such policies shall be primary and 
non-contributing and shall name Sublessor (and Master Lessor, to the extent 
required by the Master Lease) as an additional named insured.  

                        13.1    WAIVER OF SUBROGATION.  Any policy or policies
        of insurance, which either party obtains in connection with the Sublease
        Premises, shall, to the extent the same can be obtained without undue
        expense, include a clause or endorsement denying the insurer any rights
        of subrogation against the other party to the extent rights have been
        waived by the insured prior to the occurrence of injury or loss. 
        Sublessee and Sublessor waive any rights of recovery against the other
        for injury or loss due to hazards covered by insurance containing such a
        waiver of subrogation clause or endorsement to the extent of the injury
        or loss covered thereby.

                        13.2    INSURANCE CERTIFICATES.  Prior to the
        Commencement Date (and from time to time, no later than 30 days prior to
        the expiration of each insurance policy), Sublessee shall furnish to
        Sublessor a certificate of insurance issued by the insurance carrier of
        each policy of insurance carried by Sublessee pursuant hereto.  Such
        certificates of insurance shall reflect (i) that Sublessor (and Master
        Lessor, if required by the Master Lease) is an additional named insured;
        and (ii) that such insurance policies shall not be cancelable, subject
        to reduction of coverage or any other material amendment without a
        minimum of 30 days prior written notice to Sublessor and any other
        additional named insureds.

                14.     DAMAGE AND DESTRUCTION.

                        14.1    TERMINATION OF MASTER LEASE.  If as the result
        of any damage or destruction, Master Lessor or Sublessor either mutually
        agree or exercise any option 

                                       17

<PAGE>

        either may have to terminate the Master Lease as to all or any portion 
        of the Sublease Premises, this Sublease shall terminate to the same 
        extent, effective as of the date of such termination of the Master 
        Lease.

                        14.2    CONTINUATION OF SUBLEASE.  If this Sublease is
        not terminated following any damage or destruction as provided above,
        this Sublease shall remain in full force and effect.  Sublessor shall
        use its best efforts to cause Master Lessor to comply with its repair
        obligations under Article VI, Section F of the Master Lease.  To the
        extent Sublessor receives any abatement of rent under the Master Lease
        on account of damages to the Sublease Premises, Sublessee's obligation
        to pay rent under the Sublease shall be reduced in the same proportion
        (i.e., the proportion which the reduction attributable to the Sublease
        Premises bears to the total rent attributable to the Sublease Premises
        under the Master Lease.  Subject to the Master Lessor's obligations
        under the Master Lease, Sublessee shall diligently repair, restore or
        rebuild the Sublease Premises as nearly as practicable to substantially
        the condition in which the Sublease Premises existed immediately prior
        to such damage or destruction; provided, that Sublessor shall make
        available to Sublessee for such purpose any insurance proceeds actually
        received by Sublessor as a result of such damage or destruction. 
        Sublessee waives the provisions of any statute or other principle of law
        or equity which relate to the right to terminate a lease when the thing
        leased is destroyed and agrees that such event shall be governed by the
        terms hereof.  Unless this Sublease shall terminate as provided in
        Section 14.1 above and except as set forth above, there shall be no
        abatement of Rent payable by Sublessee hereunder by reason of any damage
        or destruction of the Sublease Premises.  If this Sublease is terminated
        as a result of any damage or destruction as provided in Section 14.1
        above, or if Sublessee shall fail to promptly and diligently repair,
        restore or rebuild the Sublease Premises after any such damage or
        destruction as required hereby, all proceeds of insurance resulting from
        such damage or destruction shall be paid to Sublessor, and Sublessee
        hereby assigns such proceeds to Sublessor in any such event.  Payment
        and assignment to Sublessor of any such insurance proceeds shall not be
        construed as a waiver of any right or remedy Sublessor may have against
        Sublessee arising from any breach of this Section.

                15.     EMINENT DOMAIN.

                        15.1    TERMINATION OF MASTER LEASE.  If as the result
        of any condemnation by eminent domain, inverse condemnation or sale in
        lieu of condemnation, for any public or a quasi-public use or purpose
        ("Condemned" or "Condemnation"), Master Lessor or Sublessor either
        mutually agree or exercise any option either may have to terminate the
        Master Lease as to all or any portion of the Sublease Premises, this
        Sublease shall terminate to the same extent, effective as of the date of
        such termination of the Master Lease.  If all of the Sublease Premises
        (or such part thereof that Sublessee cannot reasonably operate in the
        remainder substantially the same business being conducted in the
        Sublease Premises) is Condemned, Sublessee may terminate this Sublease.

                                       18

<PAGE>

                        15.2    PARTIAL CONDEMNATION.  If this Sublease is not
        terminated following any such Condemnation as set forth above, this
        Sublease shall remain in full force and effect.  In such event,
        Sublessor shall use its best efforts to cause Master Lessor to comply
        with its obligation to repair, alter or restore the Sublease Premises
        under Article XI of the Master Lease.  Subject to Master Lessor's
        obligations under the Master Lease, Sublessee shall repair, restore or
        rebuild the Sublease Premises as nearly as practicable to substantially
        the condition in which the Sublease Premises existed immediately prior
        to such Condemnation, provided that Sublessor shall make available to
        Sublessee for such purpose that portion of the Condemnation award
        allowed for physical damage to that portion of the Sublease Premises not
        taken in such Condemnation.  Sublessee hereby waives the provisions of
        any applicable statute or principal of law or equity permitting
        termination this Sublease upon Condemnation.  To the extent Sublessor
        receives any rental reduction under the Master Lease attributable to the
        Sublease Premises, the Monthly Base Rent shall be reduced in the same
        proportion (i.e., the proportion which the reduction attributable to the
        Sublease Premises bears to the total rent attributable to the Sublease
        Premises under the Master Lease).  Unless this Sublease shall terminate
        as a result of any Condemnation, there shall be no abatement of Rent
        payable by Sublessee hereunder as a result of any Condemnation.

                        15.3    SUBLESSEE'S AWARD.  Sublessor reserves all
        rights to damages to the Sublease Premises and Sublessor 's interest in
        the subleasehold created by this Sublease hereafter accruing by reason
        of any Condemnation.  However, as between Sublessor and Sublessee, and
        subject to all rights of the Master Lessor under the Master Lease,
        Sublessee reserves the right to the equitable portion of any award for
        damages for the value to Sublessee of any unexpired term of this
        Sublease (in the event such Condemnation causes a termination of the
        Sublease).  Article XI of the Master Lease sets forth procedures for
        determining the value of Sublessor's rights to a share of any
        Condemnation award attributable to early termination of the Master
        Lease.  Sublessee shall be entitled to a share of a Condemnation award
        for the unexpired term of the Sublease only if Sublessor receives a
        share of such Condemnation award for the value of the unexpired term of
        the Master Lease and then only the equitable share of such Condemnation
        award received by Sublessor as is attributable to the Sublease Premises
        for the term of this Sublease.  If Sublessor and Sublessee cannot agree
        upon the share of any Condemnation award attributable to the Sublease
        Premises for the term of the Sublease, the matter shall be determined by
        arbitration in accordance with the provisions set forth in the Master
        Lease.

                16.     DEFAULT.

                        16.1    EVENTS OF DEFAULT.  The occurrence of any one or
        more of the following events shall constitute an "Event of Default" on
        the part of Sublessee with or with-out notice from Sublessor (except as
        required by Section 16.1(ii) below):

                       (i)      Payment.  Sublessee's failure to pay any
        installment of Rent on or before five days after such payment is due;

                                       19

<PAGE>

                       (ii)     Performance.  Sublessee's failure to perform any
        of Sublessee's covenants, agreements or obligations here-under (other
        than the nonpayment of Rent which shall be governed by Section 16.1(i)
        above or to provide any required Letter of Credit which shall be
        governed by Section 16.1(viii) below) on or before 30 days after written
        notice thereof from Sublessor;

                       (iii)    Assignment.  A general assignment by Sublessee
        for the benefit of creditors;

                       (iv)     Bankruptcy.  The filing of a voluntary petition
        by Sublessee, or the filing of an involuntary petition by any of
        Sublessee's creditors seeking the rehabilitation, liquidation or
        reorganization of Sublessee under any law relating to bankruptcy,
        insolvency or other relief of debtors;

                       (v)      Receivership.  The appointment of a receiver or
        other custodian to take possession of substantially all of Sublessee's
        assets or of this lease-hold;

                       (vi)     Insolvency, Dissolution, Etc.  Sublessee shall
        become insolvent or unable to pay its debts, or shall fail generally to
        pay its debts as they be-come due; or any court shall enter a decree or
        order directing the winding up or liquidation of Sublessee or of
        substantially all of its assets; or Sublessee shall take any action
        toward the dissolution or winding up of its affairs or the cessation or
        suspension of its use of the Sublease Premises; 

                       (vii)    Attachment.  Attachment, execution or other
        judicial seizure of substantially all of Sublessee's assets or this
        leasehold; or

                       (viii)   Letter of Credit.  Sublessee's failure to
        provide any Letter of Credit required pursuant to Section 5.6 of this
        Sublease on the date required.

                        16.2    SUBLESSOR'S REMEDIES.

                       (i)      Abandonment.  If Sublessee vacates or abandons
        the Sublease Premises, this Sublease shall continue in effect unless and
        until terminated by Sublessor in writing, and Sublessor shall have all
        of the rights and remedies provided by applicable laws.

                       (ii)     Termination.  Following the occurrence of any
        Event of Default, Sublessor shall have the right, so long as the default
        continues, to terminate this Sublease by written notice to Sublessee
        setting forth:  (i) the default; (ii) the requirements to cure it; and
        (iii) a demand for possession, which shall be effective three days after
        it is given.  Sublessor shall not be deemed to have terminated this
        Sublease other than by delivering written notice of termination to
        Sublessee. 

                       (iii)    Possession.  Following termination of the
        Sublease, without prejudice to any other remedies Sublessor may have by
        reason of Sublessee's default or of such termination, Sublessor may then
        or at any time thereafter (i) peaceably reenter the 

                                       20

<PAGE>

        Sublease Premises, or any part thereof, upon voluntary surrender by 
        Sublessee, or, expel or remove Sublessee and any other persons 
        occupying the Sublease Premises, using such legal proceedings as may 
        be available; (ii) repossess and enjoy the Sublease Premises, or 
        relet the Sublease Premises or any part thereof for such term or 
        terms (which may be for a term extending beyond the Term), at such 
        rental or rentals and upon such other terms and conditions as 
        Sublessor in Sublessor's sole discretion shall determine, with the 
        right to make reasonable alterations and re-pairs to the Sublease 
        Premises; and (iii) remove all personal property from the Sublease 
        Premises.

                       (iv)     Recovery.  Following termination of the
        Sublease, Sublessor shall have all the rights and remedies of a
        Sublessor provided by applicable law, including the right to recover (i)
        the worth at the time of the award of the unpaid rent which had been
        earned at the time of termination; (ii) the worth at the time of the
        award of the amount by which the unpaid rent which would have been
        earned after termination until the time of the award exceeds the amount
        of such rental loss that Sublessee proves could have been reasonably
        avoided; (iii) the worth at the time of the award of the amount by which
        the unpaid rent for the balance of the Term after the time of award
        exceeds the amount of such rental loss that Sublessee proves could be
        reasonably avoided; and (iv) any other amount necessary to compensate
        Sublessor for all detriment proximately caused by Sublessee's failure to
        per-form Sublessee's obligations under the Sublease or which in the
        ordinary course of things would be likely to result therefrom.  The
        "worth at the time of award" of the amounts referred to in (i) and (ii)
        of this subsection, shall be computed by allowing interest at the
        Interest Rate.  The "worth at the time of the award" of the amount
        referred to in (iii) above shall be computed by discounting such amount
        at the discount rate of the Federal Reserve Bank of San Francisco at the
        time of award plus one percent (1%).

                       (v)      Other.  If Sublessee causes or threatens to
        cause a breach of any of the covenants, terms or conditions contained in
        this Sublease, Sublessor shall be entitled to retain all sums held by
        Sublessor, any trustee or in any account provided for herein, to enjoin
        such breach or threatened breach, and to invoke any remedy al-lowed at
        law, in equity, by statute or otherwise as though re-entry, summary
        proceedings and other remedies were not provided for in this Sublease.

                       (vi)     Cumulative.  Each right and remedy of Sublessor
        provided for in this Sublease shall be cumulative and shall be in
        addition to every other right or remedy pro-vided for now or hereafter
        existing at law, in equity, by statute or otherwise.  The exercise or
        beginning of the exercise by Sublessor of any one or more of the rights
        or remedies provided for in this Sublease, or now or hereafter existing
        at law, in equity, by statute, or otherwise, shall not preclude the
        simultaneous or later exercise by Sublessor of any or all other rights
        or remedies provided for in this Sublease or now or here-after existing
        at law, in equity, by statute, or otherwise.

                       (vii)    No Waiver.  No failure by Sublessor to insist
        upon the strict performance of any term hereof or to exercise any right
        or remedy consequent upon a breach thereof, and no acceptance of full or
        partial payment of rent during the 

                                       21

<PAGE>

        continuance of any such breach shall constitute a waiver of any such 
        breach or of any such term.  Efforts by Sublessor to mitigate the 
        damages caused by Sublessee's breach of this Sublease shall not be 
        construed to be a waiver of Sublessor's right to recover damages 
        under this Section.

                       (viii)   Sublessor's Right to Perform.  Upon Sublessee's
        failure to perform any obligation of Sublessee hereunder, including,
        without limitation, payment of Sublessee's insurance premiums and
        charges of contractors who have supplied materials or labor to the
        Sublease Premises, Sublessor shall have the right, but not the
        obligation, to perform such obligations of Sublessee on behalf of
        Sublessee or to make payment on behalf of Sublessee to such parties, or
        both.  Upon demand, Sublessee shall reimburse Sublessor for the cost of
        Sublessor's performing such obligations on Sublessee's behalf,
        including, without limitation, reimbursement of any amounts that may be
        expended by Sublessor and Sublessor's reasonable attorneys' fees, plus
        interest at the Interest Rate, from the date of any such expenditure
        until the same is repaid.

                       (ix)     Additional Remedies.  In addition to the
        foregoing remedies and so long as this Sublease is not terminated,
        Sublessor shall have the right to maintain or improve the Sublease
        Premises without terminating this Sublease; to incur expenses on behalf
        of Sublessee in seeking a subtenant or assignee, including, without
        limitation, brokers' commissions, expenses of remodeling the Sublease
        Premises, and any other inducements which Sublessor determines, in
        Sublessor's sole discretion, are necessary; to cause a receiver to be
        appointed to administer the Sublease Premises and any new or existing
        subleases; and to add to the Rent payable hereunder all of Sublessor's
        costs in so doing, including reasonable attorneys' fees, with interest
        at the Interest Rate from the date of such expenditure until the same is
        repaid.

                       (x)      Additional Rent.  For purposes of any unlawful
        detainer action by Sublessor against Sublessee, Sublessor shall be
        entitled to recover as Rent not only such sums specified as the Monthly
        Base Rent which may then be overdue, but also any and all additional
        sums of money as may then be overdue.

                       (xi)     Indemnification.  Sublessor's exercise of any
        one or more of the remedies set forth in this Section shall not affect
        the rights of Sublessor or the obligations of Sublessee under the
        indemnification set forth in Section 17 hereof.

                       (xii)    After Default.  Sublessor shall be under no
        obligation to observe or perform any covenant of this Sublease on its
        part to be observed or performed which accrues after the date of any
        Event of Default, and for so long as the Event of Default continues.

                       (xiii)   Letter of Credit.  Sublessor may draw upon the
        Letter of Credit and apply the proceeds thereof to any of Sublessee's
        obligations under this Sublease in any order or manner as Sublessor
        deems appropriate or, after termination, to any amounts Sublessor is
        entitled to recover under subsection 16.2(iv) above.

                                       22

<PAGE>

                17.     EXCULPATION AND INDEMNIFICATION OF SUBLESSOR.

                        17.1    EXCULPATION.  Sublessor shall not be liable to
        Sublessee, and Sublessee hereby waives all claims arising from any loss,
        injury, or other damage to any person or property (including, but not
        limited to, Sublessee or Sublessee's property), in or about the Sublease
        Premises from any cause (including, but not limited to, defects in the
        Sublease Premises or any equipment or other personal property in the
        Sublease Premises; fire, explosion, or other casualty; damage to or
        defects in any telephone wiring or cabling; or bursting, rupture,
        leakage, or overflow of any plumbing or other pipes, piping, tubes,
        tubing, lines, sprinklers, tanks, drains, drinking fountains, or wash
        basins or stands), except to the extent that such claims arise by the
        willful misconduct or grossly negligent acts or omissions of Sublessor. 
        In no event, however, shall Sublessor be liable to Sublessee for any
        punitive or consequential damage or damages for loss of business by
        Sublessee.

                        17.2    INDEMNIFICATION BY SUBLESSEE.  Sublessee shall
        indemnify, defend with counsel reasonably acceptable to Sublessor, and
        hold Sublessor, and its officers, directors, employees and agents,
        harmless from and against any and all liabilities, penalties, losses,
        damages, costs and expenses, demands, causes of action, claims or
        judgments (including, without limitation, attorneys' fees and expenses)
        (collectively referred to as the "Claims") arising, claimed or incurred
        against or by Sublessor, or its officers, directors, employees or
        agents, from any matter or thing arising from (i) the use or occupancy
        of the Sublease Premises by Sublessee or any of its partners, employees,
        agents, licensees and invitees, the conduct of Sublessee's business, or
        from any activity, work or other thing done, permitted or suffered by
        Sublessee in or about the Sublease Premises; (ii) any accident, injury
        to or death of Sublessee or its partners, employees, agents, invitees or
        licensees or any other person or loss of or damage to property of
        Sublessee or any such persons occurring on or about the Sublease
        Premises or any part thereof during the term hereof; or (iii) any breach
        or default in the performance of any obligation on Sublessee's part or
        to be performed under the terms of this Sublease or the Master Lease. 
        Sublessee shall have no obligation to indemnify, defend and hold
        Sublessor harmless from and against any Claims resulting solely from
        Sublessor's breach of this Sublease or from the negligence or willful
        misconduct of Sublessor.  Notwithstanding any provision hereof to the
        contrary, the indemnification provided in this Section shall survive any
        termination of this Sublease or expiration of the Term hereof. 
        Sublessee shall give prompt notice to Sublessor in case of casualty or
        accidents known to Sublessee on or about the Sublease Premises.

                        17.3    INDEMNIFICATION BY SUBLESSOR.  Sublessor shall
        indemnify, defend with counsel reasonably acceptable to Sublessee, and
        hold Sublessee, and its officers, directors, employees and agents,
        harmless from and against any and all Claims arising, claimed or
        incurred against or by Sublessee or its officers, directors, employees
        or agents, from any matter or thing arising from any breach or default
        in the performance of any obligation on Sublessor's part to be performed
        under the terms of this Sublease or the Master Lease.  Sublessor shall
        have no obligation to indemnify, defend and hold Sublessee harmless from
        and against any Claims resulting solely from Sublessee's breach 

                                       23

<PAGE>

        of this Sublease or from the negligence or willful misconduct of 
        Sublessee. Notwithstanding any provision hereof to the contrary, the 
        indemnification provided in this Section shall survive a termination 
        of this Sublease or expiration of the term hereof.

                18.     BROKERAGE COMMISSION.  Sublessee represents and warrants
to Sublessor that except for The Staubach Company, which has represented
Sublessee in connection with the sublease of the Sublease Premises contemplated
hereby, no other broker or finder can properly claim a right to a commission or
a finder's fee based upon contacts between the claimant and Sublessee with
respect to Sublessor, this Sublease or the Sublease Premises.  Sublessee shall
indemnify, defend (with counsel reasonably acceptable to Sublessor) and hold
Sublessor harmless from and against any loss, cost or expense, including, but
not limited to, attorneys' fees and court costs, resulting from any claim for a
fee or commission by any other broker or finder in connection with the Sublease
Premises and this Sublease.

                19.     GENERAL PROVISIONS.

                        19.1    NOTICES.  All notices or demands of any kind
        required or desired to be given hereunder shall be in writing and mailed
        postage prepaid by certified or registered mail, return receipt
        requested, or by personal delivery, to the appropriate address indicated
        in the Basic Sublease Information, or at such other place or places as
        either Sublessor or Sublessee may, from time to time, designate in a
        written notice given to the other.  Notices shall be deemed to be
        delivered two business days after the date of mailing thereof, or upon
        earlier receipt.  

                        19.2    ENTRY BY SUBLESSOR.  Sublessor and its
        authorized representatives shall have the right to enter the Sublease
        Premises at all reasonable times and upon reasonable notice (provided
        that in the event of an emergency, notice need not be given) for the
        purpose of inspecting the same or taking any action or doing any work
        permitted hereunder (but nothing herein contained in this Lease shall
        create or imply any duty on the part of Sublessor to make any such
        inspection or to take any such action or do any such work).  No such
        entry shall constitute an eviction of Sublessee.  In connection with any
        such entry, Sublessor will use reasonable efforts not to disrupt or
        interfere with the normal operation of Sublessee's business.

                        19.3    ESTOPPEL CERTIFICATES.  Each party shall, from
        time to time upon not less than 30 days prior written notice from the
        other execute, acknowledge and deliver to the other a statement in
        writing (a) certifying that this Sublease is unmodified and in full
        force and effect (or, if modified, stating the nature of such
        modification), and the date to which the Rent and other charges are paid
        in advance, if any, (b) acknowledging that there are not, to such
        party's knowledge, any uncured defaults on the part of the other
        hereunder, or specifying such defaults if any are claimed, and (c)
        setting forth the date of expiration of the term hereof.

                        19.4    LIENS.  Sublessee covenants that it will not,
        during the Term hereof, suffer or permit any lien to be attached to or
        upon the Sublease Premises, or any portion thereof, by reason of any act
        or omission on the part of Sublessee, and hereby agrees to save and hold
        harmless Sublessor from or against any such lien or claim of lien.  

                                       24

<PAGE>

        In the event any such lien does attach or any claim of lien is made 
        against the Sublease Premises which may be occasioned by any act or 
        omission upon the part of Sublessee, and shall not be released 
        within 30 days after notice from Sublessor to Sublessee so to do, 
        Sublessor in its sole discretion, except as provided below, may pay 
        and discharge the same and remove any such lien from the Sublease 
        Premises.  Sublessee agrees to repay and reimburse Sublessor, upon 
        demand, for any amount which may have been paid by Sublessor in 
        discharging such lien, together with interest at the Interest Rate 
        from the date of the expenditure by Sublessor to the date of 
        repayment by Sublessee. 

                        19.5    TIME.  Time is of the essence of this Sublease. 
        If any date set forth for the performance of any obligation or for the
        delivery of any instrument or notice should be on a Saturday, Sunday or
        legal holiday, compliance with such obligations or delivery shall be
        deemed acceptable on the next business day following such Saturday,
        Sunday or legal holiday.  As used herein, the term "legal holiday" means
        any state or federal holiday for which financial institutions and post
        offices are generally closed in the State of Colorado for observance
        thereof.  Except as expressly provided to the contrary in this Sublease,
        all references to days shall mean calendar days.  

                        19.6    ENTIRE AGREEMENT.  This Sublease contains all of
        the covenants, conditions and agreements between the parties concerning
        the Sublease Premises, and shall supersede all prior correspondence,
        agreements and understandings concerning the Sublease Premises, both
        oral and written.  No addition or modification of any term or provision
        of this Sublease shall be effective unless set forth in writing and
        signed by both Sublessor and Sublessee.

                        19.7    SUCCESSORS AND ASSIGNS.  Subject to the
        provisions of this Sublease relating to assignment, mortgaging and
        subletting, this Sublease is intended to and does bind the heirs,
        executors, administrators, successors and assigns of any and all of the
        parties hereto.

                        19.8    AUTHORITY.  Each individual executing this
        Sublease on behalf of Sublessee represents and warrants that he or she
        is duly authorized to execute and deliver this Sublease on behalf of
        Sublessee, and that this Sublease is binding upon Sublessee in
        accordance with its terms.  As a condition precedent to the legal
        effectiveness of this Sublease, Sublessor may, at Sublessor's option,
        require corporate or partnership resolutions as are reasonably necessary
        to establish the authority of Sublessee to execute this Sublease.

                        19.9    EXHIBITS.  The exhibits attached hereto are made
        a part of this Sublease by this reference.

                        19.10   ATTORNEYS' FEES; WAIVER OF JURY TRIAL.  If any
        party commences an action against the other party arising out of or in
        connection with this Sublease, (a) the prevailing party shall be
        entitled to recover from the losing party the cost and expenses of such
        action, including reasonable collection fees, attorneys' fees (including
        without limitation the allocated cost of in-house counsel) and court
        costs; and (b) the parties agree 

                                       25

<PAGE>

        that the matter shall be tried by the court without a jury, and each 
        party specifically waives the right to a jury trial in any such 
        action.

                        19.11   GOVERNING LAW.  This Sublease shall be governed
        by and construed in accordance with the laws of the State of Colorado
        applicable to contracts to be performed in such State.

                        19.12   CAPTIONS.  All captions and headings in this
        Sublease are for the purposes of reference and convenience and shall not
        limit or expand the provisions of this Sublease. 

                        19.13   MASTER LESSOR'S CONSENT.  This Sublease is
        conditioned upon Master Lessor's written approval of this Sublease.  If
        for any reason Master Lessor does not consent to this Sublease within
        the 30 days after the full execution of this Sublease, then this
        Sublease shall terminate, Sublessor shall return to Sublessee the
        Security Deposit (if previously delivered to Sublessor) and any prepaid
        rent, and neither party shall have any other continuing obligation to
        the other with respect to the Sublease Premises or this Sublease.  

                        19.14   DEFINITION OF SUBLESSOR.  As used in this
        Sublease, the term "Sublessor" means only the current owner of the
        leasehold interest of the lessee under the Master Lease at the time in
        question.  Each Sublessor is obligated to perform the obligations of the
        Sublessor hereunder only during the time such Sublessor owns such
        leasehold interest.  Any Sublessor who transfers title to its leasehold
        interest in the Sublease Premises is relieved of all liabilities of
        Sublessor under this Sublease to be performed on or after the date of
        such transfer.

                        19.15   FORCE MAJEURE.  As used in this Sublease, the
        term "Force Majeure" as applied to the obligations of Sublessor shall
        mean strikes, lockouts or labor unrest, shortages of labor or materials,
        disease, pestilence or epidemic, acts of God, governmental actions or
        restrictions, war, enemy action, riot, civil commotion, fire, accident
        or unavoidable casualty, or other causes beyond the reasonable control
        of Sublessor.

                        19.16   JOINT AND SEVERAL LIABILITY.  If more than one
        person and/or entity is Sublessee, the obligations imposed under this
        Sublease shall be joint and several.

                        19.17   WAIVERS.  No provision of this Sublease shall be
        deemed to have been waived, unless such waiver is in writing signed by
        the party against whom the waiver is sought to be enforced and addressed
        to the other party, nor shall any custom or practice which may evolve
        between the parties in the administration of the terms hereof be
        construed to waive either party's right to require the obligations of
        the other party be performed in strict accordance with the terms of this
        Sublease.

                        19.18   QUIET USE AND ENJOYMENT.  So long as Sublessee
        is not in default hereunder, Sublessee's quiet use and enjoyment of the
        Sublease Premises shall not be disturbed.

                                       26

<PAGE>

                IN WITNESS WHEREOF, the parties shall be deemed to have executed
this Sublease as of the date first set forth above.

                                SUBLESSOR:


                                WELLS FARGO BANK, N.A.
                                
                                By: /s/ Leo J. Bauman
                                Name: Leo J. Bauman 
                                Title: Vice President


                                By: /s/ Mark A. Ingram
                                Name: Mark A. Ingram
                                Title: SVP



                                SUBLESSEE:

                                GREASE MONKEY INTERNATIONAL, INC.,
                                a Colorado corporation

                                By: /s/ Dana Klapper Cohen 
                                Name: Dana Klapper Cohen
                                Title: Vice President


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


                                       27

<PAGE>


                              CONSENT OF MASTER LESSOR

        The undersigned, Master Lessor of the Sublease Premises, hereby consents
to the foregoing Sublease.


                                "MASTER LESSOR"

                                PRUDENTIAL INSURANCE COMPANY OF
                                AMERICA, a ______________________



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


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


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