DENVER
      PLACE

    


    


    RANCHER
      ENERGY CORP.

     

    


    OFFICE
      LEASE

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DENVER
      PLACE

    OFFICE
      LEASE

    I
      N D E X

    


     

    
      General
        Lease Provisions-- 

    

    
      	 	 	 	 	 Page	 
	
              1.

            	
              THE
                LEASED PREMISES

            	 	 	
              1

            	 
	
              2.

            	
              DEFINITIONS

            	 	 	
              1

            	 
	
              3.

            	
              TERM
                OF LEASE

            	 	 	
              2

            	 
	
              4.

            	
              BASE
                RENT

            	 	 	
              2

            	 
	
              5.

            	
              COMMENCEMENT
                AND CONDUCT OF BUSINESS

            	 	 	
              3

            	 
	
              6.

            	
              QUIET
                ENJOYMENT

            	 	 	
              3

            	 
	
              7.

            	
              SERVICES

            	 	 	
              3

            	 
	
              7.01

            	
              Standard
                Services

            	 	 	
              3

            	 
	
              7.02

            	
              Additional
                Services

            	 	 	
              4

            	 
	
              7.03

            	
              Interruption
                of Service

            	 	 	
              5

            	 
	
              7.04

            	
              Telephone
                Service Paid by Tenant

            	 	 	
              5

            	 
	
              8.

            	
              BUSINESS
                TAXES, ETC

            	 	 	
              6

            	 
	
              9.

            	
              METERS

            	 	 	
              6

            	 
	
              10.

            	
              USE
                OF ELECTRICITY

            	 	 	
              6

            	 
	
              11.

            	
              REPAIRS
                AND MAINTENANCE

            	 	 	
              6

            	 
	
              12.

            	
              ASSIGNMENT,
                SUBLETTING, PARTING WITH POSSESSION

            	 	 	
              7

            	 
	
              13.

            	
              RULES
                AND REGULATIONS

            	 	 	
              10

            	 
	
              14.

            	
              USE
                OF LEASED PREMISES

            	 	 	
              10

            	 
	
              15.

            	
              TENANT'S
                INSURANCE

            	 	 	
              10

            	 
	
              16.

            	
              CANCELLATION
                OF INSURANCE

            	 	 	
              11

            	 
	
              17.

            	
              OBSERVANCE
                OF LAW

            	 	 	
              12

            	 
	
              18.

            	
              WASTE
                AND NUISANCE

            	 	 	
              12

            	 
	
              19.

            	
              ENTRY
                BY LANDLORD

            	 	 	
              12

            	 
	
              20.

            	
              INDEMNIFICATION
                OF LANDLORD

            	 	 	
              12

            	 
	
              21.

            	
              EXHIBITING
                PREMISES

            	 	 	
              13

            	 
	
              22.

            	
              ALTERATIONS

            	 	 	
              13

            	 
	
              23.

            	
              GLASS

            	 	 	
              14

            	 
	
              24.

            	
              SIGNS
                AND ADVERTISING

            	 	 	
              14

            	 
	
              25.

            	
              NAME
                OF BUILDING

            	 	 	
              14

            	 
	
              26.

            	
              SUBORDINATION
                AND ATTORNMENT

            	 	 	
              14

            	 
	
              27.

            	
              ACCEPTANCE
                OF PREMISES

            	 	 	
              14

            	 
	
              28.

            	
              ESTOPPEL
                CERTIFICATES

            	 	 	
              15

            	 
	
              29.

            	
              FIXTURES

            	 	 	
              15

            	 
	
              30.

            	
              LANDLORD'S
                INSURANCE

            	 	 	
              15

            	 
	
              31.

            	
              FIRES,
                ETC

            	 	 	
              16

            	 
	
              32.

            	
              CONDEMNATION

            	 	 	
              16

            	 
	
              33.

            	
              LOSS
                AND DAMAGE

            	 	 	
              17

            	 
	
              34.

            	
              DELAYS

            	 	 	
              17

            	 
	
              35.

            	
              DEFAULT

            	 	 	
              17

            	 
	
              36.

            	
              REMEDIES
                OF LANDLORD

            	 	 	
              18

            	 
	
              37.

            	
              HOLDING
                OVER

            	 	 	
              20

            	 
	
              38

            	
              DIRECTORY
                BOARD

            	 	 	
              21

            	 
	
              39.

            	
              TRANSFER
                BY LANDLORD

            	 	 	
              21

            	 
	
              40.

            	
              NOTICE

            	 	 	
              21

            	 
	
              41.

            	
              GOVERNING
                LAW

            	 	 	
              22

            	 
	
              42.

            	
              LEASE
                ENTIRE AGREEMENT

            	 	 	
              22

            	 
	
              43.

            	
              BINDING
                EFFECT

            	 	 	
              22

            	 
	
              44.

            	
              SECURITY
                DEPOSIT

            	 	 	
              22

            	 
	
              45.

            	
              INTERPRETATION

            	 	 	
              22

            	 
	
              46.

            	
              SEVERABILITY

            	 	 	
              23

            	 
	
              47.

            	
              INDEPENDENT
                COVENANTS

            	 	 	
              23

            	 
	
              48.

            	
              ADDITIONAL
                NOTICES

            	 	 	
              23

            	 
	
              49.

            	
              GOVERNMENTALLY
                REQUIRED IMPROVEMENTS

            	 	 	
              23

            	 


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              50.

            	
              RECORDING
                - SHORT FORM MEMO

            	 	 	
              23

            	 
	
              51.

            	
              REAL
                ESTATE BROKER

            	 	 	
              24

            	 
	
              52. 

            	
              CAPTIONS
                AND EXHIBITS 

            	 	 	 24	 
	
              53. 

            	
              SUBSTITUTION
                OF OTHER PREMISES 

            	 	 	 24	 
	
              54. 

            	
              ADDITIONAL
                CHARGES FOR TAXES AND LANDLORD'S OPERATING EXPENSES 

            	 	 	 25	 
	
              55. 

            	
              HAZARDOUS
                MATERIALS 

            	 	 	 29	 
	
              56. 

            	
              TELEPHONE
                AND TELECOMMUNICATIONS SERVICE 

            	 	 	 29	 
	
              57.

            	
              TRANSFER
                OF LANDLORD'S INTEREST 

            	 	 	 31	 
	58.	
              TIME
                IS OF THE ESSENCE 

            	 	 	 31	 
	
              59. 

            	
              ADDITIONAL
                PROVISIONS 

            	 	 	 31	 
	
              59.01 

            	
              Warranty
                Disclaimer 

            	 	 	 31	 
	
              59.01 

            	
              Waiver
                of Trial by Jury 

            	 	 	 31	 
	
              59.03 

            	
              Force
                Majeure 

            	 	 	 31	 
	
              59.04 

            	
              Survival
                of Indemnities 

            	 	 	 31	 
	
              59.05 

            	
              Executive
                Orders 

            	 	 	 31	 
	
              59.06 

            	
              Americans
                With Disabilities Act 

            	 	 	 32	 


    

     

    


    
      	
              Addendum

            	 
	
              Exhibit
                A

            	
               Leased
                Premises Diagram

            
	
              Exhibit
                A-1

            	
               Layout
                Plans (to be attached upon completion)

            
	
              Exhibit
                A-2

            	
               Offer
                Space Diagram

            
	
              Exhibit
                B

            	
               Rules
                and Regulations

            
	
              Exhibit
                C

            	
               Lease
                Term Agreement

            
	
              Exhibit
                D

            	
               Parking
                Agreement

            
	
              Exhibit
                E

            	
               List
                of Landlord's Furniture

            
	
              Exhibit
                E-1

            	
               Form
                of Bill of Sale

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    DENVER
      PLACE

    


    Office
      Lease Facing Page

    


    THIS
      OFFICE LEASE FACING PAGE, together with the General Lease Provisions and any
      Schedules or Riders and Lease Guaranties attached hereto, shall constitute
      the
      Lease between Tenant described below, as Tenant, and DENVER PLACE ASSOCIATES
      LIMITED PARTNERSHIP, a Delaware limited partnership, as Landlord, for the Leased
      Premises described below, made and entered into as of the Lease Date specified
      below. 

    

      
        	
                LEASE
                  DATE:

              	
                 October
                  30, 2006

              
	 	 
	
                LANDLORD:

              	
                 DENVER
                  PLACE ASSOCIATES LIMITED

              
	 	
                 PARTNERSHIP,
                  a Delaware limited partnership

              
	 	 
	
                TENANT:

              	
                 RANCHER
                  ENERGY CORP., a Nevada corporation

              
	 	 
	
                LEASED
                  PREMISES:

              	 
	 	 
	
                 Suite
                  Number:

              	
                 1740

              
	 	 
	
                 Floor:

              	
                 Seventeenth
                  (17th) floor, South Tower

              
	 	 
	
                 Total
                  Rentable Area

              	 
	
                 of
                  the Leased Premises:

              	
                 5,869
                  square feet of rentable area

              
	 	 
	
                LEASE
                  TERM:

              	 
	 	 
	
                 Commencement
                  Date:

              	
                 November
                  10, 2006*

              
	
                 

              	 
	
                 Lease
                  Period:

              	
                 Sixty-Three
                  (63) months

              
	
                 

              	 
	
                 Lease
                  Expiration:

              	
                 February
                  9, 2012**

              


      

    

     

    *
      subject
      to adjustment pursuant to subsection 2.01(b) of the Lease

    **
      subject to adjustment pursuant to subsection 2.01(i) of the Lease

    

      
        	
                BASE
                  RENT:

              	 	 	 
	
                 Months
                  1-3:

              	 	
                $

              	
                0.00
                  per annum / $0.00 per month

              	 
	
                 Months
                  4-12:

              	 	
                $

              	
                114,445.56
                  per annum / $9,537.13 per month

              	 
	
                 Months
                  13-36:

              	 	
                $

              	
                120,314.52
                  per annum / $10,026.21 per month

              	 
	
                 Months
                  37-48:

              	 	
                $

              	
                129,117.96
                  per annum / $10,759.83 per month

              	 
	
                 Months
                  49-63:

              	 	
                $

              	
                132,052.56
                  per annum / $11,004.38 per month

              	 


      

    

    


    Base
      Operating Cost including Real Estate Taxes shall be the total amount of
      Operating Expenses (on a per rentable square foot basis) incurred by Landlord
      during the Calendar Year 2007 (Landlord's Operating Expense
      Contribution)

     

     

    
      	Proportionate
              Share of applicable taxes
              and 	 	 	 	 	 	 
	
              Building
                Operating Expenses: 

            	 	 	
              5,869

            	 	 	 
	 	 	 	
              754,288

            	=	
              0.78

            	%
	 	 	 	 	 	 	 


    

    


    
      	LEASE
              DEPOSIT:	
              $40,104.84
                payable at the time of execution and delivery of Lease by Tenant,
                and
                subject to adjustment pursuant to the provisions of Section 44.01
                and
                subsection 62.02(d) of the
                Addendum.

            


    

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    GENERAL
      OFFICE LEASE PROVISIONS

    


    WHEREAS,
      Landlord owns that building commonly known as Denver Place and located at 999
      -
      18th Street, Denver, Colorado 80202 (hereinafter called the "Building"), which
      is situated on a portion of real property being more particularly described
      as
      Lots 1 through 32 inclusive, Block 110, East Denver Subdivision City and County
      of Denver, State of Colorado. The Building, the land upon which the Building
      stands and the land and improvements surrounding the Building and designated
      from time to time by Landlord as land or common areas appurtenant to or
      servicing the Building, together with any other buildings or land located on
      the
      above-described real property are hereinafter called the "Real Property";
      and

    


    WHEREAS,
      Landlord has agreed to lease to Tenant the Leased Premises hereinafter on the
      terms and conditions hereinafter set forth:

    


    1.    THE
      LEASED PREMISES

    


    1.01 NOW,
      THEREFORE, in consideration of the rent and the covenants and agreements
      hereinafter made on the part of the Tenant to be paid, observed and performed,
      the Landlord has demised and leased and by these presents does demise and lease
      the Leased Premises described on the Office Lease Facing Page, attached hereto
      and depicted on the drawing attached hereto as Exhibit
      A
      and
      forming part hereof but excluding therefrom any part of the exterior face of
      the
      Building to the Tenant, together with the right of the Tenant in common with
      the
      Landlord, its other tenants, sub-tenants and invitees thereof to the
      nonexclusive use of the following portions of the Building:

    


    (a) the
      entrance foyer and lobby of the Building; and

    


    (b) the
      common corridors on the floor of the Building on which the Leased Premises
      are
      situated and other areas appurtenant to or servicing the Building, together
      with
      public entrance doors, halls, stairways, passages, elevators, shipping and
      receiving areas and lavatories in the Building, provided, however, that Landlord
      shall have the right from time to time to eliminate, substitute, build upon
      or
      rearrange all of items (a) and (b) above, including, but not limited to, the
      garden court on the third floor of the Building, as Landlord deems appropriate
      in its discretion.

    


    2.    DEFINITIONS

    


    2.01 In
      this
      Lease or on the Office Lease Facing Page, the following terms or words shall
      have the following meanings:

    


    (a) "Business
      Day" means any of the days from Monday to Friday excluding any nationally
      recognized holiday.

    


    (b) "Commencement
      Date" means the date so designated on the Office Lease Facing Page, attached
      hereto, or the date upon which the Landlord notifies the Tenant that the Leased
      Premises are ready for occupancy, whichever last occurs.

    


    (c) "Net
      Rentable Square Feet" or "Net Rentable Area", as the term is used throughout
      this Lease, for a multiple tenancy floor means the total square feet which
      is
      computed by measuring to the inside finish of permanent outer building walls,
      or
      to the center line of the glass if a portion of the outer building wall is
      glass, to the center line of corridor partitions, and to the center of
      partitions that separate the Leased Premises from adjoining rentable area.
      No
      deductions shall be made for columns and projections necessary to the
      Building.

    


    (d) "Net
      Rentable Square Feet" or "Net Rentable Area", as the term is used throughout
      this Lease, for a single tenancy floor, means the total square feet which is
      computed by measuring to the inside finish of permanent outer building walls,
      or
      from the center line of glass. Net Rentable Area shall include all area within
      outside walls less stairs, elevator shafts, flues, pipe shafts, and vertical
      ducts. No deductions shall be made for columns and projections necessary to
      the
      Building. Lavatories or public toilets within and exclusively serving only
      that
      floor, janitor closets, electrical closets, telephone closets, slop sinks and
      a
      proportionate share of main and second floor lobby areas shall be included
      in
      Net Rentable Area.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (e) "Normal
      Business Hours" means the hours from 8 a.m. to 6 p.m. on Business Days and
      the
      hours 8 a.m. to 1 p.m. on Saturdays excluding nationally recognized
      holidays.

    


    (f) "Proportionate
      Share" means the amount so designated on the Office Lease Facing Page, attached
      hereto and calculated by dividing the Total Rentable Area as set forth on the
      Facing Page by 95% of the Total Rentable Area of the Building.

    


    (g) "Public
      Areas" means and shall include all square feet or areas on the floor less the
      Net Rentable square feet and less public stairs, public elevator shafts, flues,
      stacks, pipe shafts, vertical ducts and vents.

    


    (h) "Rent",
      as the term is used throughout this Lease, shall denote the "Base Rent," as
      is
      hereinafter defined, plus all other financial obligations of the Tenant
      hereunder which are herein described as "Additional Rental" or "Additional
      Rent."

    


    (i) "Term"
      means the number of months in the Lease Period, set forth on the Office Lease
      Facing Page attached hereto, to be computed from 12 o'clock noon on the
      Commencement Date and expiring at 12 o'clock noon the last day of such Lease
      Term.

    


    (j) "Total
      Rentable Area of the Leased Premises" means the total square feet of the Net
      Rentable Area of the Leased Premises and Tenant's Proportionate Share of the
      Public Areas on a multiple-tenancy floor; or the total square feet of the Net
      Rentable Area on a single-tenancy floor.

    


    (k) "Total
      Rentable Area of the Building" shall mean 754,288 square feet, which is 95%
      of
      the rentable area of the Building.

    


    3.    TERM
      OF LEASE

    


    3.01 Tenant
      shall have the right to have and hold the Leased Premises for and during the
      Term subject to the payment of the Base Rent and the Additional Rent and the
      full and timely performance by Tenant of the covenants and conditions
      hereinafter set forth. In the event that the Commencement Date has not occurred
      on or before December 15, 2006, then this Lease may be terminated by either
      party upon delivery of written notice to the other party, and in such event
      both
      parties hereto shall be released from all obligations hereunder; provided,
      however, that in the event the delay in the commencement of the Term is due
      to a
      Tenant Delay (hereinafter defined) Tenant shall not have the right to elect
      to
      terminate this Lease pursuant to the provisions of this Section 3.01. In the
      event that the actual Commencement Date of the Lease is other than as set forth
      on the Office Lease Facing Page, Landlord and Tenant shall execute a Lease
      Term
      Agreement in the form attached hereto as Exhibit
      C.

    


    4.    BASE
      RENT

    


    4.01 Tenant
      covenants and agrees to timely pay without notice, deduction, set-off or
      abatement to the Landlord, except as otherwise expressly provided in this Lease,
      at DENVER PLACE ASSOCIATES LIMITED PARTNERSHIP, A/R DEPARTMENT, DENVER, COLORADO
      80256-0165, or such other address as Landlord may notify Tenant of in writing
      not less than thirty (30) days prior to the effective date of the change in
      address, yearly and every year during the Term hereof, the annual Base Rent,
      in
      lawful money of the United States, payable in monthly installments set forth
      on
      the Office Lease Facing Page, attached hereto, each month, in advance on the
      tenth (10th) day of each month during the Term hereof. If the Term hereof
      commences on any day other than the first day of the month, Base Rent for the
      fractions of a month at the commencement of the Term shall be adjusted pro
      rata
      on a per diem basis using a thirty (30) day month.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    5.    COMMENCEMENT
      AND CONDUCT OF BUSINESS

    


    5.01 Tenant
      shall occupy the Leased Premises in a reputable manner and in compliance with
      the provisions of this Lease and the requirements of all applicable governmental
      laws and regulations.

    


    6.    QUIET
      ENJOYMENT

    


    6.01 Landlord
      covenants that if, and so long as Tenant performs each and every covenant,
      agreement, term, provision and condition of this Lease on the part and on behalf
      of Tenant to be kept and performed, Tenant shall quietly enjoy its rights under
      this Lease without hindrance or molestation by Landlord, subject to the
      covenants, agreements, terms, provisions and conditions of this
      Lease.

    


    7.    SERVICES

    


    7.01 Standard
      Services
      .


    


    (a) Climate
      Control.
      Subject
      to any applicable law, rule, or governmental order or regulation, Landlord
      shall
      provide climate control to the Leased Premises during Normal Business Hours
      to
      maintain a temperature adequate for comfortable occupancy, except during the
      making of repairs, alterations or improvements, provided that the
      recommendations of Landlord's engineer regarding occupancy and use of the Leased
      Premises are complied with by Tenant, and provided that the Landlord shall
      have
      no responsibility or liability for failure to supply climate control service
      when stopped as aforesaid or when prevented from doing so by strikes or any
      cause beyond the Landlord's reasonable control, including failure of any utility
      company to provide the Building with appropriate utility service. The Tenant
      acknowledges that the Landlord has installed in the Building a system for the
      purpose of climate control, which system is designed to heat and cool during
      normal occupancy of the Leased Premises as general offices on the basis of
      the
      recommendation of Landlord's engineer regarding occupancy and use of the Leased
      Premises and based upon the window shading (which shading shall, unless
      otherwise consented to by Landlord, be uniform in the Building) being fully
      closed in those offices having exterior windows exposed to the sun and without
      regard to the Tenant's specific use thereof or the installation of any computers
      or data processing equipment. 

    


    (b) Elevator
      Service.

    


    (1) Subject
      to the Rules and Regulations referred to in Section 13.01, the Landlord shall
      furnish to the Building in which the Leased Premises are located, except when
      repairs are being made, elevator service during Normal Business Hours, provided
      that the Tenant, its employees and all other persons using the same shall do
      so
      at their own risk.

    


    (2) There
      shall be no liability on the Landlord for any claim in respect of any failure
      by
      the Landlord to provide elevator service during any power failure or other
      cause
      beyond the control of the Landlord or by reason of the carrying out of any
      repairs, maintenance, or replacement of elevators, nor shall there be, as a
      result of the foregoing, any repayment of or reduction or abatement in the
      rent
      reserved hereby.

    


    (c) Janitorial
      Services.
      The
      Landlord shall cause, when reasonably necessary from time to time, the floors
      to
      be swept or vacuumed and windows to be cleaned and the desks, tables and other
      furniture of the Tenant to be dusted, trash removed (waste baskets), and
      replacement of fluorescent bulbs in Building standard lighting fixtures, all
      in
      keeping with a first class office building, provided, however, that Landlord
      shall not be responsible for any act of omission or commission on the part
      of
      the person or persons employed to perform such work; such work shall be done
      at
      the Landlord's direction without interference by the Tenant, its servants or
      employees.

    


    (d) Water
      and Electricity.
      Subject
      to any law, rule or governmental order or regulation, the Landlord shall make
      available domestic water and, if available, at Landlord's discretion, condenser
      water, in reasonable quantity and cause electric current to be supplied for
      lighting the Leased Premises and public halls and for the operation of office
      equipment, subject to the provisions of Sections 9 and 10 hereof. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    7.02 Additional
      Services.
      The
      following services are being provided to the Leased Premises in addition to
      the
      standard services described in Section 7.01 above ("Additional Services") and
      the costs and expenses incurred by Landlord will be charged directly to Tenant
      as an Additional Services Charge and will not be included in the Operating
      Expenses for the Building:

    


    (a) Climate
      Control Alterations.
      Any use
      of the Leased Premises not in accordance with the design standards or
      arrangement of partitioning which interferes with the normal operation of the
      climate control system described in subsection 7.01(a) above may require changes
      or alterations in the system or ducts through which the same operates. Any
      changes or alterations so occasioned, if such changes can be accommodated by
      the
      Landlord's equipment, shall be made by the Tenant at its cost and expense but
      only with the prior written consent of the Landlord, first had and obtained
      (which consent shall not be unreasonably withheld, conditioned or delayed),
      and
      in accordance with drawings and specifications and by a contractor first
      approved in writing by the Landlord, at Tenant's cost and expense. If Tenant
      shall install, or cause to have installed partitions, equipment or fixtures
      after the Leased Premises have been balanced originally and such installation
      necessitates the re-balancing of the climate control equipment in the Leased
      Premises, the same will be performed by the Landlord at the Tenant's expense
      as
      Additional Services payable on demand, or Landlord may bill Tenant for such
      services with other Additional Services. The Tenant acknowledges that one (1)
      year may be required after the Tenant has fully occupied the Leased Premises
      in
      order to adjust and balance the climate control systems.

    


    (b) Excess
      Utility Use.
      If the
      Tenant's equipment requires utilities in excess of normal quantities set forth
      in Sections 9 and 10 of this Lease, any facilities to supply excess quantities,
      including, without limitation, additional risers, cabling, pipelines, or
      conduits, may be provided by the Landlord at the sole expense of the Tenant
      as
      Additional Services, and in accordance with Sections 9 and 10, subject to the
      following conditions:

    


    (1) the
      Landlord's certified electrical engineer or other consultants shall determine
      that such excess facilities are required by the Tenant's equipment;

    


    (2) it
      is
      within the capabilities of the Landlord and the existing structure to provide
      such excess utilities;

    


    (3) the
      Landlord shall have the right of refusal to supply in the event that the
      supplying of additional facilities shall in any way affect the operation of,
      the
      aesthetics of or structure of the Building, or in any way reduce the efficiency
      of existing electricity, water or other utility supplied to the Building as
      a
      part of the whole thereof;

    


    (4) the
      supplying of additional facilities in order to make the required utilities
      available to the Tenant shall be subject to compliance with all provisions
      of
      law including, without limitation, federal legislative enactments, ordinances
      and other governmental or municipal regulations which shall in any way relate
      to
      the work necessary to be undertaken to make said utilities available;
      and

    


    (5) the
      Tenant shall pay to the Landlord the cost of such excess services as Additional
      Services from time to time upon demand, or Landlord may bill Tenant for such
      services with other Additional Services, such excess services cost to be
      determined by the Landlord's certified, professional engineer for the supply
      of
      condenser water to the Leased Premises.

    


    (c) Non-Standard
      Equipment.
      In the
      event Tenant’s use of the Leased Premises includes the use of existing, or the
      installation of any new machines, equipment, or devices in the Leased Premises
      that do not constitute standard office equipment provided or available to all
      tenants of the Building, including, without limitation, refrigerators,
      dishwashers, garbage disposals, air conditioning units, heating units,
      computers, water heaters, and such other machines, equipment, or devices
      ("Non-Standard Equipment"), the maintenance, repair and replacement of all
      such
      Non-Standard Equipment located in the Leased Premises, regardless of whether
      such Non-Standard Equipment existed in the Leased Premises on the Commencement
      Date or such Non-Standard Equipment was placed in the Leased Premises after
      the
      Commencement Date, shall be made by Tenant at Tenant’s sole cost and expense. In
      the event Tenant fails to maintain, repair or replace any Non-Standard Equipment
      located in the Leased Premises, after ten (10) days written notice of such
      failure from Landlord, Landlord shall have the option (but not the obligation)
      to enter the Leased Premises to undertake the necessary maintenance, repairs
      or
      replacements of such Non-Standard Equipment and Tenant shall reimburse Landlord
      for all of Landlord’s costs and expense incurred in such maintenance, repair or
      replacement as Additional Rent. 

    


    
      
        
        

      

      
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    (d) Excess
      Janitorial Services.
      If
      Tenant requires any janitorial or cleaning services in excess of the amounts
      provided by Landlord according to subsection 7.01(c) (such as cleaning services
      beyond normal office janitorial services for kitchens, computer rooms, or other
      special use areas and carpet cleaning), Landlord will provide such excess
      services to Tenant within a reasonable period after Tenant's request is made
      to
      the manager of the Building, provided that such excess services are available
      from Landlord's regular janitorial or cleaning contractor. Tenant will pay
      the
      cost of such excess services as Additional Services. Landlord will also provide,
      within a reasonable period after Tenant's request is made to the manager of
      the
      Building, or at Tenant's cost and to the extent available to Landlord,
      replacement of bulbs, tubes, or ballasts in any Building non-standard lighting
      fixtures in the Leased Premises. Tenant will pay the costs of such services
      as
      Additional Services. 

    


    (e) Excess
      Services.
      If
      Tenant requires any work, service, or materials performed for, or facilities
      or
      materials furnished to Tenant, to a greater extent or in a manner more favorable
      to Tenant than those performed for or furnished to other tenants of the
      Building, including, but not limited to, supplying paper towels, restocking
      recycling containers, hanging pictures or whiteboards, providing extra keys
      to
      the Leased Premises and any other work or services which relate to Tenant's
      use
      of the Leased Premises, Landlord will provide such excess services to Tenant
      within a reasonable period after Tenant's request is made to the manager of
      the
      Building provided that such excess services are available from the manager
      of
      the Building, or the contractors already retained by the manager of the
      Building. Tenant will pay the cost of such excess services as Additional
      Services. 

    


    7.03 Interruption
      of Service
      . Tenant
      agrees that Landlord shall not be liable for failure to supply any such heating,
      air conditioning, elevator or janitor services or electric current during any
      period when Landlord uses reasonable diligence to supply such services or
      current. It is understood that Landlord reserves the right to temporarily
      discontinue such services, or any of them, or such current at such time as
      may
      be necessary by reason of accident, unavailability of employees, repairs,
      alterations or improvements or whenever by reason of strikes, lockouts, riots,
      acts of God or any other happening beyond the control of Landlord. Landlord
      shall not be liable for damages to persons or property for any such
      discontinuance, nor shall such discontinuance in any way be construed as
      eviction of or cause an abatement of rent or operate to release Tenant from
      any
      of the Tenant's obligations hereunder. Landlord's obligation to furnish services
      or current shall be conditioned upon the availability of adequate energy sources
      from the public utility companies then servicing the downtown area of the City
      and County of Denver. Landlord shall have the right to reduce heating, cooling
      or lighting within the Leased Premises and in the public areas in the Building
      as required by any mandatory or voluntary fuel or energy program. Landlord
      shall
      have the right to enter upon the Leased Premises at all reasonable times after
      reasonable oral notice in order to make such repairs, alterations or adjustments
      as shall be necessary in order to comply with the provisions of any mandatory
      or
      voluntary fuel or energy saving allocation or similar statute, regulation or
      program. Notwithstanding the foregoing provisions of this Section 7.03, Base
      Rent shall be abated as provided below in the case Landlord fails to provide
      a
      service which Landlord has agreed to provide under this Section 7.02, if (i)
      the
      provision of the interruption of the service is within the reasonable control
      of
      Landlord, (ii) if such interruption continues for seven (7) consecutive business
      days, and (iii) as a result of such interruption Tenant is not able to use
      the
      Leased Premises (or the affected portion thereof) for the operation of Tenant’s
      business. In the event of the occurrences of the foregoing, the Base Rent for
      the Leased Premises (or, if only a portion of the Leased Premises is affected,
      prorated for such portion) shall be abated commencing on the eighth (8th)
      business day of such disruption until the service in question has been
      restored.

    


    7.04 Telephone
      Service Paid by Tenant
      . Tenant
      shall separately arrange with the applicable local public authorities or
      utilities, as the case may be, for the furnishing of, and payment for all
      telephone services as may be required by Tenant in the use of the Leased
      Premises. Tenant shall directly pay for such telephone services, including
      the
      establishment and connection thereof, at the rates charged for such services
      by
      said authority or utility and the failure of Tenant to obtain or to continue
      to
      receive such services for any reason whatsoever shall not relieve Tenant of
      any
      of its obligations under this Lease.

    


    
      
        
        

      

      
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    8.    BUSINESS
      TAXES, ETC.

    


    8.01 Tenant
      shall fully and timely pay all business and other taxes, charges, rates, duties,
      assessments and license fees levied, rates imposed, charged or assessed against
      or in respect of the Tenant's occupancy of the Leased Premises or in respect
      of
      the personal property, trade fixtures, furniture and facilities of the Tenant
      or
      the business or income of the Tenant on and from the Leased Premises, if any,
      as
      and when the same shall become due, and to indemnify and hold Landlord harmless
      from and against all payment of such taxes, charges, rates, duties, assessments
      and license fees and against all loss, costs, charges and expenses occasioned
      by
      or arising from any and all such taxes, rates, duties, assessments and license
      fees.

    


    8.02 Tenant
      shall promptly deliver to Landlord for inspection at Landlord's option, upon
      written request of the Landlord, receipts for payment of all taxes, charges,
      rates, duties, assessments and licenses in respect of all improvements,
      equipment and facilities of the Tenant on or in the Leased Premises which were
      due and payable up to one (1) year prior to such request, and in any event
      to
      furnish to the Landlord, if requested by the Landlord, evidence, satisfactory
      to
      the Landlord of any such payments.

    


    9.    METERS

    


    9.01 Tenant
      shall pay as an Additional Services Charge, on demand, or Landlord may bill
      Tenant for such services with other Additional Services, the cost of any
      metering which may be requested by the Tenant to be installed by the Landlord
      in
      the Building for the purpose of determining any utility (including electricity
      and water) consumed in the Leased Premises or any metering which may be required
      by the Landlord to measure any excess usage of electricity, water or other
      utility or energy.

    


    10.    USE
      OF ELECTRICITY

    


    10.01 Tenant's
      use of electricity in the Leased Premises shall be for the operation of building
      standard lighting, electrical fixtures, desk-top computers and other office
      machines and lamps and shall not at any time exceed the capacity of any of
      the
      electrical conductors and equipment in or otherwise serving the Leased
      Premises.

    


    10.02 In
      order
      to ensure that such capacity is not exceeded and to avert possible adverse
      effect upon the Building's electrical services, the Tenant shall not, without
      the Landlord's prior written consent in each instance, connect any additional
      fixtures, appliances or equipment (other than normal office electrical fixtures,
      lamps, desk-top computers and similar office machines) to the Building's
      electrical distribution system or make any alterations or additions to the
      electric system of the Leased Premises existing at the commencement of the
      Term.
      If the Landlord grants such consent, the cost of all additional risers and
      other
      equipment required therefor shall be charged to Tenant as an Additional Services
      Charge and paid by Tenant to Landlord upon demand, or Landlord may bill Tenant
      for such services with other Additional Services. Furthermore, Tenant shall,
      at
      Landlord's option, pay on demand as Additional Services, the cost of any
      electric current or other energy for the operation of heavy accounting
      equipment, copy equipment, computer equipment or other equipment requiring
      more
      than is necessary for normal business office use as determined by the
      Landlord.

    


    11.    REPAIRS
      AND MAINTENANCE

    


    11.01 If
      the
      Building, the elevators, boilers, engines, pipes and other apparatus, or members
      or elements of the Building (or any of them) used for the purpose of climate
      control of the Building or operating the elevators, or if the water pipes,
      drainage pipes, electric lighting or other equipment of the Building or the
      roof
      or outside walls of the Building or parking facilities of Landlord become
      damaged or are destroyed through the negligence, carelessness or misuse of
      the
      Tenant, its servants, agents, employees or anyone permitted by Tenant to be
      in
      the Building, or through Tenant, then the cost of the necessary repairs,
      replacements or alterations shall be borne by the Tenant who shall forthwith
      pay
      the same on demand to the Landlord as Additional Rent.

    


    
      
        
        

      

      
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    11.02 Tenant
      shall keep the Leased Premises in as good order, condition and repair as when
      they were entered upon, loss by fire or other casualty (unless caused by the
      negligence of Tenant, its agents, employees or invitees or the gross negligence
      or willful and wrongful acts of Landlord), unavoidable accident or ordinary
      wear
      and tear excepted. If Tenant fails to keep the Leased Premises in such good
      order, condition and repair as required hereunder to the satisfaction of
      Landlord, Landlord may restore the Leased Premises after three (3) business
      days
      prior written notice to Tenant (except in the event of an emergency or in the
      event there is a threat to the continuance of any insurance coverage in which
      case no prior written notice shall be required) to such good order and condition
      and make such repairs without liability to Tenant for any loss or damage that
      may accrue to Tenant's property or business by reason thereof, and upon
      completion thereof, Tenant shall pay to Landlord, as Additional Rent, upon
      demand, the cost of restoring the Leased Premises to such good order and
      condition and of the making of such repairs.

    


    11.03 Tenant
      shall deliver, at the expiration of the Term hereof or sooner upon termination
      of the Term, the Leased Premises in good repair as aforesaid and in a state
      of
      broom cleanliness. In the event Tenant fails to vacate the Leased Premises
      on a
      timely basis as required, Tenant shall be responsible to Landlord for all costs
      incurred by Landlord as a result of such failure, including, but not limited
      to,
      any amounts required to be paid to third parties who were to have occupied
      the
      Leased Premises.

    


    11.04 Tenant
      shall leave the Leased Premises at the end of each Business Day in a reasonably
      tidy condition for the purpose of allowing the performance of the Landlord's
      cleaning services hereinabove described.

    


    11.05 Landlord
      shall (subject to Articles 31 and 32 and Landlord's rights under Article 54
      and
      except for ordinary wear and tear) maintain the exterior walls and roof and
      load
      bearing elements of the Building and perform routine maintenance in the Common
      Areas (hereinafter defined). Except for load bearing elements of the Building
      located within the Leased Premises, Landlord shall not be required to maintain
      or repair any portions of the Leased Premises.

    


    12.    ASSIGNMENT,
      SUBLETTING, PARTING WITH POSSESSION

    


    12.01 Tenant
      shall not, without the prior written consent of Landlord (which shall not be
      unreasoanbly withheld in the case of an assignment or subletting), (i) assign,
      convey or mortgage this Lease or any interest hereunder except to an Affiliate
      (hereinafter defined) who is not a Prohibited Entity (hereinafter defined);
      (ii)
      suffer to occur or permit to exist any assignment of this Lease to an entity
      which is not an Affiliate ("Non-Affiliate"), or any lien upon Tenant's interest
      hereunder, whether voluntarily, involuntarily or by operation of law; (iii)
      sublet the Leased Premises or any part thereof to a Non-Affiliate; (iv) permit
      the use of the Leased Premises by any parties other than Tenant, its Affiliates
      and their respective employees. Any such action on the part of Tenant without
      Landlord's consent, shall be void and of no effect. Landlord's consent to any
      assignment, subletting or transfer or any assignment, subletting or transfer
      permitted in this Article 12, or Landlord's election to accept any assignee,
      subtenant or transferee as the tenant hereunder and to collect rent from such
      assignee, subtenant or transferee shall not release Tenant or any subsequent
      tenant from any covenant or obligation under this Lease. Landlord shall be
      entitled to withhold consent to a proposed assignment arbitrarily if Landlord
      exercises the right hereinafter set out in Section 12.03. Landlord shall respond
      to a request by Tenant to sublet or assign within ten (10) business days after
      Landlord's receipt of such request and information pertaining to the proposed
      subtenant or assignee required under this Article 12. The sale of fifty percent
      (50%) or more of the stock of Tenant, if Tenant is a corporation, shall
      constitute an assignment of the Lease for purposes of this Section 12.01.
      Consent of the Landlord to an assignment or subletting shall not in any way
      be
      construed to relieve the Tenant from obtaining the consent of the Landlord
      to
      any further assignment or subletting. Without limitation of the circumstances
      in
      which Landlord's withholding of consent to an assignment or subletting shall
      not
      be unreasonable, it shall not be unreasonable for Landlord to withhold its
      consent if the reputation, financial responsibility, or business of the proposed
      assignee or subtenant is unsatisfactory to Landlord, or if Landlord deems such
      business to be not consonant with that of other tenants in the Building, or
      if
      the intended use by the proposed assignee or subtenant conflicts with any
      commitment made by Landlord to any other tenant in the Building, or if in
      Landlord's reasonable judgment the assignment or subletting will have financial
      consequences adverse to Landlord's interest, or if the proposed assignee or
      subtenant is a Prohibited Entity. Tenant shall not publish or otherwise
      disseminate any written advertising material in connection with any proposed
      assignment or sublease of all or any portion of the Leased Premises (the
      "Advertising") without Landlord's prior written approval of the same, which
      approval shall not be unreasonably withheld; provided, however, that no
      Advertising shall contain any reference to the price to be charged in connection
      with any proposed assignment or sublease.

    


    
      
        
        

      

      
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    12.02 For
      the
      purposes of this Lease, the following terms shall have the following
      meanings:

    


    (a) Affiliate
      shall mean (i) any person or entity which, directly or indirectly, controls
      Tenant or is controlled by Tenant or is under common control with Tenant, (ii)
      any successor to Tenant by merger, consolidation or other operation of law,
      (iii) any person or entity to whom all or substantially all of the assets of
      Tenant are conveyed, or (iv) any person or entity purchasing the business which
      Tenant conducts at the Leased Premises. 

    


    (b) "Prohibited
      Entity", unless otherwise agreed in writing by Landlord, shall mean (i) a
      governmental or a governmental subdivision, instrumentality or agency, (ii)
      a
      school, college or university, (iii) an employment, recruitment or temporary
      help service or agency, (iv) a collection agency, (v) any entity or an affiliate
      thereof which has previously defaulted in the performance of its obligations
      under a lease concerning any portion of the Building, (vi) any tenant or
      subtenant of the Building, or (vii) any person or entity or any of their
      affiliates, with whom Landlord, or any affiliate of Landlord, has negotiated
      to
      lease space in the Building within the six month period preceding Tenant's
      request for an assignment or sublease. Tenant further agrees that it shall
      not
      (1) solicit offers for or negotiate to assign the Lease or to sublet any portion
      of the Leased Premises to a Prohibited Entity; or, (2) permit any announcement
      or communication to be made to a Prohibited Entity (including, but not limited
      to the delivery of any Advertising) indicating that the Lease is available
      for
      assignment or any portion of the Leased Premises is available for
      subletting.

    


    12.03 If
      Tenant
      requests Landlord's consent to an assignment of this Lease or to a subletting
      of
      the whole or any part of the Leased Premises to a Non-Affiliate, Tenant shall
      submit to Landlord a written statement, including, without limitation, the
      name
      of the proposed assignee or subtenant, a description of the terms and conditions
      of the proposed assignment or sublease, including the amount of rent Tenant
      will
      be charging the proposed assignee or subtenant, and such information as to
      the
      nature of its business and its financial responsibility and standing as Landlord
      may reasonably require, and the effective date of the proposed assignment.
      Upon
      receipt of such request and information from Tenant, Landlord shall have the
      right exercisable by notice in writing within fourteen (14) days after such
      receipt to cancel and terminate this Lease if the request is to assign this
      Lease or to sublet all of the Leased Premises or, if the request is to assign
      or
      sublet a portion of the Leased Premises to cancel and terminate the Lease with
      respect to such portion, in each case as of the date set forth in Landlord's
      notice of exercise of such right, which shall be neither less than sixty (60)
      nor more than one hundred and twenty (120) days following the giving of such
      notice. If Landlord shall exercise such right Tenant shall surrender possession
      of the entire Leased Premises or the portion which is the subject of the right,
      as the case may be, on the date set forth in such notice in accordance with
      the
      provisions of this Lease relating to surrender of the Leased Premises at the
      expiration of the Term. If this Lease shall be cancelled as to a portion of
      the
      Leased Premises only, the Rent payable by the Tenant under this Lease shall
      be
      abated proportionately. Tenant shall notify Landlord in writing of any
      subletting or assignment to an Affiliate, Tenant shall submit to Landlord a
      statement containing the name, address and affiliation of the proposed subtenant
      or assignee to the Tenant, the terms of the proposed sublease or assignment
      and
      financial and other information with respect to the proposed assignee or
      subtenant as Landlord may reasonably request.

    


    
      
        
        

      

      
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    12.04 If
      the
      Tenant is a corporation or if this Lease with the consent of the Landlord as
      aforesaid is assigned to a corporation, and if any time during the Term hereof,
      any part or all of its corporate shares or voting rights of shareholders shall
      be transferred by sale, assignment, bequest, inheritance, trust, operation
      of
      law or other disposition, or shares be issued so as to result in a change in
      the
      control of said corporation by reason of ownership of greater than fifty percent
      (50%) of the voting shares of the corporation or otherwise, then and so often
      as
      such a change of control shall occur, the Tenant shall notify the Landlord
      in
      writing of such changes and the Landlord shall have the right to terminate
      this
      Lease and the Term, at any time after such change of control by termination,
      provided such corporation is controlled by a Non-Affiliate. Once each Calendar
      Year (as hereinafter defined), the Tenant shall, upon request of the Landlord,
      make available to the Landlord for inspection or copying or both, all books
      and
      records of the Tenant which, alone or with other data, show the applicability
      or
      inapplicability of this Section 12.04. If any shareholder of the Tenant shall,
      upon request of the Landlord fail or refuse to furnish to the Landlord any
      data
      verified by the affidavit of such shareholder or other credible person, which
      data, alone or with other data, show the applicability of Section 12.04, then
      the Landlord may terminate this Lease on sixty (60) day's notice as aforesaid.
      This Section 12.04 shall not apply to the Tenant if on and from the date of
      this
      Lease the control of the Tenant is represented by shares listed on a national
      stock exchange or the NASDAQ Quotation System.

    


    12.05 Contemporaneously
      with any request or proposal by Tenant to sublet or assign any part of this
      Lease, Tenant shall pay all costs, including reasonable attorneys' fees,
      incurred by Landlord in connection with Landlord's investigation of any
      financial or other information of the proposed assignee or subtenant. The
      payment of such costs shall not obligate Landlord in any way to consent to
      any
      proposed assignment or subletting nor shall the amount of costs paid by Tenant
      be applied or used as a set-off to any amounts due or to become due by Tenant
      to
      Landlord.

    


    12.06 If
      Landlord fails to exercise its termination right and its right to withhold
      its
      consent as set forth in the preceding sections of this Article 12, Tenant shall
      pay to Landlord fifty percent (50%) of all profit derived by Tenant from the
      assignment or sublease ("Sublease Profit"). Tenant shall not be required to
      pay
      any Sublease Profit derived by Tenant from an assignment or sublease with an
      Affiliate. In determining Sublease Profit Tenant shall only be permitted to
      deduct (i) leasing commissions and brokerage fees paid by Tenant, (ii) cost
      and
      expense of the construction of public corridors, (iii) reasonable advertising
      expenses, (iv) reasonable attorneys' fees incurred in connection with the
      preparation of such sublease or assignment, (v) the cost of tenant improvements
      to the Leased Premises and other tenant incentives (e.g., moving allowances
      and
      architectural or design allowance) and (vi) any other reasonable out-of-pocket
      costs paid by Tenant and which are directly attributable to such assignment
      or
      sublease. Whenever requested by Landlord, Tenant shall furnish Landlord with
      a
      statement, certified by Tenant's chief financial officer as true, correct and
      complete, setting forth in detail the computation of profit (which computation
      shall be based upon generally accepted accounting principles), and Landlord,
      or
      its representatives, shall have a right of access to the books, records and
      papers of Tenant in relation thereto, and to make copies thereof. Such
      percentage of Tenant's profits shall be paid to Landlord promptly by Tenant
      upon
      Tenant's receipt from time to time of periodic payments from such assignee
      or
      subtenant or at such other earlier time as Tenant shall realize its profits
      from
      such assignment or sublease.

    


    12.07 Notwithstanding
      anything to the contrary contained herein, if Tenant, as a debtor-in-possession
      (the"DIP"), or a trustee for the estate in bankruptcy of Tenant (the "Trustee"),
      assumes this Lease and proposes to assign this Lease, or sublet the Leased
      Premises (or any portion thereof), pursuant to the provisions of the Federal
      Bankruptcy Code, 11 U.S.C. Sections 101 et seq.
      (the
      "Bankruptcy Code") to any person, partnership, corporation or other entity
      (the
      "Proposed Assignee"), then such assumption of this Lease and any such assignment
      or sublease shall be subject to all of the following: 

    


    (a) If
      the
      rental agreed upon between the DIP or the Trustee, as the case may be, and
      the
      Proposed Assignee under any proposed assignment or sublease of the Premises
      (or
      any part thereof) is greater than the rental rate that Tenant must pay Landlord
      hereunder for that portion of the Leased Premises that is subject to such
      proposed assignment or sublease, or if any consideration shall be received
      by
      the DIP or the Trustee, as the case may be, in connection with any such proposed
      assignment or sublease, then all such excess rental or such consideration shall
      be paid or delivered to Landlord, and shall not constitute property of the
      DIP,
      the Trustee, or of the estate of Tenant, as the case may be, within the meaning
      of the Bankruptcy Code; and 

    


    
      
        
        

      

      
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    (b) Any
      proposed assignment or sublease of this Lease by the DIP or the Trustee, as
      the
      case may be, pursuant to provisions of the Bankruptcy Code shall provide
      adequate assurance of future performance under this Lease by the Proposed
      Assignee, which adequate assurance shall include, as a minimum, the following:
      (i) any Proposed Assignee of the Lease shall deliver to Landlord a security
      deposit in an amount equal to at least three (3) monthly installments of Base
      Rent accruing under this Lease; (ii) any Proposed Assignee of the Lease shall
      provide to Landlord an unaudited financial statement, certified to be accurate
      by such Proposed Assignee or by an officer, director or partner thereof and
      dated no later than six (6) months prior to the effective date of such proposed
      assignment or sublease, which financial statement shall show, the Proposed
      Assignee to have a net worth equal to at least the Rent that shall accrue under
      this Lease for the next year of the Term; (iii) any Proposed Assignee shall
      pay
      all Rent not previously paid under this Lease including all payments which
      have
      been suspended, mitigated, nullified or reduced to a claim of any kind against
      Tenant or the Tenant's property, by operation of law or otherwise; and (iv)
      any
      Proposed Assignee shall assume Tenant's obligation to pay Landlord's attorneys'
      fees pursuant to the provisions of this Lease. 

    


    This
      Section 12.07 shall not apply to any assignment or sublease other than pursuant
      to the provisions of the Bankruptcy Code, nor shall it in any way limit
      Landlord's right to damages or other relief in a proceeding under the Bankruptcy
      Code. 

    


    13.    RULES
      AND REGULATIONS

    


    13.01 Tenant
      and employees and all persons visiting or doing business with the Tenant in
      the
      Leased Premises shall be bound by and shall observe the reasonable Rules and
      Regulations promulgated from time to time by the Landlord relating to the
      Building or the Leased Premises of which notice in writing shall be given to
      the
      Tenant and all such rules and regulations shall be deemed to be incorporated
      into and be a part of this Lease. Tenant acknowledges that attached hereto
      as
Exhibit
      B
      and
      incorporated herein by this reference are the current Rules and Regulations
      promulgated by the Landlord for the Building. Any default in the performance
      or
      observance of such rules and regulations shall be a default hereunder and
      Landlord shall have all remedies provided for in this Lease in the event of
      default by Tenant. Landlord, however, shall not be responsible to Tenant for
      nonobservance by any other tenant or person of such rules or regulations. In
      the
      event of any conflict between the provisions of the Lease and the rules or
      regulations, the provisions of the Lease shall prevail.

    


    14.    USE
      OF LEASED PREMISES

    


    14.01 Except
      as
      expressly permitted by prior written consent of the Landlord, the Leased
      Premises shall not be used other than for general business office purposes.
      All
      use of the Leased Premises shall comply with the terms of this Lease and all
      applicable laws, ordinances, regulations or other governmental ordinances from
      time to time in existence, including but not limited to the Skyline Urban
      Renewal Plan and the deed restriction imposed thereunder by the Denver Urban
      Renewal Authority.

    


    15.    TENANT'S
      INSURANCE

    


    15.01 (a) Tenant
      shall, during its occupancy of the Leased Premises and during the entire Term
      hereof, at its sole cost and expense, obtain, maintain and keep in full force
      and effect, and with the Tenant, the Landlord and the mortgagees of the Landlord
      named as beneficiaries therein as their respective interests may appear, the
      following types and kinds of insurance:

    


    (i) "All
      Risk" or "Special Coverage Form" insurance upon property of every description
      and kind owned by the Tenant and located in the Building or for which the
      Tenant, is legally liable or installed by or on behalf of the Tenant, including,
      without limitation, furniture, fittings, installations, alterations, additions,
      partitions, fixtures and anything in the nature of a leasehold improvement
      in an
      amount not less than eighty percent (80%) of the full replacement cost thereof,
      and in the event that there shall be a dispute as to the amount which comprises
      full replacement cost, the decision of the Landlord or the mortgagees of the
      Landlord shall be conclusive.

    


    
      
        
        

      

      
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    (ii) Public
      Liability coverage with respect to the Leased Premises and Tenant's use of
      any
      part of the Building which coverage shall include the business operations
      conducted by the Tenant and any other persons on the Leased Premises. Insurance
      shall be a Comprehensive-General Liability form (including Contractual
      Liability) in an amount not less than $1,000,000.00 per person and $3,000,000.00
      per occurrence whether involving personal injury liability, (or death resulting
      therefrom) or property damage liability, or a combination thereof with a minimum
      aggregate limit of $3,000,000.00 or such higher limits as the Landlord may
      reasonably require from time to time.

    


    (iii) Any
      other
      form or forms of insurance as the Tenant or the Landlord or the mortgagees
      of
      the Landlord may reasonably require from time to time in form, in amounts and
      for insurance risks against which a prudent tenant would protect
      itself.

    


    (iv) Business
      interruption insurance in such amounts as will reimburse the Tenant for direct
      or indirect loss of earnings attributable to all perils commonly insured against
      by prudent tenants or attributable to prevention of access to the Leased
      Premises or to the Building as a result of such perils.

    


    (v) If
      Tenant
      performs any work on the Leased Premises, prior to the commencement of any
      such
      work, Tenant shall deliver to Landlord certificates issued by insurance
      companies qualified to do business in the State of Colorado, evidencing that
      workmen's compensation and public liability insurance and property damage
      insurance, all in the amounts satisfactory to Landlord, are in force and effect
      and maintained by all contractors and subcontractors engaged by Tenant to
      perform such work.

    


    (b) All
      property damage policies written on behalf of the Tenant shall contain a waiver
      of any subrogation rights which the Tenant's insurers may have against the
      Landlord and against those for whom the Landlord is, in law, responsible whether
      any such damage is caused by the act, omission or fault of the Landlord or
      by
      those for whom the Landlord is, in law, responsible.

    


    (c) All
      policies shall be taken out with insurers acceptable to the Landlord and in
      form
      satisfactory from time to time to the Landlord. All policies shall name Landlord
      as an additional insured. The Tenant agrees that certificates of insurance,
      or,
      if required by the Landlord or the mortgagees of the Landlord, certified copies
      of each such insurance policies will be delivered to the Landlord as soon as
      practicable after the placing of the required insurance, but in no event later
      than ten (10) days after Tenant takes possession of all or any part of the
      Leased Premises. All policies shall contain an undertaking by the insurers
      to
      notify the Landlord and the mortgagees of the Landlord in writing not less
      than
      thirty (30) days prior to any material change, cancellation or other termination
      thereof.

    


    (d) The
      Tenant covenants and agrees that in the event of damage or destruction to the
      leasehold improvements in the Leased Premises covered by insurance required
      to
      be taken out by the Tenant pursuant to subsection 15.01(a)(i), the Tenant will
      use the proceeds of such insurance for the purpose of repairing or restoring
      such leasehold improvements. Tenant shall be permitted to request modifications
      to the Leased Premises subject to Landlord's consent (which consent shall not
      be
      unreasonably withheld, provided such modifications do not increase the cost
      nor
      delay the completion of repairing or restoring the Leased Premises). In the
      event of damage to or destruction of the Building entitling the Landlord to
      terminate this Lease pursuant to Section 31.02 hereof, then, if the Leased
      Premises have also been damaged, the Tenant will pay to the Landlord all of
      its
      insurance proceeds relating to the leasehold improvements in the Leased Premises
      and if the Leased Premises have not been damaged, the Tenant will deliver to
      the
      Landlord, in accordance with the provisions of this Lease, the leasehold
      improvements and the Leased Premises.

    


    
      
        
        

      

      
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    16.    CANCELLATION
      OF INSURANCE

    


    16.01 If
      any
      insurance policy upon the Building or any part thereof shall be canceled or
      cancellation shall be threatened or the coverage thereunder reduced or
      threatened to be reduced or the premium therefor increased, in any way by reason
      of the use or occupation of the Leased Premises or any part thereof by the
      Tenant or by any assignee or subtenant of the Tenant or by anyone permitted
      by
      the Tenant to be upon the Leased Premises and, if the Tenant fails to remedy
      the
      condition giving rise to cancellation, threatened cancellation, reduction of
      coverage, or increase in premium within forty-eight (48) hours after notice,
      the
      Landlord may, at its option, enter upon the Leased Premises and attempt to
      remedy such condition or demand payment of the amount of increased premium
      by
      Tenant and the Tenant shall forthwith pay the cost thereof to the Landlord
      as
      Additional Rent. The Landlord shall not be liable for any damage or injury
      caused to any property of the Tenant or of other located on the Leased Premises
      as a result of such entry. In the event that the Landlord shall be unable to
      remedy such condition, then Landlord shall have all of the remedies provided
      for
      in the Lease in the event of a default by Tenant. Notwithstanding the foregoing
      provisions of this Section 16.01, if Tenant fails to remedy as aforesaid, Tenant
      shall be in default of its obligation hereunder and Landlord shall have no
      obligation to attempt to remedy.

    


    17.    OBSERVANCE
      OF LAW

    


    17.01 Tenant
      shall comply with all provisions of law, including, without limitation, federal,
      state, county and city laws, ordinances and regulations and any other
      governmental, quasi-governmental or municipal regulations which relate to the
      partitioning, equipment operation, alteration, occupancy and use of the Leased
      Premises, and to the making of any repairs, replacements, alterations,
      additions, changes, substitutions or improvements of or to the Leased Premises.
      Moreover, the Tenant shall comply with all police, fire, and sanitary
      regulations imposed by any federal, state, county or municipal authorities,
      or
      made by insurance underwriters, and to observe and obey all governmental and
      municipal regulations and other requirements governing the conduct of any
      business conducted in the Leased Premises. Notwithstanding the foregoing, it
      shall be the Landlord's sole cost (subject to the provisions of Article 54)
      and
      responsibility to comply with federal, state, county and city legislative
      enactments, building codes and any other governmental or municipal which relate
      to the Building insofar as they may require changes of a structural nature
      in
      the Building, provided, nevertheless, that such changes shall be the
      responsibility of the Tenant if there are changes required to be made in the
      Tenant's improvements or partitioning whether such changes are required by
      reason of the nature of the use or improvements contemplated or made by the
      Tenant.

    


    18.    WASTE
      AND NUISANCE

    


    18.01 Tenant
      shall not commit, suffer or permit any waste or damage or disfiguration or
      injury to the Leased Premises or common areas in the Building or the fixtures
      and equipment located therein or thereon, or permit or suffer any overloading
      of
      the floors thereof and shall not place therein any safe, heavy business
      machinery, computers, data processing machines, or other heavy items without
      first obtaining the consent in writing of the Landlord (which consent shall
      not
      be unreasonably withheld, conditioned or delayed) and, if requested, by
      Landlord's superintending architect, and not use or permit to be used any part
      of the Leased Premises for any dangerous, noxious or offensive trade or
      business, and shall not cause or permit any nuisance, noise or action in, at
      or
      on the Leased Premises.

    


    19.    ENTRY
      BY LANDLORD

    


    19.01 Tenant
      agrees to and shall permit the Landlord, its servants or agents to enter upon
      the Leased Premises at any time upon reasonable oral notice to Tenant (except
      in
      the event of an emergency in which event no notice shall be necessary) making
      repairs, alterations or improvements to the Leased Premises or to the Building,
      or for the purpose of having access to the underfloor or ceiling ducts, if
      any,
      or to the access panels to mechanical shafts (which the Tenant agrees not to
      obstruct), and the Tenant shall not be entitled to compensation for any
      inconvenience, nuisance or discomfort occasioned thereby. The Landlord, or
      its
      servants or agents may at any time and from time to time enter upon the Leased
      Premises to remove any article or remedy any condition which in the opinion
      of
      the Landlord, reasonably arrived at, would be likely to lead to cancellation
      of
      any policy of insurance hereof, and such entry by the Landlord shall not be
      deemed to be re-entry under subsection 36.01(b) hereof. The Landlord shall
      have
      the right to enter the Leased Premises in order to check, calibrate, adjust
      and
      balance controls and other parts of the heating, ventilation and climate control
      system at any time. The Landlord shall attempt to proceed hereunder in such
      manner as to minimize interference with the Tenant's use and enjoyment of the
      Leased Premises.

    


    
      
        
        

      

      
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    20.    INDEMNIFICATION
      OF LANDLORD

    


    20.01 Tenant
      shall indemnify the Landlord and save it harmless from and against any and
      all
      loss (including loss of rentals payable by the Tenant or other tenants in the
      event of loss either directly or indirectly caused by commission or omission
      of
      Tenant), claims, actions, damages, liability and expenses in connection with
      loss of life, personal injury and damage to property arising from any occurrence
      in, upon or at the Leased Premises or any part thereof, or occasioned wholly
      or
      in part by any act or omission of the Tenant, its agents, or contractors,
      employees, servants, licensees, or concessionaires or invitees or by anyone
      permitted to be on the Leased Premises by the Tenant. In case the Landlord
      shall, without fault on its part, be made a party to any litigation commenced
      by
      or against the Tenant, then the Tenant shall protect and hold the Landlord
      harmless and shall pay all costs, expenses and reasonable attorneys' fees
      incurred or paid by the Landlord in connection with such litigation.


     

    20.02 Unless
      caused by the gross negligence of Landlord, Tenant shall neither hold nor
      attempt to hold Landlord liable for any injury or damage, either proximate
      or
      remote, occurring through or caused by any repairs, alteration, injury or
      accident to the Leased Premises, to adjacent premises or other parts of the
      Building not herein demised, or for any injury or damage occasioned by gas,
      smoke, rain, snow, wind, ice, hail, lightning, earthquake, war, civil disorder,
      strike, defective electrical wiring, or the breaking or stoppage of the plumbing
      or sewage upon or in the Building or adjacent premises, whether said breaking
      or
      stoppage results from freezing or otherwise.

    


    21.    EXHIBITING
      PREMISES

    


    21.01 Tenant
      shall permit the Landlord or its agents to exhibit and show the Leased Premises
      to prospective tenants during Normal Business Hours of the last twelve (12)
      months of the Term or any renewal thereof.

    


    22.    ALTERATIONS

    


    22.01 Tenant
      shall not, without the prior written consent of Landlord (which consent shall
      not be unreasonably withheld or conditioned, provided the alterations,
      improvements and/or additions (i) are not visible from outside of the Leased
      Premises, and (ii) do not require the modification of the electrical, plumbing
      or mechanical systems of the Building), make any alterations, improvements
      or
      additions to the Leased Premises. Any such consented to alterations,
      improvements or additions to the Leased Premises shall be completed at the
      sole
      cost and expense of Tenant, unless otherwise agreed to by Landlord as part
      of
      any consent thereto. If Landlord consents to any alterations, improvements
      or
      additions, it may impose such conditions with respect thereto as Landlord deems
      appropriate, including, without limitation, Landlord's approval of plans and
      specifications for the work (but Tenant shall not be entitled to rely upon
      such
      approval as evidencing that the plans and specifications are proper in any
      respect), use of Landlord's approved contractors to perform the work, insurance
      against liabilities which may arise out of such work, permits necessary for
      such
      work and as-built drawings upon completion of such work, and the furnishing
      to
      Landlord of such security as is determined by Landlord to be appropriate for
      the
      proper completion or such work and its completion free of mechanic's,
      materialmen's and similar liens or claims thereof. All work done by Tenant
      or
      its contractors shall be done in a first-class workmanlike manner, using only
      good grades of materials and without disturbing other tenants and shall comply
      with all insurance requirements and all applicable laws or ordinances and rules
      and regulations of governmental departments or agencies. Before proceeding
      with
      any such work, Tenant shall reimburse Landlord for Landlord's actual costs
      of
      Landlord's architects' review of Tenant's plans and specifications. Any work
      performed by or for Tenant shall be performed by competent workmen whose labor
      union affiliations are compatible with those of the workmen who may be employed
      in the Building by Landlord, its contractors or subcontractors, and Landlord
      shall have the right, at its option, and at no additional cost to Tenant, to
      directly supervise the work, which supervision shall be for the protection
      of
      Landlord's interest only.

    


    
      
        
        

      

      
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    22.02 If
      Tenant
      requests that Landlord, through its contractors, perform the work associated
      with any alteration, improvement or addition to the Leased Premises, and
      Landlord agrees, in its sole discretion, to perform such work, Landlord shall
      provide Tenant with a Tenant Work Order describing the work to be performed
      by
      Landlord and stating the total cost to Tenant for the performance of the work.
      Upon Tenant's acceptance of the Tenant Work Order, the total cost for the work
      stated therein shall become a charge or money obligation herein required to
      be
      paid by Tenant and subject to the Default and Remedies provisions of this Lease
      set forth in Sections 35.01 through 36.05, inclusive. All work performed by
      Landlord under this Section 22.02 shall be subject to the provisions of Section
      22.01.

    


    22.03 All
      alterations, additions or improvements made by Tenant and all fixtures attached
      to the Leased Premises shall become the property of Landlord and remain at
      the
      Leased Premises or, at Landlord's option (to be exercised at the time Landlord
      grants its approval to such alterations, additions or improvements), any or
      all
      of the foregoing shall be removed at the cost of Tenant before the expiration
      or
      sooner termination of this Lease and in such event Tenant shall repair all
      damage to the Leased Premises caused by the installation and/or removal thereof.
      Tenant shall not permit or suffer any signs advertisements or notices to be
      displayed, inscribed upon or affixed on any part of the outside or inside of
      the
      Leased Premises, or in the Building, except on the entrance doors of the Leased
      Premises, and then only of such size, color and style as Landlord may approve.
      Landlord shall have the right to remove unauthorized signs at Tenant's
      expense.

    


    23.    GLASS

    


    23.01 Landlord
      shall pay on demand the cost of replacement with as good quality and size of
      any
      glass broken on the Leased Premises, including outside windows and doors of
      the
      perimeter of the Leased Premises (including perimeter windows in the exterior
      walls) during the continuance of this Lease, unless the glass shall be broken
      by
      the Tenant, its servants, employees or agents acting on its behalf, in which
      event Tenant shall pay on demand the cost of replacement.

    


    24.    SIGNS
      AND ADVERTISING

    


    24.01 Tenant
      shall not install, paint, display, inscribe, place or affix any sign, picture,
      advertisements, notice, lettering or direction on any part of the outside of
      the
      Building or in the interior of the Leased Premises (if visible from outside
      the
      Leased Premises) or other portion of the Building. The Landlord will prescribe
      a
      uniform pattern of identification signs for tenants to be placed on the outside
      of the doors leading into the Leased Premises and other than such identification
      signs, Tenant shall not install, paint, display, inscribe, place or affix,
      or
      otherwise attach, any sign, picture, advertisement, notice, lettering or
      direction on the outside of the Leased Premises for exterior view without the
      written consent of the Landlord.

    


    25.    NAME
      OF BUILDING

    


    25.01 Tenant
      shall not refer to the Building by a name other than that designated from time
      to time by the Landlord, nor to use such name for any purpose other than that
      of
      the business address of Tenant provided that the Tenant may use the street
      address of the Building assigned to it by the Landlord instead of the name
      of
      the Building.

    


    26.    SUBORDINATION
      AND ATTORNMENT

    


    26.01 This
      Lease is subject to and subordinate to all mortgages, deeds of trust, or other
      security instruments (including any deed of trust and mortgage securing bonds
      and all indentures supplemental thereto), whether now in existence or
      subsequently placed on the Real Property and to all underlying, superior, ground
      or land leases, master leases or primary leases (all of which are hereinafter
      referred to collectively as "Mortgage") which may now or hereafter encumber
      the
      Real Property of which the Leased Premises are a part (the mortgagee under
      any
      such Mortgage or the lessor under any such lease is referred to herein as
      "Landlord's Mortgagee"), and to all or any declaration of covenants regarding
      maintenance or use of any areas contained in any portion of the Building ,
      and
      all advances, renewals, modifications, consolidations, replacements and
      extensions thereof of such mortgages and leases and declaration of covenants
      which may now or hereafter affect the Leased Premises or any part thereof.
      This
      clause shall be self-operative and no further instrument of subordination shall
      be required in order for the same to be effective. Notwithstanding the
      foregoing, Tenant hereby appoints the Landlord, the agent, or attorney of the
      Tenant coupled with an interest for the purpose of executing any acknowledgment
      or agreement required by Landlord's Mortgagee. Tenant, hereby attorns to all
      successor owners of the Building, whether or not such ownership is acquired
      as a
      result of a sale, through foreclosure of a Mortgage or otherwise. If Landlord's
      Mortgagee shall elect to have this Lease superior to the lien of its Mortgage,
      and shall give written notice thereof to Tenant, this Lease shall be deemed
      prior to such Mortgage, whether this Lease is dated prior or subsequent to
      the
      date of said Mortgage or the date of recording thereof. With respect to any
      Mortgage first encumbering the Building subsequent to the Commencement Date
      of
      the Lease, upon Tenant's request, Landlord will use its good faith efforts
      to
      cause Landlord's Mortgagee to agree that so long as Tenant is not in default
      of
      its obligations under the Lease, the Lease will not be terminated and Tenant's
      possession of the Leased Premises will not be disturbed by the termination
      or
      foreclosure, or proceeds for enforcement, of such Mortgage.

    


    
      
        
        

      

      
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    27.    ACCEPTANCE
      OF PREMISES

    


    27.01 Subject
      to Landlord's obligation to complete the Landlord's Work (hereinafter defined),
      Tenant accepts the Leased Premises “AS IS, WHERE IS AND WITH ALL FAULTS”. Tenant
      acknowledges that it will examine the Leased Premises before taking possession
      hereunder and agrees that upon so taking possession hereunder Tenant shall
      be
      conclusively deemed to have examined the Leased Premises and that the same
      were
      in good order and such taking of possession shall be conclusive evidence as
      against Tenant that at the time of such possession the Leased Premises were
      in
      good order and satisfactory condition (subject to latent defects), and shall
      be
      acknowledgment of satisfactory completion of any fix-up or remodeling, as the
      case may be which Landlord has agreed to perform.

    


    27.02 Tenant
      agrees that there is no promise, representation or undertaking by or binding
      upon the Landlord with respect to any alteration, remodeling or redecorating
      of
      or installation of equipment or fixtures in the Leased Premises, except such,
      if
      any, as are expressly set forth in this Lease.

    


    28.    ESTOPPEL
      CERTIFICATES

    


    28.01 Tenant
      agrees that it shall at any time and from time to time upon not less than ten
      (10) days' prior notice, execute and deliver to the Landlord a statement in
      writing certifying that this Lease is unmodified and in full force and effect
      (or, if modified, stating the modifications and that the same is in full force
      and effect as modified), the amount of the annual rental then being paid
      hereunder, the dates to which the same, by installment or otherwise, and other
      charges hereunder have been paid, and whether or not there is any existing
      default on the part of the Landlord of which the Tenant has knowledge and such
      other information reasonably required by Landlord, Landlord's Mortgagee, and
      the
      City and County of Denver.

    


    29.    FIXTURES

    


    29.01 Any
      or
      all installations, alterations, additions, partitions and fixtures other than
      Tenant's trade fixtures in or upon the Leased Premises, whether placed there
      by
      the Tenant or the Landlord, shall, immediately upon such placement, become
      the
      property of the Landlord without compensation therefor to the Tenant.
      Notwithstanding anything herein contained, the Landlord shall be under no
      obligation to repair, maintain or insure such installations, alterations,
      additions, partitions and fixtures or anything in the nature of a leasehold
      improvement made or installed by or on behalf of the Tenant. The Landlord may
      elect that any or all installations made or installed by or on behalf of the
      Tenant (other than the Landlord's Work) be removed at the end of the Lease
      Term
      and it shall be the Tenant's obligation to restore the Leased Premises to the
      conditions they were in previous to such alterations, installations, partitions
      and fixtures. Such removal and restoration shall be at the sole expense of
      the
      Tenant.

    


    30.    LANDLORD'S
      INSURANCE

    


    30.01 The
      Landlord covenants and agrees that throughout the Term it will insure the
      Building (excluding foundations and excavations) and the machinery, boilers
      and
      equipment contained therein owned by the Landlord (excluding any property with
      respect to which the Tenant is obliged to insure pursuant to the provisions
      of
      Section 15.01 hereof) against damage by fire and extended perils coverage in
      such reasonable amounts as would be carried by a prudent owner of a similar
      property in the same locale. The Landlord will also, throughout the Term, carry
      public liability and property damage insurance with respect to the operation
      of
      the Building in reasonable amounts as would be carried by a prudent owner of
      a
      similar property in the same locale. The Landlord may, but shall not be obliged
      to, take out and carry any other form or forms of insurance as it or Landlord's
      Mortgagee may reasonably determine advisable. Notwithstanding any contribution
      by the Tenant to the cost of insurance premiums, as provided herein, the Tenant
      acknowledges that it has no right to receive any proceeds from any such
      insurance policies carried by the Landlord and that such insurance will be
      for
      the sole benefit of Landlord with no coverage for Tenant for any risk insured
      against.

    


    
      
        
        

      

      
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    All
      property damage policies written on behalf of the Landlord shall contain a
      waiver of any subrogation rights which the Landlord's insurers may have against
      the Tenant and against those for whom the Tenant is, in law, responsible whether
      any such damage is caused by the act, omission or fault of the Tenant or by
      those for whom the Tenant is, in law, responsible.

    


    31.    FIRES,
      ETC.

    


    31.01 In
      the
      event of damage to the Leased Premises by fire, or other casualty, or damage
      resulting from structural defect, or damage by other casualty against which
      the
      Landlord is insured, and which is not caused by the negligence of Tenant, rent
      shall abate in the proportion that the unusable portion of the Leased Premises
      as determined by Landlord is of the Total Rentable Area of the Leased Premises
      until the Leased Premises are rebuilt; and the Landlord agrees that it will
      with
      reasonable diligence repair such damage under the terms hereof, unless this
      Lease is terminated as hereinafter provided in Sections 31.02 and
      31.03.

    


    31.02 If
      the
      Leased Premises are damaged or destroyed by any cause whatsoever, and if, in
      the
      reasonable opinion of the Landlord, the Leased Premises cannot be rebuilt or
      made fit for the purposes of the Tenant within ninety (90) days of the damage
      or
      destruction, the Landlord instead of rebuilding or making the Leased Premises
      fit for the Tenant, may at its option, terminate this Lease by giving to the
      Tenant, within thirty (30) days after such damage or destruction, notice of
      termination, and thereupon, rent and any other payments for which the Tenant
      is
      liable under this Lease shall be apportioned and paid to the date of such damage
      and the Tenant shall immediately deliver up possession of the Leased Premises
      to
      the Landlord. Provided, however, that those provisions of this Lease which
      are
      designated to cover matters of termination and thereafter shall survive the
      termination hereof. In the event Landlord does not elect to terminate this
      Lease
      pursuant to this Section 31.02 and does not complete repairs or restoration
      within 180 days after such damage, except for delays of up to sixty (60) days
      caused by matters beyond Landlord's reasonable control, Tenant may terminate
      this Lease upon thirty (30) days prior written notice to Landlord.

    


    31.03 Irrespective
      of whether the Leased Premises are damaged or destroyed, in the event that
      fifty
      percent (50%) or more of the Total Rentable Area of the Building is damaged
      or
      destroyed or made unusable by any cause whatsoever, and if, in the reasonable
      opinion of the Landlord the said Total Rentable Area of the Building cannot
      be
      rebuilt or made fit for the purpose of the tenants of such space within one
      hundred and eighty (180) days after the damage or destruction, the Landlord
      may,
      at its option, terminate this Lease by giving to the Tenant within thirty (30)
      days after such damage notice of termination requiring it to vacate the Leased
      Premises sixty (60) days after delivery of the notice of termination and
      thereupon, rent and any other payments for which the Tenant is liable under
      this
      Lease shall be apportioned and paid to the date on which possession is
      relinquished and the Tenant shall deliver up possession of the Leased Premises
      to the Landlord in accordance with such notice of termination.

    


    31.04 If
      the
      fire or other casualty causing damage to the Leased Premises or other parts
      of
      the Building shall have been caused by the negligence or misconduct of Tenant,
      its agents, servants, or employees, or by any other persons entering the
      Building under express or implied invitation of Tenant and the cost of such
      repair is not otherwise covered by Landlord's insurance, such damage shall
      be
      repaired by Landlord at the expense of Tenant (including, without limitation,
      the cost of any deductibles or insurance); provided, however, that the expense
      of Tenant shall not exceed the greater of (i) the amount of Tenant's insurance
      coverage, or (ii) the amount of Tenant's insurance coverage required under
      this
      Lease.

    


    
      
        
        

      

      
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    32.    CONDEMNATION

    


    32.01 If
      more
      than twenty percent (20%) of the Total Rentable Area of the Leased Premises
      shall be taken by eminent domain, or by conveyance in lieu thereof, and if
      such
      taking interferes substantially with the Tenant's use of the Leased Premises,
      then this Lease, at the option of either party evidenced by notice to the other
      given within thirty (30) days from the taking or conveyance, shall forthwith
      cease and terminate entirely. In the event of such termination of this Lease,
      then rental shall be due and payable to the actual date of such termination.
      If
      less than twenty percent (20%) of the Total Rentable Area of the Leased Premises
      shall be taken, or if more than twenty percent (20%) of the Leased Premises
      is
      taken and neither party terminates this Lease, this Lease shall cease and
      terminate as to that portion of the Leased Premises so taken as of the date
      of
      taking, and the rental thereafter payable under this Lease shall be abated
      pro
      rata from the date of such taking in an amount by which that portion of the
      Total Rentable Area of the Leased Premises prior to such taking. If any part
      of
      the Building or Real Property shall be taken by eminent domain, or by conveyance
      in lieu thereof, and if such taking substantially interferes with the Landlord's
      ownership or use of the Building, the Landlord, at its option, may terminate
      this lease as of the date of such taking. In any event, the Landlord shall
      receive the entire award for the land and improvements taken by condemnation
      and
      the Tenant shall not be entitled to any portion thereof. 

    


    33.    LOSS
      AND DAMAGE

    


    33.01 The
      Landlord shall not be liable or responsible in any way for:

    


    (a) any
      death
      or injury arising from or out of any occurrence in, upon or at the Building
      or
      for damage to property of the Tenant or others located on the Leased Premises,
      nor shall it be responsible in the event of damage to any property of the Tenant
      or others from any cause whatsoever, unless such damage, loss, injury or death
      results from the gross negligence or willful misconduct of the Landlord, its
      agents, servants, or employees or others for whom it may be responsible within
      the scope of their employ. Without limiting the generality of the foregoing,
      the
      Landlord shall not be liable for any injury or damage to persons or property
      resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
      rain, snow or leaks from any part of the Leased Premises or from the pipes,
      appliances, or plumbing works, roof, street, or subsurface of any floor or
      ceiling or from any other place or because of dampness or climatic conditions
      from any other cause of whatsoever kind. The Landlord shall not be liable for
      any damage whatsoever caused by any other tenant or persons in the Building,
      or
      by an occupant of adjacent property thereto, or the public, or construction
      of
      any private, public or quasi-public work. All property of the Tenant kept or
      stored on the Leased Premises shall be kept or stored at the risk of the Tenant
      only and the Tenant shall indemnify the Landlord in the event of any claims
      arising out of damages to the same, including any subrogation claim by the
      Tenant's insurers;

    


    (b) any
      act
      or omission (including theft, malfeasance or negligence) on the part of any
      agent, contractor or person from time to time employed by Landlord to perform
      janitor services or security services, or repairs or maintenance services,
      in or
      about the Leased Premises of the Building;

    


    (c) loss
      or
      damage, however caused, to money, securities, negotiable instruments, papers
      or
      other valuables of the Tenant; or

    


    (d) any
      punitive damages or consequential damages.

    


    
      
        
        

      

      
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    34.    DELAYS

    


    34.01 Whenever
      and to the extent that the Landlord shall be unable to fulfill, or shall be
      delayed or restricted in the fulfillment of any obligation hereunder in respect
      to the supply or provision of any service or utility or the doing of any work
      or
      the making of any repairs by reason of being unable to obtain the material,
      goods, equipment, service, utility or labor required to enable it to fulfill
      such obligation or by reason of any statute, law or any regulation or order
      passed or made pursuant thereto, or by reason of the order or direction of
      any
      administrator, controller or board, or any governmental department or officer
      or
      other authority, or by reason of not being able to obtain any permission or
      authority required thereby, or by reason of any other cause beyond its control
      whether of the foregoing character or not, the Landlord shall be entitled to
      extend the time for fulfillment of such obligation by a time equal to the
      duration of such delay or restriction, and the Tenant shall not be entitled
      to
      compensation for any inconvenience, nuisance or discomfort thereby occasioned,
      except as provided in Section 7.03 hereof.

    


    35.    DEFAULT

    


    35.01 Upon
      the
      happening of any one or more of the following events, Landlord may give notice
      to Tenant stating that the Term of this Lease is terminated on a date and if
      such notice shall be given, the Term of this Lease shall terminate on the date
      so stated:

    


    (a) The
      failure of Tenant to timely and fully pay any installment of rent, or other
      charge or money obligation herein required to be paid by Tenant. Provided the
      first two (2) times Tenant fails to make timely payment of such amounts,
      Landlord shall provide Tenant written notice and Tenant shall have five (5)
      business days after receipt of such notice to cure the default, but after the
      first two (2) such instances, failure to pay timely will be an immediate default
      and Landlord shall have no obligation to give additional notice to Tenant or
      grant any cure period.

     

    (b) The
      failure of Tenant to perform any one or more of its other covenants under this
      Lease within ten (10) days after written notice to Tenant specifying the
      covenant or covenants Tenant has not performed.

    


    (c) The
      making by Tenant of an assignment for the benefit of its creditors.

    


    (d) The
      levying of a writ of execution or attachment on or against the property of
      Tenant if the same is not released or discharged within thirty (30) days
      thereafter.

    


    (e) The
      instituting of proceedings in a court of competent jurisdiction for the
      involuntary bankruptcy, arrangement, reorganization, liquidation or dissolution
      of Tenant under the Federal Bankruptcy Code (as now or hereafter in effect)
      or
      any state bankruptcy or insolvency act, or for its adjudication as a bankrupt
      or
      insolvent, or for the appointment of a receiver of the property of Tenant,
      and
      said proceedings are not dismissed, or any receiver, trustee, or liquidator
      appointed therein is not discharged within thirty (30) days after the
      institution of said proceedings.

    


    (f) The
      instituting of proceedings for the voluntary bankruptcy arrangement,
      reorganization, liquidation or dissolution of Tenant under the Federal
      Bankruptcy Code (as now or hereafter in effect) or any state bankruptcy or
      insolvency act or if Tenant shall otherwise take advantage of any state or
      federal bankruptcy or insolvency act as a bankrupt or insolvent.

    


    (g) The
      doing, or permitting to be done, by Tenant of any act which creates a mechanic's
      lien or claim therefor against the land or Building of which the Leased Premises
      are a part of the same is not released or otherwise provided for by
      indemnification satisfactory to Landlord within twenty (20) days
      thereafter.

    


    (h) The
      abandonment or vacating of the Leased Premises for more than sixty (60)
      days.

    


    (i) The
      failure to take possession of the Leased Premises on the term Commencement
      Date.

    


    Notwithstanding
      any such termination, Tenant shall remain liable to Landlord as hereinafter
      provided in Article 36 of this Lease.

    


    35.02 No
      condoning, excusing or overlooking by the Landlord of any default, breach or
      non-observance by the Tenant at any time or times in respect of any covenants,
      provisions or conditions herein contained shall operate as a waiver of the
      Landlord's rights hereunder in respect of any continuing or subsequent default,
      breach or non-observance, or so as to defeat or affect such continuing or
      subsequent default or breach, and no waiver shall be inferred from or implied
      by
      anything done or omitted by the Landlord save only express waiver in writing.
      All rights and remedies of the Landlord in this Lease contained shall be
      cumulative and not alternative.

    


    
      
        
        

      

      
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    36.    REMEDIES
      OF LANDLORD

    


    36.01 If
      an
      event of default set forth in Section 35.01 occurs, the Landlord shall have
      the
      following rights and remedies in addition to all other remedies, at law or
      in
      the equity, and none of the following, whether or not exercised by the Landlord,
      shall preclude the exercise of any other right or remedy whether herein set
      forth or existing at law or in equity:

    


    (a) Landlord
      shall have the right to terminate this Lease by giving the Tenant notice in
      writing, and upon the giving of such notice, this Lease and the Term hereof
      as
      well as all the right, title and interest of the Tenant under this Lease shall
      wholly cease and expire in the same manner and with the same force and effect
      on
      the date specified in such notice as if such date were the expiration date
      of
      the Term of this Lease, without the necessity of re-entry or any other act
      on
      the Landlord's part. Upon termination, the Tenant shall quit and surrender
      to
      Landlord the Leased Premises as set forth in Section 11.03. If this Lease is
      so
      terminated by Landlord, Landlord shall be entitled to recover from the Tenant
      as
      damages the worth at the time of such termination of the excess, if any, of
      the
      amount of rent reserved in this Lease for the balance of the term of this Lease
      (which shall be calculated on the then current rent under this Lease) in excess
      of the then reasonable rental value of the Leased Premises for the same period
      plus all costs and expenses of Landlord caused by the Tenant's
      default.

    


    (b) Landlord
      may, without demand, or notice, re-enter and take possession of the Leased
      Premises or any part thereof, repossess the same and expel the Tenant and those
      claiming through or under the Tenant, and remove the effects of any and all
      such
      persons (forcibly, if necessary) without being deemed guilty of any manner
      of
      trespass and without prejudice to any remedies for arrears of rent or preceding
      breach of covenants. Should the Landlord elect to re-enter as provided in this
      Section 36.01 or should the Landlord take possession pursuant to legal
      proceedings or pursuant to any notice provided for by law, the Landlord may,
      from time to time, without terminating this Lease, relet the Leased Premises
      or
      any part thereof for such other conditions as the Landlord may deem advisable
      with the right to make alterations and repairs to the Leased Premises. No such
      re-entry or repossession of the Leased Premises by the Landlord shall be
      construed as an election on the Landlord's part to terminate this Lease unless
      a
      written notice of termination is given to the Tenant by the Landlord. No such
      re-entry or repossession of the Leased Premises shall relieve the Tenant of
      its
      liability and obligation under this Lease, all of which shall survive such
      re-entry or repossession. Upon the occurrence of such re-entry or repossession,
      the Landlord shall be entitled to damages in the amount of the monthly rent,
      and
      any other sums, which would be payable hereunder if such re-entry or
      repossession had not occurred, less the net proceeds, if any, of any reletting
      of the Leased Premises after deducting all the Landlord's expenses in connection
      with such reletting, including, but without limitation, all repossession costs,
      brokerage commissions, legal expenses, attorney's fees, expenses of employees,
      alteration costs and expenses of preparation for such reletting, Tenant shall
      pay such liquidated damages to the Landlord on the days on which the rent or
      any
      other sums due hereunder would have been payable hereunder if possession had
      not
      been retaken. In no event shall the Tenant be entitled to receive any excess,
      if
      any, of net rent collected by the Landlord as a result of such reletting over
      the sums payable by the Tenant to the Landlord hereunder.

    


    36.02 As
      additional security for the Tenant's performance of its obligations under this
      Lease, the Tenant hereby grants to the Landlord a security interest in and
      to
      all improvements, equipment and other personal property of Tenant situated
      on
      the Leased Premises as security for the payment of all rent and other sums
      due
      or to become due under this Lease. Tenant shall execute such documents as the
      Landlord may reasonably require to evidence the Landlord's security interest
      in
      such personal property. If the Tenant is in default under this Lease, such
      personal property shall not be removed from the Leased Premises (except to
      the
      extent such property is replaced with an item of equal or greater value) without
      the prior written consent of the Landlord. It is intended by the parties hereto
      that this instrument shall have the effect of a security agreement covering
      such
      personal property, and the Landlord, upon the occurrence of an event of default
      set forth in Section 35.01, may exercise any rights of a secured party under
      the
      Uniform Commercial Code of the State of Colorado including the right to take
      possession of such personal property (after ten (10) days' notice to those
      parties required by statute to be notified) to sell the same for the best price
      that can be obtained at public or private sale, and out of the money derived
      therefrom, pay the amount due the Landlord and all costs arising out the
      execution of the provisions of this section, paying the surplus, if any, to
      the
      Tenant. If such personal property, or any portion thereof, shall be offered
      at
      the public sale, the Landlord may become the purchaser thereof. In addition,
      all
      movable furniture and personal effects of Tenant not removed from the Leased
      Premises upon the vacation or abandonment thereof or upon the termination of
      this Lease or for any cause whatsoever shall conclusively be deemed to have
      been
      abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed
      of by Landlord without notice to Tenant or any other power and without
      obligation to account therefor; and Tenant shall pay Landlord all expenses
      incurred in connection with the disposition of such property.

    


    
      
        
        

      

      
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    36.03 If
      the
      Tenant shall default in making any payment required to be made by the Tenant
      (other than payments of rent) or shall default in performing any other
      obligations of the Tenant under this Lease, the Landlord may, but shall not
      be
      obligated to, make such payment or, on behalf of the Tenant, expend such sums
      as
      may be necessary to perform such obligations. All sums so expended by the
      Landlord, shall bear interest thereon at the rate of eighteen percent (18%)
      per
      year, and shall be repaid by the Tenant to the Landlord on demand. No such
      payment or expenditure by the Landlord shall be deemed a waiver of the Tenant's
      default nor shall it affect any other remedy of the Landlord by reason of such
      default.

    


    If
      any
      payment of rent or any other sum, or any part of any such payment, to be made
      by
      Tenant under the terms of this Lease shall become overdue for a period in excess
      of ten (10) days Tenant shall pay to Landlord (x) a "late charge" of $.05 for
      each dollar so overdue, for the purpose of defraying the expense incident to
      handling such overdue or delinquent payment, and (y) interest on the overdue
      amount at the Lease Interest Rate (defined below) from the date when such
      payment was due until the date paid, but in no event more than the amount or
      rate which is the maximum amount or rate Landlord may lawfully charge in respect
      of Tenant in such circumstances under applicable law. The "Lease Interest Rate"
      shall mean the greater of 18% per annum or such variable rate which is from
      time
      to time equal to 3% above the prime rate as stated by U.S. Bank, Denver,
      Colorado or its successor, or, in the absence of there being a successor to
      U.S.
      Bank, by such other bank having an office in the City of Denver, as Landlord
      may
      from time to time select. Nothing herein shall be construed as waiving any
      rights of Landlord arising out of any default of Tenant by reason of Landlord's
      accepting any such late charge or interest; the right to collect a late charge
      and interest is separate and apart from any other rights or remedies of Landlord
      after default by Tenant.

    


    36.04 Nothing
      in this Lease contained shall limit or prejudice the right of Landlord to prove
      and obtain as liquidated damages in any bankruptcy, insolvency, receivership,
      reorganization, or dissolution proceeding an amount equal to the maximum allowed
      by any statute or rule of law governing such a proceeding and in effect at
      the
      time when such damages are to be proved, whether or not such amount be greater,
      equal to or less than the amounts recoverable, either as damages or rent,
      referred to in any of the preceding provisions of this Lease.

    


    36.05 Notwithstanding
      anything in this Article 36 or any other provision of this Lease to the
      contrary, this Lease shall not be terminated by service upon Tenant of a notice
      from Landlord demanding payment of rent or possession of the Leased Premises
      following default by Tenant, or by any action of Tenant to vacate the Leased
      Premises following receipt of such a notice, unless the notice served by
      Landlord includes a statement expressly terminating this Lease. Further,
      Landlord reserves the right to receive payment of all unaccrued rent for the
      balance of the Term originally contemplated under subsection 2.01(i) of this
      Lease (and any extensions or renewals thereof which Tenant shall have become
      bound) following service of such a notice for payment of rent or possession,
      or
      a notice terminating this Lease for Tenant's default.

    


    37.    HOLDING
      OVER

    


    37.01 If
      the
      Tenant shall continue to occupy and continue to pay Rent for the Leased Premises
      after the expiration of this Lease with or without the consent of the Landlord,
      and without any further written agreement, the Tenant shall be a tenant from
      month to month at a monthly Base Rent equal to one hundred twenty-five percent
      (125%) of the last full monthly Base Rent payment due hereunder during the
      first
      (1st) month of Tenant's holdover, and (ii) one hundred fifty percent (150%)
      of
      the last full monthly Base Rent payment due hereunder during any Tenant's
      holdover exceeding one (1) month, and subject to all of the additional rentals,
      charges, terms and conditions herein set out except as to expiration of the
      Lease Term.

    


    
      
        
        

      

      
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    37.02 No
      payments of money by Tenant to Landlord after the termination of this Lease,
      in
      any manner, or after giving of any notice (other than a demand for payment
      of
      money) by Landlord to Tenant, shall reinstate, continue or extend the term
      of
      this Lease or affect any notice given to Tenant prior to the payment of such
      money, it being agreed that after the service of notice or the commencement
      of a
      suit or other final judgment granting Landlord possession of said premises,
      Landlord may receive and collect any sums of Rent due, or any other sums of
      money due under the terms of this Lease, or otherwise exercise its rights and
      remedies hereunder. The payment of such sums of money, whether as rent or
      otherwise, shall not waive said notice, or in any manner affect any pending
      suit
      or judgment theretofore obtained.

    


    38.    DIRECTORY
      BOARD

    


    38.01 Within
      thirty (30) days after the Commencement Date, Landlord shall at its sole cost
      and expense install (the "Initial Installation") Tenant's name and the name
      of
      up to three (3) key employees of Tenant (provided Tenant furnishes such names
      to
      Landlord on or before the Commencement Date). Tenant shall reimburse Landlord
      within ten (10) days after receipt of demand for the cost incurred by Landlord
      to change any names on the Directory Board after the Initial Installation.
      The
      Landlord shall designate the style of such Directory Board, which shall be
      located in an area designated by the Landlord in the main lobby.

    


    38.02 Landlord
      shall, at its sole cost and expense, adjacent to the entrance to the Leased
      Premises, install a Building standard sign identifying Tenant (the "Entrance
      Sign"). Tenant shall be permitted to install a replacement of the Entrance
      Sign,
      at its election and sole cost and expense, using a Building standard sign with
      Tenant's standard graphics subject to Landlord's reasonable
      approval.

    


    39.    TRANSFER
      BY LANDLORD

    


    39.01 In
      the
      event of a sale, lease or other transfer by the Landlord of the Building or
      a
      portion thereof containing the Leased Premises, the Landlord shall, without
      further written agreement, be freed, released and relieved of all liability
      or
      obligations under this Lease, subject to the provisions of Section 44.01
      hereof.

    


    40.    NOTICE

    


    40.01 Any
      notice, request, statement or other writing pursuant to this Lease shall be
      deemed to have been given if sent by registered or certified mail, postage
      prepaid, return receipt requested, or nationally recognized overnight courier,
      to the party at the address stated below:

    


    
      	
            	To
              Landlord:	
              AMERIMAR
                REALTY MANAGEMENT CO.-

            


      	 	 	COLORADO, as agent for
              Landlord 


      	 	 	999 18th Street, Suite
              1201 


      	 	 	Denver, CO
              80202 


      	 	 	 


      	 	With Copy
              to: 	Denver Place Associates Limited
              Partnership 


      	 	 	210 West Rittenhouse Square, Suite
              2000 


      	 	 	Philadelphia, PA
              19103 


      	 	 	 


    

    or
      to
      Tenant at the following address until occupancy of the Leased Premises and
      after
      occupancy of the Leased Premises by Tenant, at the Leased Premises:

    


    
      	 	 	 	 	 	 	
              Rancher
                Energy Corp.

            


    

    1050
      -
      17th Street, Suite 1700

    Denver,
      CO 80265

    Attention:
      John Works

    


    
      
        
        

      

      
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    and
      such
      notice shall be deemed to have been received by the Landlord or Tenant, as
      the
      case may be, on the second business day after the date on which it shall have
      been so mailed.

    


    40.02 Notice
      shall also be sufficiently given if and when the same shall be delivered, in
      the
      case of notice to Landlord, to an executive officer of the Landlord, and in
      the
      case of notice to the Tenant or the Guarantor, to him personally or to an
      executive officer of the Tenant or the Guarantor if the Tenant or the Guarantor
      is a corporation. Such notice, if delivered, shall be conclusively deemed to
      have been given and received at the time of such delivery. If in this Lease
      two
      or more persons are named as Tenant, such notice shall also be sufficiently
      given if and when the same shall be delivered personally to any one of such
      persons.

    


    40.03 Any
      party
      may, by notice to the other, from time to time, designate another address in
      the
      United States or Canada to which notices mailed more than ten (10) days
      thereafter shall be addressed.

    


    41.    GOVERNING
      LAW

    


    41.01 This
      Lease shall be deemed to have been made in and shall be construed in accordance
      with the laws of the State of Colorado.

    


    42.    LEASE
      ENTIRE AGREEMENT

    


    42.01 The
      Tenant acknowledges that there are no covenants, representations, warranties,
      agreements or conditions, expressed or implied, collateral or otherwise forming
      part of or in any way affecting or relating to this Lease save those expressly
      set out in this Lease, the Facing Page and Exhibits attached hereto and that
      this Lease, the Facing Page and Exhibits attached hereto and the Rules and
      Regulations promulgated by Landlord in accordance with Section 13.01 hereof
      constitute the entire agreement between the Landlord and the Tenant and may
      not
      be amended or modified except as explicitly provided or except by subsequent
      agreement in writing of equal formality hereto executed by the Landlord and
      the
      Tenant. 

    


    43.    BINDING
      EFFECT

    


    43.01 Except
      as
      expressly provided herein, this Lease shall inure to the benefit of, and be
      binding upon, the parties hereto and their respective successors and permitted
      assigns, and all covenants and agreements herein contained to be observed and
      performed by the Tenant shall be joint and several. Tenant shall look solely
      to
      the estate and interest of Landlord, its successors and assigns, in and to
      the
      Real Property or the proceeds therefrom for the collection of a judgment (or
      other judicial process) requiring the payment of money by Landlord hereunder,
      and no other property or assets of Landlord shall be subject to levy, execution
      or other enforcement procedure for the satisfaction of Tenant's remedies under
      or with respect to this Lease, the relationship of Landlord and Tenant hereunder
      or Tenant's use of occupancy of the Leased Premises.

    


    44.    SECURITY
      DEPOSIT

    


    44.01 The
      Tenant shall keep on deposit with the Landlord at all times during the term
      of
      this Lease, the Lease Deposit ("Lease Deposit") specified on the Facing Page
      (subject to adjustment pursuant to the provisions of subsection 62.02(d) of
      the
      Addendum) hereof as security for the payment by the Tenant of the rent or any
      other sums due under this Lease and for the faithful performance of all the
      terms, conditions and covenants of this Lease; provided, however, that Landlord
      agrees to return $20,052.42 of the Lease Deposit to Tenant within thirty (30)
      days after the last day of the twenty-second (22nd) month of the Term, provided
      that Tenant has performed all of its obligations under this Lease through and
      including the last day of such calendar month. If at any time during the term
      of
      this Lease the Tenant shall be in default in the performance of any provision
      of
      this Lease after any required notice and expiration of any applicable cure
      period, the Landlord may (but shall not be required to) use the Lease Deposit,
      or so much thereof as necessary, in payment of any rent or any other sums due
      under this Lease in default, in reimbursement of any expense incurred by the
      Landlord and in payment of the damages incurred by the Landlord by reason of
      the
      Tenant's default. In such event, the Tenant shall, on written demand of the
      Landlord, forthwith remit to the Landlord a sufficient amount in cash to restore
      any amounts paid from the Lease Deposit. If the Lease Deposit has not been
      utilized as aforesaid, the Lease Deposit, or as much thereof as has not been
      utilized for such purposes, shall be refunded to the Tenant, without interest,
      upon full performance of this Lease by the Tenant. Landlord shall have the
      right
      to commingle such deposit with other funds of the Landlord. Landlord shall
      deliver the funds deposited herein by the Tenant to any purchaser of the
      Landlord's interest in the Leased Premises in the event such interest be sold,
      and thereupon, the Landlord shall be discharged from further liability with
      respect to the Lease Deposit. Notwithstanding the above provisions of this
      section, if claims of the Landlord exceed the Lease Deposit provided for
      therein, the Tenant shall remain liable for the balance of such
      claims.

    


    
      
        
        

      

      
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    45.    INTERPRETATION

    


    45.01 Unless
      the context otherwise requires, the word "Landlord" whenever it is used herein
      shall be construed to include and shall mean the Landlord, its successors and/or
      assigns, and the word "Lease" shall be construed to include and shall mean
      the
      General Lease Provisions, the Office Lease Facing Page and any Exhibits attached
      hereto unless the context otherwise specifies and the word "Tenant" shall be
      construed to include and shall mean the Tenant, and the executors,
      administrators, successors and/or assigns of the Tenant and when there are
      two
      or more tenants, or two or more persons bound by the Tenant's covenants herein
      contained, their obligations hereunder shall be joint and several; the word
      "Tenant" and the personal pronouns "his" and "it" relating thereto and used
      therewith shall be read and construed as tenants, and "his", "her", "its" or
      "their", respectively, as the number and gender of the party or parties referred
      to each require and the number of the verb agreeing therewith, shall be
      construed and agree with the said word or pronoun so substituted. Time shall
      be
      of the essence in all respects hereunder.

    


    46.    SEVERABILITY

    


    46.01 Landlord
      and Tenant agree that all of the provisions of this Lease are to be construed
      as
      covenants and agreements where used in each separate paragraph hereof. Should
      any provision or provisions of this Lease be illegal or not enforceable, it
      or
      they shall be considered separate and severable from this Lease and its
      remaining provisions shall remain in force and be binding upon the parties
      hereto as though the said provision or provisions had never been
      included.

    


    47.    INDEPENDENT
      COVENANTS

    


    47.01 This
      Lease shall be construed as though the covenants herein between Landlord and
      Tenant are independent, and not dependent, and Tenant shall not be entitled
      to
      any set off of the rent or other amounts owing hereunder against Landlord,
      if
      Landlord fails to perform its obligations set forth herein; provided, however,
      the foregoing shall in no way impair the right of Tenant to commence a separate
      action against Landlord for any violation by Landlord of the provisions hereof
      so long as notice is first given to Landlord and any holder of a mortgage or
      deed of trust covering the Building or any portion thereof and an opportunity
      granted to Landlord and such holder to correct such violation as provided in
      Section 48.01 below.

    


    48.    ADDITIONAL
      NOTICES

    


    48.01 In
      the
      event of any alleged default on the part of Landlord hereunder, Tenant shall
      give written notice to Landlord in the manner herein set forth and shall afford
      Landlord a reasonable opportunity to cure any such default. In addition, Tenant
      shall send notice of such default by certified or registered mail, postage
      prepaid, to the holder of any mortgages or deeds of trust covering the Building
      or any portion thereof of whose address Tenant has been notified in writing,
      and
      shall afford such holder a reasonable opportunity to cure any alleged default
      on
      Landlord's behalf. In no event will Landlord be responsible for any damages
      incurred by Tenant including, but not limited to, lost profits or interruption
      of business as a result of any alleged default by Landlord hereunder.
      Notwithstanding the provisions of this Section 48.01, Tenant shall not be
      required to provide notice to Landlord as a condition of receiving the Base
      Rent
      abatement provided under Section 7.03.

    


    
      
        
        

      

      
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    49.    GOVERNMENTALLY
      REQUIRED IMPROVEMENTS

    


    49.01 If
      any
      improvement or structural modification or addition to the Building is required
      subsequent to the commencement of the term hereof by any change in the laws,
      ordinances, rules, regulations or orders of any governmental or
      quasi-governmental authority having jurisdiction over the Building, the rent
      to
      be paid by Tenant shall be further adjusted, in such amount as Landlord's
      independent certified public accountants may determine so that Tenant pays
      its
      Proportionate Share of Landlord's per square foot cost (computed in the same
      manner as otherwise provided in this Lease) of such improvement or structural
      modification or addition, amortized at a market rate of return over the useful
      life thereof. In determining such adjustment in rent, Landlord's independent
      certified public accountant shall consider any cost reductions to Landlord
      in
      operating the Building resulting from such improvement or structural
      modification or addition. Tenant shall commence payment of any adjustment in
      its
      rent pursuant to this Section 49.01 on the first day of the month following
      notice thereof by Landlord.

    


    50.    RECORDING
      - SHORT FORM MEMO

    


    50.01 This
      Lease shall not be recorded in its entirety. If recorded by Tenant, at
      Landlord's option this Lease shall terminate as of the date of recording and
      Landlord shall have all rights and remedies provided in the case of default
      by
      Tenant hereunder. If requested by Landlord, Tenant shall execute in recordable
      form a short form memorandum of Lease which may, at Landlord's option, be placed
      of record. In addition, if requested by Landlord, Tenant shall execute a
      memorandum of Lease to be filed with the Colorado Department of Revenue on
      such
      form as may be prescribed by said Department within ten (10) days after the
      execution of the Lease or any other such memorandum so that the Landlord may
      avail itself of the provision of statutes such as C.R.S.
§39-22-604(7)(c).

    


    51.    REAL
      ESTATE BROKER

    


    51.01 Landlord
      and Tenant acknowledge and agree that: (i) Landlord has been represented in
      connection with this Lease by Amerimar Realty Management Co.-Colorado ("Agent")
      and by Silverbrae Holdings, Inc. (Garth R. D. Tait and Heidi McKernan)
      ("Silverbrae") as Landlord's agents, and (ii) Tenant has been represented in
      connection with this Lease by The Staubach Company (Lindsay Brown and Tom Lepry)
      ("Staubach") as Tenant’s agent. Tenant agrees to indemnify, defend and hold
      Landlord harmless from and against any claims, for a commission or other
      compensation in connection with this Lease, made by any broker or finder (other
      than Agent, Silverbrae and Staubach) who claim to have dealt with or
      communicated to Tenant in connection with this Lease provided that the Landlord
      has not in fact retained such broker or finder. Landlord agrees to pay Agent,
      Silverbrae and Staubach pursuant to the terms of separate agreements, for their
      services rendered in connection with this Lease, and agrees to indemnify, defend
      and hold Tenant harmless from and against any claims, for a commission or other
      compensation in connection with this Lease, made by any broker or finder who
      claim to have dealt with or communicated to Landlord in connection with this
      Lease provided that Tenant has not in fact retained such broker or
      finder.

    


    52.    CAPTIONS
      AND EXHIBITS

    


    52.01 The
      captions appearing within the body of this Lease have been inserted as a matter
      of convenience and for reference only and in no way define, limit or enlarge
      the
      scope or meaning of this Lease or of any provision hereof. The Exhibits attached
      to this Lease and incorporated herein by this reference are as
      follows:

    


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

       

      
        	
                Addendum

              	 
	
                Exhibit
                  A

              	
                 Leased
                  Premises Diagram

              
	
                Exhibit
                  A-1

              	
                 Layout
                  Plans (to be attached upon completion)

              
	
                Exhibit
                  A-2

              	
                 Offer
                  Space Diagram

              
	
                Exhibit
                  B

              	
                 Rules
                  and Regulations

              
	
                Exhibit
                  C

              	
                 Lease
                  Term Agreement

              
	
                Exhibit
                  D

              	
                 Parking
                  Agreement

              
	
                Exhibit
                  E

              	
                 List
                  of Landlord's Furniture

              
	
                Exhibit
                  E-1

              	
                 Form
                  of Bill of Sale

              


      

    

    


    53.    SUBSTITUTION
      OF OTHER PREMISES

    


    53.01 (a) At
      any
      time after the Commencement Date, Landlord shall have the one-time right during
      the initial Term (and not during the Renewal Term (hereinafter defined)) to
      substitute for the premises then being leased or to be leased hereunder (the
      "Existing Premises") other premises within the North Tower or South Tower of
      the
      Complex located on or above the fourteenth (14th) floor (herein referred to
      as
      the "New Premises"), provided the New Premises are similar in an area and
      utility for Tenant's purposes.

    


    (b) Tenant
      shall vacate and surrender the Existing Premises not later than the later of
      the
      30th day after the date that Landlord shall notify Tenant of Landlord's intent
      to make the substitution in question or the 15th day after Landlord shall have
      substantially completed the work to be done by Landlord in the New Premises.
      As
      of the sooner of such 15th day or the date of such surrender and vacation,
      the
      New Premises shall be the Leased Premises leased under this Lease and the
      Existing Premises shall cease to be the Leased Premises leased under this Lease.
      Landlord shall (A) pay the actual and reasonable out-of-pocket expenses of
      Tenant's moving of its property from the Existing Premises to the New Premises,
      provided Tenant provides reasonable evidence of the costs incurred to Landlord,
      and (B) shall improve the New Premises so that they are substantially similar
      to
      the Existing Premises and promptly reimburse Tenant for its actual and
      reasonable out-of-pocket costs in connection with the relocation of any
      telephone or other communications equipment from the Existing Premises to the
      New Premises.

    


    (d) Tenant
      shall not be entitled to any compensation for any inconvenience or interference
      with Tenant's business, nor to any abatement or reduction in rent, nor shall
      Tenant's obligations under this Lease be otherwise affected, as a result of
      the
      substitution except as otherwise provided in this Section 53.01. Tenant agrees
      to cooperate with Landlord so as to facilitate the prompt completion by Landlord
      of its obligation under this Section 53.01. Without limiting the generality
      of
      the preceding sentence, Tenant agrees to provide to Landlord promptly such
      approvals, instruction, plans, specifications or other information, as may
      be
      reasonably requested by Landlord.

    


    
      	
              54.

            	
              ADDITIONAL
                CHARGES FOR TAXES AND LANDLORD'S OPERATING
                EXPENSES

            


    

    


    54.01 During
      each lease year of the Term (and pro rata for partial lease years) occurring
      after Calendar Year 2007 Tenant shall pay to Landlord "Additional Rent," which
      is equal to the sum of Tenant's Proportionate Share of Operating Expenses and
      Additional Services Charge. Such payment shall be made in equal monthly
      installments in advance, together with the Rent.

    


    54.02 For
      purposes of this Lease, the following terms shall have the meaning hereinafter
      set forth:

    


    (a) "Calendar
      Year" shall mean each calendar year in which any part of the Term falls, through
      and including the year in which the Term expires.

    


    (b) "Common
      Areas" shall mean such areas and facilities of common benefit to the tenants
      and
      occupants of the complex of any portion thereof as Landlord shall make available
      from time to time. Landlord shall operate, manage, equip, heat, ventilate,
      cool,
      light, insure, repair and maintain the Common Areas for their intended purposes
      in such manner as Landlord shall in its sole discretion determine, and may
      from
      time to time change the size, location and nature of any common area, and may
      make installation therein, and alter, move and remove the same, and Landlord
      shall not be subject to liability therefor, nor shall Tenant be entitled to
      any
      compensation, or diminution or abatement of rent, nor shall any such action
      be
      deemed an actual or constructive eviction of Tenant.

    


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

       

    

    (c) "Landlord's
      Operating Expense Contribution" shall mean the total amount of Operating
      Expenses (on a per rentable square foot basis) incurred by Landlord during
      the
      Calendar Year 2007.

    


    (d) "Operating
      Expenses" shall mean the total costs and expenses of every kind and nature
      whatsoever paid or incurred by Landlord (including appropriate reserves) in
      connection with the ownership, operation, management, maintenance and repair
      of
      the Real Property or Building (exclusive of the costs and expenses of providing
      electrical and janitorial service within the leased premises of the retail
      tenants only located in the "Enclosed Shopping Mall," located in an area
      attached to the first and second floors of the Building) and, as allocated
      by
      Landlord, those paid or incurred in connection with the ownership, operation,
      management, maintenance and repair of any garage or other improvements the
      use
      of which is shared by the Building and one or more other buildings. Operating
      Expenses include, but are not limited to, the costs of utilities, insurance,
      Taxes, reasonable administration, general maintenance other than those costs
      reimbursable to Landlord by other tenants in the Building, wages and related
      taxes, cleaning, repairs and replacements, window washing, rubbish removal,
      snow
      removal, sewer charges, fuel, air conditioning, fire protection, signs, general
      landscape maintenance, operation of loudspeakers and any other equipment
      supplying music and any other costs, charges and expenses which, under sound
      management practice, would be regarded as operating expenses. Without limiting
      the generality of the foregoing, Operating Expenses may also include the cost
      of
      all capital improvements for the Building amortized over such number of years
      as
      Landlord may reasonably determine, with interest, at the greater of 12% per
      annum or two per cent (2%) over the "Prime Rate" established from time to time
      by U.S. Bank, Denver, Colorado or its successor, on the unamortized amount
      of
      any capital improvements which, (i) in Landlord's sole opinion, will have the
      effect of reducing any component cost included within Operating Expenses, (ii)
      are made or installed to assure compliance with all governmental rules and
      regulations applicable from time to time, or (iii) under generally applied
      real
      estate accounting practices may be expenses or treated as deferred expenses
      (and
      the amortization and interest so determined for each calendar year shall be
      included in Operating Expenses for that calendar year).

    


    (e) "Taxes"
      shall mean all real estate taxes and assessments, special or otherwise, levied
      or assessed upon or with respect to the Real Property and Building (including
      without limitation, any leasehold improvements therein) and, as allocated by
      Landlord, those levied or assessed upon or with respect to any garage or other
      improvements (and their land) the use of which is shared by the Building and
      one
      or more other buildings, and ad valorem taxes for any personal property used
      in
      the operation of the Real Property and Building and all taxes levied or assessed
      upon or with respect to the leasing, use or occupancy of the Real Property
      or
      any part thereof or the rents or receipts paid or payable to Landlord therefrom
      (including, without limitation, any general gross receipts tax and any income
      tax levied or assessed especially with respect to real property or any type
      of
      real property which includes the Real Property), which Landlord shall become
      obligated to pay or which could become liens on the Real Property. Should the
      State of Colorado, or any political subdivision thereof, or any other
      governmental authority, impose a tax, assessment, charge or fee, which Landlord
      shall be required to pay, wholly or partially in substitution for any of the
      above Taxes, all such taxes, assessments, fees or charges shall be deemed to
      constitute Taxes hereunder but shall be computed as if the Real Property and
      any
      other shared use real property referred to in this subsection was the only
      real
      property of Landlord. "Taxes" shall include all fees and costs, including
      attorneys' fees, appraisals and consultants' fees, incurred by Landlord in
      seeking to obtain a reduction of, or a limit on, any increase in any Taxes
      (regardless or whether any reduction or limitation is obtained). The amount
      of
      any refund of Taxes received by Landlord shall be credited against Taxes for
      the
      year in which such refund is received.

    


    (f) "Proportionate
      Share of Operating Expenses" shall be the product of: (i) the excess of total
      Operating Expenses over Landlord's Operating Expense Contribution multiplied
      by
      (ii) the Proportionate Share defined in subsection 2.01(f) above.

    


    (g) "Additional
      Services Charge" shall mean all expenses and disbursements that Landlord incurs
      in connection with the ownership, operation, and maintenance of the Leased
      Premises, in addition to the services provided as standard to all leased
      premises in the Building, which Additional Services are more specifically
      described and defined in Section 7 above.

    


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

       

    

    54.03 In
      determining the amount of Operating Expenses for each Calendar Year, if less
      than 95% of the rentable office area of the Building shall have been occupied
      at
      any time during such Calendar Year, Operating Expenses shall be deemed for
      such
      Calendar Year to be in the amount reasonably determined by Landlord to be equal
      to that amount of like expenses which normally would be expected to be incurred
      had such occupancy been 95% throughout such Calendar Year. If Landlord shall
      not
      be furnishing any particular work or service (the cost of which, if furnished
      by
      Landlord would be included in Operating Expenses) to a tenant who undertakes
      to
      itself perform or obtain such work or service in lieu of the furnishing thereof
      by Landlord, Operating Expenses shall be deemed for purposes of this Section
      54
      to be increased by an amount equal to the additional Operating Expenses, as
      reasonably determined by Landlord, which would have been incurred during such
      period if Landlord had at its own expense furnished such work or service to
      such
      tenant.

    


    54.04 (a) Landlord
      may, from time to time, compute and furnish Tenant with a bona fide estimate
      of
      the Operating Expenses for the current or ensuing Calendar Year and the
      Proportionate Share of Operating Expenses and Additional Services Charge for
      such Year; provided, however, that such estimate shall not constitute any
      representation or assurance by Landlord of the amount that the actual Operating
      Expenses or Additional Services Charge for such year will be. Thereafter, Tenant
      shall pay to Landlord, on the first day of each month, together with payments
      of
      Rent, one-twelfth (1/12th) of Landlord's estimate of the Proportionate Share
      of
      Operating Expenses for that Calendar Year. With reasonable promptness after
      the
      expiration of each Calendar Year, Landlord shall furnish Tenant with a statement
      (hereinafter called Landlord's Expense Statement), setting forth in reasonable
      detail the Operating Expenses for such Calendar Year, the Proportionate Share
      of
      Operating Expenses for such Calendar Year, and Additional Services Charge.
      If
      the Proportionate Share of Operating Expenses and Additional Services Charge
      for
      such Calendar Year exceeds the amount previously paid by Tenant on account
      of
      Landlord's estimate of such expenses, Tenant shall pay to Landlord the full
      amount of such excess within fifteen (15) days after receipt of Landlord's
      Expense Statement. If the total amount paid by Tenant on account of Landlord's
      estimate exceeds the Proportionate Share of Operating Expenses and Additional
      Services Charge, such excess shall be credited against the next installment
      of
      the Proportionate Share of Operating Expenses and Additional Services
      Charge.

    


    (b) Notwithstanding
      the foregoing, if Landlord is required to pay an amount which it is entitled
      to
      collect from the tenants of the Building, more frequently than required as
      of
      the Commencement Date or if Landlord is required to prepay any such amount,
      or
      if adjustments to the normal rate for any electric, gas or water utility bill
      or
      utility charge applicable during the first year of the Term, Tenant shall pay
      to
      Landlord upon demand Tenant's Proportionate Share of such amount calculated in
      accordance with this Lease.

    


    54.05 If
      the
      Expiration Date fixed for this Lease shall occur on a date other than the end
      of
      a Calendar Year, the Proportionate Share of Operating Expenses for such year
      shall be prorated according to the ratio that the number of days in such
      Calendar Year during which the Term was in effect bears to 365; provided
      however, Landlord may, pending the determination of Operating Expenses for
      such
      year, furnish Tenant with a statement of estimated Operating Expenses and the
      Proportionate Share thereof for such partial Calendar Year. Within thirty (30)
      days after receipt of such statement, Tenant shall remit to Landlord, as
      Additional Rent, the amount of the Proportionate Share of Operating Expenses
      as
      shown on Landlord's statement, together with any Additional Services Charge
      which may be due. After the Operating Expenses and Additional Services Charge
      for such Calendar Year have been finally determined and Landlord's Expense
      Statement has been furnished to Tenant pursuant to Section 54.04, if there
      shall
      have been an underpayment by Tenant of the Proportionate Share of Operating
      Expenses or Additional Services Charge, Tenant shall remit the amount of such
      underpayment to Landlord within thirty (30) days after receipt of such
      statement, and if there shall have been an overpayment, Landlord shall remit
      the
      amount of such overpayment to Tenant within thirty (30) days after the issuance
      of such statement, provided that Tenant is not in default under this Lease.
      The
      expiration or termination of this Lease shall not terminate or impair Tenant's
      obligation to pay the Proportionate Share of Operating Expenses or the
      Additional Services Charge for the Calendar Year in which the Term
      ends.

    


    
      
        
        

      

      
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    54.06 Any
      statement furnished to Tenant by Landlord under the provisions of this Article
      54 shall constitute a final determination as between Landlord and Tenant as
      to
      the rent set forth therein due from Tenant for the period represented thereby,
      unless Tenant, within 60 days after such statement is furnished, shall give
      a
      notice to Landlord that it disputes the correctness thereof, specifying in
      detail the basis for such assertion. Pending resolution of such dispute, Tenant
      shall pay all disputed amounts in accordance with the statement furnished by
      Landlord. Landlord agrees, upon prior written request, during normal business
      hours to make available for Tenant's inspection, at Landlord's offices,
      Landlord's books and records which are relevant to any items in dispute,
      provided Tenant has paid all amounts billed to Tenant on account of Tenant's
      Proportionate Share of Operating Expenses and Additional Services
      Charge.

    


    54.07 Tenant,
      at Tenant's expense, shall have the right, no more frequently than once per
      calendar year, following fifteen (15) days' prior written notice to Landlord,
      to
      audit Landlord's books and records relating to Operating Expenses; provided
      that
      such audit must be concluded within sixty (60) days after the date such
      statement of Operating Expenses has been furnished to Tenant; and provided
      further that such audit does not unreasonably interfere with the conduct of
      Landlord's business. Without limitation upon the foregoing, Tenant's right
      to
      audit Landlord's books and records shall be subject to the following
      conditions:

    


    (1) Such
      audit shall be limited to the calendar year of the applicable Operating Expense
      statement;

    


    (2) Such
      audit shall be conducted during normal business hours and at the location where
      Landlord maintains its books and records;

    


    (3) Tenant
      shall deliver to Landlord a copy of the results of such audit within fifteen
      (15) days after its receipt by Tenant;

    


    (4) No
      audit
      shall be permitted if Tenant is in default under this Lease beyond any
      applicable cure period, including any failure by Tenant to pay any amount in
      dispute;

    


    (5) Tenant
      shall reimburse Landlord within thirty (30) days following written demand for
      the cost of all copies requested by Tenant's auditor; and

    


    (6) Such
      audit must be conducted by a qualified independent accounting or audit firm
      selected by Tenant and reasonably acceptable to Landlord that is not being
      compensated by Tenant on a contingency fee basis and which has agreed with
      Landlord in writing to keep the results of such audit confidential.

    


    Unless
      Landlord in good faith disputes the results of such audit, an appropriate
      adjustment shall be made between Landlord and Tenant to reflect any overpayment
      or underpayment of Tenant’s Proportionate Share of Operating Expenses within
      thirty (30) days after delivery of such audit to Landlord. In the event of
      an
      overpayment by Tenant, Landlord shall make a cash payment to Tenant in the
      amount of such overpayment, or, at Landlord's option, Landlord may credit such
      overpayment against the remaining Base Rent. In the event Landlord in good
      faith
      disputes the results of any such audit, the parties shall in good faith attempt
      to resolve any disputed items. If Landlord and Tenant are able to resolve such
      dispute, final settlement shall be made within thirty (30) days thereafter.
      If
      the parties are unable to resolve any such dispute, any sum on which there
      is no
      longer dispute shall be paid and any remaining disputed items shall be referred
      to a mutually satisfactory third party certified public accountant for final
      resolution. The cost of such certified public accountant shall be paid by the
      party found to be least accurate (in terms of dollars in dispute); provided,
      however, in the event the resolution does not result in a finding that Landlord
      overstated Operating Expenses by more than five percent (5%) Tenant shall be
      responsible for the cost of such certified public accountant. The determination
      of such certified public accountant shall be final and binding and final
      settlement shall be made within thirty (30) days after receipt of such
      accountant's decision.

    


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

       

    

    55.    HAZARDOUS
      MATERIALS

    


    55.01 The
      Landlord hereby represents that to the best of its knowledge, no Hazardous
      Materials (as defined below) are located within the Building. In the event
      that
      Hazardous Materials are located in the Building, not as a result of Tenant's
      conduct, and any action is required to be taken under any Environmental Law
      (hereinafter defined),t hen landlord will promptly give written notice to Tenant
      that identifies the Hazardous Materials and the actions required to be taken
      and
      Landlord will take such action to bring the Building into compliance with
      applicable Environmental Laws within thirty (30) days after the requirement
      arises and will provide reasonable evidence of such compliance to the Tenant;
      provided, however, in the event such compliance or registration cannot
      reasonably be completed or obtained within such thirty (30) days, the Landlord
      will not be in default hereunder provided the Landlord commences such corrective
      action within said thirty (30) days and diligently pursues the same to
      completion.

    


    55.02 Tenant
      shall not store highly flammable materials or goods, explosives, perishable
      foodstuffs, contraband, live animals, materials or goods which emit odors in
      or
      upon the Leased Premises. The Tenant covenants that it shall not store, use
      or
      possess nor permit the storage, use or possession of any Hazardous Substance
      (hereinafter defined) upon the Leased Premises. Hazardous Substance for purposes
      of this Lease shall mean, without limitation, any flammable explosives, radon,
      radioactive materials, asbestos, urea-formaldehyde foam insulation,
      polychlorinated biphenyls, petroleum and petroleum based products, methane,
      hazardous materials, hazardous wastes, hazardous or toxic substances or related
      materials, as defined in the Comprehensive Environmental Response, Compensation
      and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.
      (including the so-called "Superfund" amendments thereto); the Toxic Substances
      Control Act, as amended, 15 U.S.C. Sections 2601, et seq.; the Resource
      Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Sections 6901,
      et
      seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Sections
      5101, et seq. (formerly 49 U.S.C. 1801, et seq.); or any other similar law,
      rule, regulation or statute concerning the protection of the environment
      (collectively "Environmental Laws"). Tenant hereby covenants and agrees, at
      its
      sole cost and expense, to indemnify, protect and defend and save harmless the
      Landlord and any of its members, managers, employees and agents from and against
      any and all damages, losses, liabilities, obligations, penalties, claims,
      litigation, demands, defenses, judgments, suits, actions, proceedings, costs,
      disbursements and expenses (including, without limitation, attorneys' and
      experts' fees, expenses and disbursements) of any kind or nature whatsoever
      which may at any time be imposed upon, incurred by or asserted or awarded
      against the Landlord, its members, managers, agents or employees relating to,
      resulting from or arising out of Tenant's failure to comply with its obligations
      under the foregoing section or Tenant's violation of any Environmental Law
      with
      respect to its use of the Leased Premises. Notwithstanding any provision
      contained in this Lease to the contrary, the indemnification provisions set
      forth in this Section 55.02 shall survive any expiration or termination of
      this
      Lease.

    


    56.    TELEPHONE
      AND TELECOMMUNICATIONS SERVICE

    


    56.01 (a) Tenant
      acknowledges and agrees that all telephone and telecommunications services
      ("Telecommunications Services") desired by Tenant shall be ordered and utilized
      at the sole expense of Tenant. Unless Landlord otherwise requests or consents
      in
      writing, all equipment, apparatus and devices, including without limitation
      wiring and cables, for the provisions of Telecommunications Services (the
      "Telecommunications Equipment") shall be and remain solely in the Leased
      Premises. Unless otherwise specifically agreed in writing, Landlord shall have
      no responsibility for the maintenance of Tenant's Telecommunications Equipment,
      nor for any wiring or other infrastructure to which Tenant's Telecommunications
      Equipment may be connected. Tenant agrees that, to the extent any
      Telecommunications Services are interrupted, curtailed or discontinued, Landlord
      shall have no obligation or liability with respect thereto and it shall be
      the
      sole obligation of Tenant, at its sole expense, to obtain substitute
      service.

    


    (b) Landlord
      shall have the right, upon such notice as is practicable in the case of
      emergencies, and otherwise upon reasonable prior notice to Tenant, to interrupt
      or turn off telecommunications facilities in the event of emergency or as
      necessary in connection with repairs to the Building or installation of
      telecommunications equipment for other tenants of the Building.

    


    
      
        
        

      

      
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    (c) Any
      and
      all Telecommunications Equipment installed in the Leased Premises, or elsewhere
      in the Building by or on behalf of Tenant, including wiring and other facilities
      for the provision of Telecommunications Services, shall be removed by Tenant
      upon the expiration or earlier termination of the Term of this Lease, by Tenant
      at its sole expense or, at Landlord's election, by Landlord at Tenant's sole
      expense, with the cost thereof to be paid as Additional Rent under this
      Lease.

    


    (d) If
      the
      Telecommunications Equipment is not removed within thirty (30) days of the
      termination or expiration of this Lease, the Telecommunications Equipment shall
      conclusively be deemed to have been abandoned and may be removed, appropriated,
      sold, stored, destroyed, otherwise disposed of, or retained and used, by
      Landlord without notice to Tenant, without obligation to account therefor,
      and
      without payment to Tenant or credit against any amount due from Tenant to
      Landlord pursuant to this Lease. Tenant shall pay to Landlord upon demand all
      costs of any such removal, disposition and storage of the Telecommunications
      Equipment, as well as all costs to repair any damage to the Building caused
      by
      such removal.

    


    (e) In
      the
      event that Tenant wishes at any time to utilize the services of a telephone
      or
      telecommunications provider whose equipment is not then servicing the Building
      (a "New Provider"), no such New Provider shall be permitted to install its
      lines
      or other equipment within the Building without first securing the prior written
      approval of the Landlord, which approval may be withheld in Landlord's sole
      and
      absolute discretion. Landlord's approval shall not be deemed any kind of
      warranty or representation by Landlord, including, without limitation, any
      warranty or representation as to the suitability, competence or financial
      strength of the New Provider. Without limitation of Landlord's right to withhold
      consent in its sole and absolute discretion, Landlord may refuse to give its
      approval unless all of the following conditions are satisfied: (i) Landlord
      shall incur no expense whatsoever with respect to any aspect of the New
      Provider's provision of its services, including, without limitation, the costs
      of installation, materials and services; (ii) prior to commencement of any
      work
      in or about the Building by the New Provider, the New Provider shall supply
      Landlord with such written indemnities, insurance, financial statements, and
      such other items as Landlord, in its sole and absolute discretion, determines
      to
      be necessary to protect its financial interests and the interests of the
      Building related to the proposed activities of the New Provider; (iii) the
      New
      Provider agrees in writing to abide by such rules and regulations, building
      and
      other codes, job site rules and such other requirements as are determined by
      Landlord, in its sole and absolute discretion, to be necessary to protect the
      interest of the Building, the tenants in the Building and Landlord; (iv)
      Landlord determines, in its sole and absolute discretion, that there is
      sufficient space in the Building for the placement of all of the New Provider's
      equipment and materials; (v) Landlord receives from the New Provider such
      compensation as is determined by the Landlord, in its sole and absolute
      discretion, to compensate it for space used in the Building for the storage
      and
      maintenance of the New Provider's equipment, for the fair market value of the
      New Provider's access to the Building, and any costs which may be expected
      to be
      incurred by Landlord; and (vi) all of the foregoing matters are documented
      in a
      written agreement between Landlord and the New Provider, the form and content
      of
      which are satisfactory to Landlord in its sole and absolute
      discretion.

    


    (f) Notwithstanding
      any provision of the preceding subsection to the contrary, the refusal of
      Landlord the grant its approval to any New Provider shall not be deemed a
      default or breach by Landlord of its obligation under this Lease, and in no
      event shall Tenant have the right to terminate this Lease or claim entitlement
      to rent abatement for Landlord's refusal to grant Tenant's request for approval
      of a New Provider. The provisions of this Section 56.01 may be enforced solely
      by Tenant and Landlord and are not for the benefit of any other party.
      Specifically, but without limitation, no telephone or telecommunications
      provider is intended to be, nor shall be deemed, a third party beneficiary
      of
      this Lease.

    


    (g) Tenant
      shall not utilize any wireless communications equipment (other than usual and
      customary cellular telephones), including antenna and satellite receiver dishes,
      within the Leased Premises or the Building, without Landlord' prior written
      consent. Such consent shall be granted only in the sole and absolute discretion
      of the Landlord, and shall be conditioned in such a manner, in Landlord's sole
      and absolute discretion, so as to protect Landlord's financial interests and
      the
      interests of the Building, and the other tenants therein.

    


    
      
        
        

      

      
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    57.    TRANSFER
      OF LANDLORD'S INTEREST

    


    57.01 Notwithstanding
      anything contained herein to the contrary, Tenant agrees that neither Landlord
      nor any partner in Landlord, nor any other person having any interest, direct
      or
      indirect, immediate or more removed than immediate, in Landlord, shall have
      any
      personal liability with respect to any of the provisions of this Lease and
      Tenant shall look solely to the estate and property of Landlord in the Property
      for the satisfaction of Tenant's remedies, including without limitation, the
      collection of any judgment or the enforcement of other judicial process
      requiring the payment or expenditure of money by Landlord, subject, however,
      to
      the prior rights of any holder of any mortgage covering all or part of the
      Property, and no other assets of Landlord or its partners, or of any other
      aforesaid person having an interest in Landlord, shall be subject to levy,
      execution or other judicial process for the satisfaction of Tenant's claims.
      Without limitation of the foregoing, upon each transfer of the Building and
      the
      Landlord's interest in this Lease, the transferor shall automatically be
      released from all liability and obligations under this Lease.

    


    58.    TIME
      IS OF THE ESSENCE

    


    58.01 Time
      is
      of the essence hereof.

    


    59.    ADDITIONAL
      PROVISIONS

    


    59.01 Warranty
      Disclaimer
      .
      LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE LEASED
      PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S
      OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE
      LEASED PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER,
      AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO
      PAY
      THE RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH
      BY
      LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR
      IMPLIED.

    


    59.02 Waiver
      of Trial by Jury
      .
      LANDLORD AND TENANT SHALL, AND HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION,
      PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST
      THE
      OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH
      THE
      LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF
      THE
      LEASED PREMISES, AND ANY EMERGENCY STATUTORY OR ANY OTHER STATUTORY
      REMEDY.

    


    59.03 Force
      Majeure
      . Other
      than for Tenant's obligations under this Lease that can be performed by the
      payment of money (e.g., payment of Rent and maintenance of insurance), whenever
      a period of time is herein prescribed for action to be taken by either party
      hereto, such party shall not be liable or responsible for, and there shall
      be
      excluded from the computation of any such period of time, any delays due to
      strikes, riots, acts of God, shortages of labor or materials, war, governmental
      laws, regulations, or restrictions, or any other causes of any kind whatsoever
      which are beyond the control of such party.

    


    59.04 Survival
      of Indemnities
      . Each
      indemnity agreement and hold harmless agreement contained herein shall survive
      the expiration or termination of this Lease.

    


    59.05 Executive
      Orders
      . Tenant
      represents and warrants to Landlord that (a) Tenant is not listed on the
      Specially Designated Nationals and Blocked Person List maintained by the Office
      of Foreign Asset Control, Department of the Treasury ("OFAC"), pursuant to
      the
      requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001)
      (the "Order") or on any other lists of terrorist or terrorist organizations
      ("Lists") issued pursuant to the rules and regulations of OFAC or in any other
      enabling legislation or other Executive Orders in respect thereof (the Order
      and
      such other rules, regulations, legislation or orders are collectively called
      the
      "Orders"); (b) Tenant is not and will not be engaged in any activities
      prohibited in the Orders; (c) Tenant has not been convicted or pleaded nolo
      contendere to charges related to activity prohibited in the Orders; (d) Tenant
      will not permit the Premises to be used for activities prohibited in the Orders
      nor permit the Premises to be occupied by any person on such Lists; and (e)
      Tenant has not pleaded nolo contendere to, or been convicted, indicted,
      arraigned, or custodially detained on, charges involving money laundering,
      predicate crimes to money laundering, or any violation of any Anti-Money
      Laundering Laws (hereinafter defined). "Anti-Money Laundering Laws" means those
      laws, regulations, and sanctions, state and federal, criminal and civil, that
      (1) limit the use of and/or seek the forfeiture of proceeds from illegal
      transaction; (2) limit commercial transactions with designated countries or
      individuals believed to be terrorists, narcotics dealers, or otherwise engaged
      in activities contrary to the interests of the United States; (3) require
      identification and documentation of the parties with whom a Financial
      Institution (as defined in 31 U.S.C. § 5312, et seq.), the Trading With The
      Enemy Act (50 U.S.C. App. §§ 1, et seq.), the International Emergency Economic
      Powers Act (50 U.S.C. §§ 1701, et seq.), and the sanction regulations
      promulgated pursuant thereto by OFAC, as well as laws relating to prevention
      and
      detection of money laundering in 18 U.S.C. §§ 1956-57.

     

    59.06 Americans
      With Disabilities Act
      . The
      Landlord hereby represents that to the best of its knowledge that the Building
      currently complies with the Americans With Disabilities Act, 42 USC §12101
et seq.
      and
      regulations currently promulgated thereunder ("ADA"). In the event the
      representation contained in this subsection is materially untrue or incorrect
      and as a result thereof the Tenant's use and enjoyment of the Leased Premises
      is
      materially and adversely affected, the Landlord shall be permitted thirty (30)
      days after receipt of written notice from the Tenant to bring the Building
      into
      compliance with the ADA and to provide reasonable evidence of the same to the
      Tenant; provided, however, in the event such compliance cannot reasonably be
      completed or obtained within such thirty (30) days, the Landlord will not be
      in
      default hereunder provided the Landlord commences such corrective action within
      said thirty (30) days and diligently pursues the same to
      completion.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, Landlord and Tenant, intending to be legally bound hereby,
      have
      executed this Agreement of Lease as of the day and year first above
      written.

     

    


    
      	 	 	 	 	 	
              LANDLORD:

            


    

    


    DENVER
      PLACE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited
      partnership

    


    
      	 	
              By:

            	
              Amerimar
                Realty Management Co.-Colorado

            


    

    


    
      	 	
              By:

            	
              Amerimar
                Realty Management Co.-Pennsylvania, its general
                partner

            


    

    


    
      	 	
              By:

            	
              ARC-Management
                Co., Inc., its general partner

            


      	 	 	 


      	Date:
              ___________________ 	 	By:_________________________________ 


      	 	 	David G. Marshall,
              President 


    

    


    


        

     

    


    


    


    TENANT:

    


    RANCHER
      ENERGY CORP., a Nevada corporation

    


    


    


    
      	Date:______________________	
              By:____________________________________________________

            


      	
            	 	(Title) 


    

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    
      ADDENDUM

      


      THIS
        ADDENDUM, made as of the 30th day of October, 2006, is between Amerimar Realty
        Management Co.-Colorado, as agent for DENVER PLACE ASSOCIATES LIMITED
        PARTNERSHIP, a Delaware limited partnership ("Landlord") and
        RANCHER
        ENERGY CORP., a Nevada corporation ("Tenant"). Landlord and Tenant have executed
        simultaneously with this Addendum that certain Denver Place Office Lease
        (the
        "Lease") pertaining to certain space in the building commonly known as Denver
        Place and located at 999 Eighteenth Street, Denver, Colorado. In the event
        of
        any conflict between the provisions of this Addendum and the provisions of
        the
        other portions of the lease, the provisions of this Addendum shall control.
        The
        capitalized terms used herein and not defined herein shall have the same
        meanings used in the other portions of the Lease. Landlord and Tenant hereby
        agree that the Lease is amended and supplemented as follows:

       

      60.    TENANT
        IMPROVEMENTS.

      


      60.01
        Landlord shall, at its own cost and expense, in a good and workmanlike manner,
        cause the Leased Premises to be improved and completed in accordance with
        the
        plans and specifications (the “Final Layout Plans”) to be prepared by Lewis
        Himes Associates, incorporating the use of a reasonable quantity of Building
        standard materials and finishes and mutually agreed upon by Landlord and
        Tenant
        which shall be attached hereto as Exhibit
        A-1
        upon
        completion and agreement (such work being herein called "Landlord's Work").
        In
        the event Landlord and Tenant fail to mutually agree upon the Final Layout
        Plans
        on or before November 1, 2006 then either party may terminate this Lease
        upon
        delivery of written notice to the other party on or before November 1, 2006.
        Landlord reserves the right: (i) to make substitutions of material or components
        of equivalent grade and quality when and if any specified material or component
        shall not be readily or reasonably available, and (ii) to make changes
        necessitated by conditions met in the course of construction, provided that
        Tenant's approval of any substantial change shall first be obtained (which
        approval shall not be unreasonably withheld or delayed so long as there shall
        be
        general conformity with the Final Layout Plans). Tenant shall on or before
        November 1, 2006 by
        notice
        to Landlord designate a single individual who Tenant agrees shall be available
        to meet and consult with Landlord at the Leased Premises as Tenant’s
        representative respecting the matters which are the subject of this Article
        60
        and who, as between Landlord and Tenant, shall have the power to legally
        bind
        Tenant, in making requests for changes, giving approval of plans or work,
        giving
        directions to Landlord or the like, under this Article 60; and any notice
        or
        delivery given to such person personally or at his place of business shall
        have
        the same effect as a notice or delivery given to Tenant.

      


      60.02 Landlord
        currently estimates that the Landlord’s Work can be completed to a level
        permitting Tenant’s occupancy on or before November 10, 2006 provided the Final
        Layout Plans are mutually agreed to by November 1, 2006. If Landlord shall,
        for
        any reason (including, without limitation, failure to complete the work,
        if any,
        required to be done by Landlord under this lease) fail to make available
        to
        Tenant possession of the Leased Premises on or before November 10, 2006 or
        any
        other date, Landlord shall not be subject to any liability for such failure
        nor
        for any failure to timely complete any work. Under such circumstances, Tenant’s
        obligations to pay Base Rent and Tenant’s Share of Operating Expenses shall not
        commence until the Commencement Date; and such failure to make available
        to
        Tenant possession of the Leased Premises on or before November 10, 2006 or
        any
        other date or to timely complete any work, shall not in any other way affect
        the
        validity or continuance of this Lease, nor the Term or the obligations of
        Tenant
        hereunder. Such deferral of rent shall be Tenant’s sole and exclusive right and
        remedy with respect to any such failure. There shall be no deferral of rent,
        however, if any such failure is caused in whole or part by any act or omission
        of Tenant, its agents, servants, employees or contractors, which has the
        effect
        of hindering or delaying Landlord's delivery of possession or the timely
        completion of any work to be done by Landlord (hereinafter a "Tenant Delay")
        including, without limitation, (a) any delay caused by failure to mutually
        agree
        upon the Final Layout Plans on or before November 1, 2006, (b) any delay
        which
        is caused by changes in the work to be performed by Landlord in readying
        the
        Leased Premises for Tenant's occupancy, (c) any delay, not caused by Landlord,
        in furnishing materials or procuring labor required to be furnished or procured
        for the completion of the Leased Premises, or (d) any delay which is caused
        by
        any failure by Tenant, without regard to any grace period applicable thereto,
        promptly to furnish to Landlord any required information, approval or consent
        or
        caused by any good faith reluctance on the part of Landlord to approve any
        information required to be submitted by Tenant and approved by Landlord,
        or (e)
        any delay which is caused by the performance of any work or activity in the
        Leased Premises by Tenant or any of its employees, agents or contractors,
        including but not limited to any of the Tenant Installations (hereinafter
        defined). The time for Landlord’s completion of Landlord’s Work will be extended
        on a day-by-day basis for each day of delay attributable to a Tenant Delay.
        Tenant also shall pay to Landlord, within 10 days after receipt of demand
        made
        from time to time, a sum equal to any additional cost to Landlord in completing
        the Leased Premises resulting from any Tenant Delay.

      


      
        
          
          

        

        
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      60.03 Landlord
        and Tenant acknowledge that the Leased Premises may be available for occupancy
        and therefore the Commencement Date may occur prior to the completion of
        Landlord’s Work. In the event Tenant occupies the Leased Premises prior to
        completion of Landlord’s Work, Tenant agrees to permit Landlord and its
        contractor, subcontractor and employees to access the Leased Premises at
        all
        times, and without further notice, to complete the Landlord’s Work, Landlord
        agrees to use all reasonable efforts to minimize interference with Tenant’s use
        of the Leased Premises and operation of its business during completion of
        Landlord’s Work, but Tenant confirms its understanding and agreement that
        completion of the Landlord’s Work may result in noise, vibration, dirt, dust and
        other circumstances necessarily arising from such construction. Landlord
        shall
        have no liability (and Tenant shall not be entitled to claim damages or any
        actual or constructive eviction, or right of offset or reduction in its rent
        or
        other monetary obligations) as a consequence of any disruption or interference
        with Tenant’s use of the Leased Premises or conduct of its business throughout
        the completion of such construction. In the event the Leased Premises are
        available for Tenant’s occupancy prior to November 10, 2006, Tenant shall, at
        its election, be permitted to occupy the Leased Premises subject to all the
        terms and provisions of this Lease; provided, however, Tenant shall not be
        obligated to pay Base Rent for that period of time occurring from the date
        the
        Leased Premises are ready for occupancy up to November 10, 2006.

      


      60.04 Within
        fifteen (15) days after the Landlord’s Work is completed, Landlord and Tenant
        shall prepare a mutually agreed-upon list (“LW Punch List”) of items of the
        Landlord’s Work that need to be corrected or repaired. Landlord agrees to cause
        the items set forth in the LW Punch List to be corrected or repaired within
        thirty (30) days after the date the LW Punch List is prepared. As used in
        this
        Section 60.04, “LW Punch List” items means minor details of construction or
        decoration that do not interfere with the Tenant’s use and enjoyment of the
        Leased Premises.

      


      61.    TENANT'S
        RIGHT OF FIRST OFFER

      


      61.01
        Upon and subject to all the terms and conditions set forth in this Article
        61,
        Landlord hereby grants to Tenant a right of first offer (the "Right of First
        Offer") covering that office space located upon the seventeenth (17th) floor
        of
        the Building, consisting of approximately 3,000 square feet of rentable area
        and
        which is depicted on Exhibit
        A-2
        attached
        hereto (the "Offer Space"). The Right of First Offer shall be on the following
        terms and conditions:

      


      (a) If
        Landlord shall desire to lease all or any portion of the Offer Space, as
        evidenced by the initiation of formal negotiations with or the issuance of
        a
        proposal to a third party by or on behalf of Landlord covering any portion
        of
        the Offer Space, or Landlord's acceptance of a proposal from a third party
        which
        will have an anticipated occupancy date occurring within the first thirty-six
        (36) months of the Term of this Lease, Landlord shall first offer to lease
        such
        part of the Offer Space (the "Designated Offer Space") to Tenant, by giving
        written notice to Tenant. Such notice shall specify the date on which the
        Designated Offer Space is expected to be available for Tenant's lease (the
        "Scheduled Designated Offer Space Commencement Date"). Within seven (7) days
        after Landlord gives Tenant such notice, Tenant shall, by written notice
        to
        Landlord (the "Offer Notice"), elect or decline to exercise it Right of First
        Offer. If Tenant fails to deliver the Offer Notice to Landlord within such
        period of seven (7) days, Tenant shall be deemed to have declined to exercise
        its Right of First Offer. If Tenant declines or is deemed to have declined
        to
        exercise its Right of First Offer, Landlord thereafter shall have the right
        to
        lease such Designated Offer Space to any party upon such terms and conditions
        and for such period or successive period of time as Landlord, in its sole
        discretion, shall determine. Notwithstanding the foregoing, Tenant shall
        have no
        right to exercise the Right of First Offer (and, at Landlord's option, any
        previous exercise of the Right of First Offer shall be null and void) if
        at the
        time Tenant first attempts to exercise the Right of First Offer, or at any
        time
        thereafter until the Designated Offer Space has been added to the Leased
        Premises, Tenant is in default under this Lease. The Right of First Offer
        shall
        be subject and subordinate to any renewal, expansion and/or similar rights
        granted to any tenant of the Building prior to the date of this Lease or
        granted
        to any tenant leasing any Designated Offer Space after the Tenant declines
        or is
        deemed to have declined to exercise its Right of First Offer. The Right of
        First
        Offer shall terminate in any event, upon the last day of the thirty-sixth
        (36th)
        month of the Term.

      


      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

         

      

      (b) In
        the
        event Tenant exercises the Right of First Offer, Tenant shall deliver to
        Landlord the Tenant's proposed layout plans and specifications for such
        Designated Offer Space (the “DOS Layout Plans”) within ten (10) business days
        after delivery of the Offer Notice. The DOS Layout Plans shall provide for
        a
        level of improvements comparable to the level of the Landlord’s Work, shall
        provide for the use of a reasonable quantity of Building standard materials
        and
        finishes, and shall be subject to Landlord’s approval. Upon the Offer Notice
        being given and within such time as Landlord reasonably determines is necessary
        to complete such Designated Offer Space for occupancy, Landlord shall cause
        such
        Designated Offer Space to be improved and completed in a manner consistent
        with
        the approved DOS Layout Plans (the "Designated Offer Space Improvements").
        Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased
        Premises during construction of the Designated Offer Space Improvements and
        Tenant confirms its understanding that completion of the Designated Offer
        Space
        Improvements may result in noise, vibration, dirt, dust and other circumstances
        necessarily arising from such construction. Landlord shall have no liability
        (and Tenant shall not be entitled to claim damages or any actual or constructive
        eviction, or right of offset or reduction in its rent or other monetary
        obligations) as a consequence of any disruption or interference with Tenant’s
        use of the Leased Premises or conduct of its business throughout the completion
        of such construction. The "Commencement Date" with respect to the Designated
        Offer Space ("Designated Offer Space Commencement Date") shall be deemed
        to be
        that date which is the later of the Scheduled Designated Offer Space
        Commencement Date or the first business day after the substantial completion
        of
        the Designated Offer Space Improvements.

      


      (c) Landlord
        shall afford Tenant and its employees and agents (each herein referred to
        as a
        "Tenant Party" and collectively the "Tenant Parties") access to the Designed
        Offer Space at reasonable times prior to the occupancy of the Designed Offer
        Space only in the presence of a representative of the Landlord, and at Tenant's
        sole risk and expense, for the purposes of inspecting and verifying Landlord's
        performance of the Designed Offer Space Improvements. Tenant shall advise
        Landlord promptly of any objection to the construction of the Designed Offer
        Space Improvements. Within fifteen (15) days after the Designed Offer Space
        Improvements are completed, Landlord and Tenant shall prepare a mutually
        agreed
        upon list ("DOS Punch List") of items of the Designed Offer Space Improvements
        that need to be corrected or repaired. Landlord agrees to cause the items
        set
        forth in the DOS Punch List to be corrected or repaired within thirty (30)
        days
        after the date the DOS Punch List is prepared. As used in this subsection
        61.01(c), "DOS Punch List" items means minor details of construction or
        decoration that do not interfere with Tenant's use and enjoyment of the
        Desiganted Offer Space.

      


      (d) The
        Designated Offer Space shall be added to the Leased Premises, for all purposes,
        as of the Designated Offer Space Commencement Date for the balance of the
        Term
        of this Lease and subject to and upon the following economic terms and all
        of
        the other terms, covenants and conditions of this Lease, except
        that:

      


      (i) in
        the
        event the Designated Offer Space Commencement Date occurs during the first
        nine
        (9) months of the Term of this Lease, Base Rent for the Designated Offer
        Space
        shall be at the same rate payable by Tenant for the Leased Premises on a
        per
        rentable square foot basis. For example purposes, if Tenant delivers its
        Offer
        Notice to Landlord on January 1, 2007 concerning the Designated Offer Space
        consisting of 3,000 square feet of rentable area with a Designated Offer
        Space
        Commencement Date of the first day of the seventh (7th) month of the Term,
        the
        annual Base Rent for such Designated Offer Space shall be (w) $58,500.00
        during
        the seventh (7th) through the twelfth (12th) month of the Term (based on
        a rate
        of $19.50 per r.s.f. per annum); (x) $61,500.00 during the thirteenth (13th)
        through the thirty-sixth (36th) month of the Term (based on a rate of $20.50
        per
        r.s.f. per annum), (y) $66,000.00 during the thirty-seventh (37th) through
        the
        forty-eighth (48th) month of the Term (based on a rate of $22.00 per r.s.f.
        per
        annum), and (z) $67,500.00 during the forty-ninth (49th) through the sixty-third
        (63rd) month of the Term (based on a rate of $22.50 per r.s.f. per
        annum).

      


      
        
          
          

        

        
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      (ii) in
        the
        event the Designated Offer Space Commencement Date occurs after the expiration
        of the ninth (9th)
        month
        of the Term of this Lease, the Base rent shall be at the “Designated Offer Space
        Fair Market Rental Rate” or “DOS FMRR” as defined in subsection 61.01(e)
        below.

      


      (iii) Landlord
        shall make available to Tenant and Tenant shall have the non-assignable option
        to rent from Operator (hereinafter defined) one (1) unreserved parking space
        located within the Parking Garage (hereinafter defined) for every 1,000 square
        feet of rentable area contained in the Designated Offer Space at the monthly
        rate posted from time to time by the Operator and otherwise subject to the
        terms
        of the Parking Agreement attached hereto as Exhibit
        D
        (the
“Parking Agreement”). Tenant must exercise its option to rent any additional
        parking spaces within thirty (30) days after the Designated Offer Space
        Commencement Date.

      


      (iv) Tenant's
        Proportionate Share shall be increased to a new percentage, calculated in
        accordance with the provisions of the Lease by increasing the rentable area
        of
        the Leased Premises by the number of square feet comprising the rentable
        area of
        such Designated Offer Space. Tenant's obligation to pay Base Rent and the
        additional rent calculated pursuant to the Lease for the Designated Offer
        Space
        shall commence on the Designated Offer Space Commencement Date. Upon addition
        of
        the Designated Offer Space to the Leased Premises, the Lease shall be deemed
        modified in the manner set forth above without the necessity of any further
        agreement or document; provided, however, Landlord and Tenant agree to execute,
        acknowledge and deliver an instrument evidencing such modification of the
        Lease
        to be prepared by Landlord.

      


      (e) Designated
        Offer Space Fair Market Rental Rate.

      


      (i) For
        the
        purposes of this subsection 61.01(e), the term "Designated Offer Space Fair
        Market Rental Rate" or "DOSFMRR" for the Designated Offer Space added to
        the
        Leased Premises pursuant to the terms of Section 61.01 shall mean an amount
        per
        square foot of the rentable area of the Designated Space, reasonably determined
        by Landlord by reference to the market for comparable space (including the
        extent and condition of the build-out) in similar and comparable office
        buildings located in the downtown Denver central business district, that
        a
        willing landlord would offer and a willing tenant would accept in an arms
        length
        transaction for the lease of such office space

      


      [A] commencing
        on the Designated Offer Space Commencement Date, 

      


      [B] providing
        for no free rent, a tenant finish allowance equal to the cost of completing
        the
        Designated Offer Space Improvements plus the value of the tenant improvements
        in
        place upon the Designated Offer Space prior to construction of the Designated
        Offer Space Improvements to a prospective tenant, and

      


      [C] otherwise
        on all of the terms and conditions of this Lease, including the Tenant's
        obligation to pay Additional Rent in accordance with the provisions of Article
        54 using the Landlord's Operating Expense Contribution defined in subsection
        54.02(c).

      


      
        
          
          

        

        
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      (ii) Landlord
        shall deliver to Tenant its proposed DOSFMRR within thirty (30) days after
        Landlord's receipt of the Offer Notice. Landlord and Tenant shall use reasonable
        good faith efforts to mutually agree upon the DOSFMRR within sixty (60) days
        after Landlord's receipt of the Offer Notice.

      


      (iii) In
        the
        event Landlord and Tenant cannot agree upon the DOSFMRR within the sixty
        (60)
        day period described in subsection 61.01(e)(iii) the DOSFMRR shall be determined
        by appraisal, said appraisal shall be conducted in accordance with the following
        procedures:

      


      [A] Within
        twenty (20) days after receipt of a notice to appraise given by either party,
        Landlord and Tenant shall each select a real estate appraiser, who shall
        be a
        member of the American Institute of Real Estate Appraisers, and who shall
        have
        at least five (5) years appraisal experience with respect to commercial and
        office rental properties in the central business district of Denver, Colorado.
        If one of the parties hereto fails to appoint an appraiser within the time
        period prescribed, then the single appraiser appointed shall be the sole
        appraiser and shall determine the DOSFMRR. If two appraisers are appointed,
        they
        shall have thirty (30) days from the date the second appraiser is appointed
        (the
        "30-day Appraisal Period") within which to agree upon the DOSFMRR. The
        appraiser(s) shall be advised that the determination of the DOSFMRR shall
        be
        governed by the definitions of same set forth in this Lease. The determination
        by the two appraisers of the DOSFMRR shall be binding on Landlord and
        Tenant.

      


      [B] If
        the
        two appraisers appointed by the parties hereto are unable to agree upon the
        DOSFMRR within the 30-day Appraisal Period, then said appraisers shall attempt,
        within ten (10) days after the expiration of the 30-day Appraisal Period,
        to
        select a third appraiser (the "Third Appraiser"). If the first two appraisers
        are unable to agree on the Third Appraiser within the ten (10) day period
        prescribed in the immediately preceding sentence, either Landlord or Tenant,
        by
        giving ten (10) days notice to the other party hereto, shall request that
        the
        presiding judge of the District Court for the City and County of Denver,
        State
        of Colorado select the Third Appraiser. The Third Appraiser, however selected,
        shall meet the qualifications set forth in subsection 61.01(e)(iii)[A] above,
        and shall be a person who has not previously acted in any capacity for either
        Landlord or Tenant.

      


      [C] On
        or
        before the tenth (10th) day after the Third Appraiser is appointed or selected,
        the first two appraisers shall each simultaneously submit in sealed envelopes
        his/her opinion of the fair market base rent at issue, together with any
        written
        arguments or data in support of said opinion(s), to the Third Appraiser.
        Within
        thirty (30) days after he/she is appointed or selected, the Third Appraiser
        shall determine the DOSFMRR by selecting one of the opinions submitted by
        the
        first two appraisers. The selection of the Third Appraiser shall be binding
        on
        Landlord and Tenant.

      


      (iv) Each
        party hereto shall pay the fees and expenses of the appraiser selected by
        such
        party, and the fees and expenses of the Third Appraiser shall be borne equally
        by Landlord and Tenant.

      


      62.    TENANT’S
        RIGHT TO EXPAND LEASED PREMISES

      


      62.01 Contiguous
        Available Space.
        Landlord hereby grants Tenant a one-time option (the "Right to Expand Leased
        Premises"), exercisable only during that time period commencing the first
        day of
        the twenty-fourth (24th)
        month
        of the Term and ending on the last day of the thirty-sixth (36th)
        month
        of the Term (such time period being referred to herein as the “Additional Space
        Time Period”) expand the rentable area of the Leased Premises pursuant to this
        Article 62. At any time during the Additional Space Time Period, Tenant may
        notify Landlord in writing (the “Expansion Request”) of Tenant’s desire to
        expand the Leased Premises to a rentable area of not less than the greater
        of
        9,000 square feet or 3,000 square feet greater than the rentable area of
        the
        Leased Premises at the time of Tenant’s delivery of the Expansion Notice and not
        greater than 12,382 square feet. Tenant’s Expansion Notice shall specify the
        total rentable area of the Leased Premises desired by Tenant and specifying
        the
        date (the “Expansion Date") by which Tenant wishes to expand the area of the
        Leased Premises (provided, however, that Tenant may not specify an Expansion
        Date which occurs less than one hundred eighty (180) days nor more than two
        hundred forty (240) days after the date of the delivery of the Expansion
        Request
        to Landlord). If no Expansion Date is specified in the Expansion Request,
        then
        Tenant shall be deemed to have specified as the Expansion Date whatever date
        occurs exactly one hundred eighty (180) days after the date the Expansion
        Request is received by Landlord. Within ten (10) business days after Landlord's
        receipt of the Expansion Request Landlord shall attempt to locate available
        office space ("Available Space") on the seventeenth (17th)
        floor
        of the Building contiguous to the Leased Premises to accommodate the Expansion
        Request. If, at the time Landlord receives the Expansion Request, there is
        Available Space located on the seventeenth (17th)
        floor
        of the Building contiguous to the Leased Premises (and which is and will
        continue to be available, and which have not been leased, promised or optioned
        to anyone else on or subsequent to the Expansion Date designated in the
        Expansion Request), then Landlord shall, within ten (10) business days after
        Landlord receives the Expansion Request, deliver to Tenant a written description
        (a "Contiguous Space Proposal") identifying the Available Space (the "Contiguous
        Available Space"). Tenant shall thereupon have five (5) business days to
        elect,
        by written notice to Landlord (the "Contiguous Space Acceptance"), to exercise
        Tenant's Right to Expand the Leased Premises with respect to the Contiguous
        Additional Space identified in the Contiguous Space Proposal. If Tenant fails
        to
        notify Landlord in writing, within five (5) business days after the Contiguous
        Space Proposal is delivered to Tenant, that Tenant has elected to exercise
        its
        Right to Expand the Leased Premises with respect to the Contiguous Additional
        Space, then Tenant shall be deemed to have irrevocably declined to exercise
        its
        right and the right granted to Tenant in this Article 62 shall terminate
        and be
        deemed null, void and of no further effect. However, if instead Tenant timely
        notifies Landlord in writing of Tenant's willingness to accept and lease
        that
        particular Contiguous Additional Space commencing upon the Expansion Date
        properly specified in the Expansion Request, then Tenant shall be deemed
        to have
        exercised its Right to Expand the Leased Premises with respect to the Contiguous
        Additional Space. In the event Tenant exercises its Right to Expand the Leased
        Premises with respect to the Contiguous Additional Space, the following
        provisions shall apply:

      


      
        
          
          

        

        
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      (a) Contiguous
        Additional Space Preliminary Information and Plans.
        Landlord shall deliver to Tenant no later than five (5) business days after
        Landlord's receipt of the Contiguous Space Acceptance for use by Tenant,
        such
        plan or plans and other information with respect to the Contiguous Additional
        Space and the Building as Tenant may reasonably require for proper and
        expeditious preparation of Tenant's space plans.

      


      (b) Improvement
        of Contiguous Additional Space.

      


      (i) Tenant's
        CAS Layout Plans.
        Tenant
        shall prepare and deliver to Landlord not later than twenty (20) days after
        delivery of the Contiguous Space Acceptance one mylar and two black line
        prints
        of complete and final architectural working drawings (which shall be 1/8"
        scale), three copies of all specifications and two non-copyrighted CADD disks
        (collectively referred to as the "CAS Layout Plans"), prepared by an architect
        or space planner selected by Tenant and reasonably acceptable to Landlord
        providing for Tenant's proposed layout for the construction and finishing
        of
        improvements to the Contiguous Additional Space for Tenant's occupancy. Tenant's
        CAS Layout Plans shall (i) include the layout of Tenant's furniture, fixtures
        and equipment, (ii) include electrical and heat specifications for all of
        Tenant's fixtures and equipment, (iii) be signed and sealed by an architect
        licensed by and registered in the State of Colorado ("Tenant's Architect"),
        and
        (iv) conform to all applicable laws and requirements of public authorities
        and
        insurance underwriters' requirements. Tenant's CAS Layout Plans shall be
        subject
        to Landlord's review and written approval, which approval shall not be
        unreasonably withheld or delayed (and may be disapproved by Landlord only
        in the
        event that the proposed Tenant's CAS Layout Plans violate any governmental
        regulations; adversely affect the Building's structure, electric, or mechanical
        systems (in Landlord's sole opinion with respect to adverse affect on electric
        and mechanical systems); intrude on the Building's Common Area; or are visible
        from the Building's Common Area), and such plans shall be deemed modified
        to
        take account of any changes reasonably required by Landlord and approved
        by
        Tenant (which approval shall not be unreasonably withheld or delayed). Landlord
        shall notify Tenant whether or not Tenant's CAS Layout Plans are approved
        within
        five (5) business days after their delivery to Landlord, provided that Tenant's
        CAS Layout Plans shall be deemed to be approved by Landlord unless Landlord
        shall have notified Tenant in writing to the contrary within five (5) business
        days of their receipt by Landlord stating the reason for disapproval of such
        Tenant's CAS Layout Plans. Tenant's CAS Layout Plans as approved by Landlord
        and
        with the aforesaid modifications, if any, are herein called the "Final CAS
        Layout Plans". Concurrently with delivery of Tenant's CAS Layout Plans to
        Landlord, Tenant shall by notice to Landlord in writing designate a single
        individual who Tenant agrees shall be available to meet and consult with
        Landlord at the Contiguous Additional Space as Tenant's representa-tive
        respecting the matters which are the subject of this Section 62.01 and who,
        as
        between Landlord and Tenant, shall have the power to legally bind Tenant,
        in
        making requests for changes, giving approval of plans or work, giving directions
        to Landlord or the like, under this Section 62.01; and any notice or delivery
        given to such person personally or at his place of business shall have the
        same
        effect as a notice or delivery given to Tenant.

      


      (ii) CAS
        Engineering Plans.
        Landlord shall direct its engineers to prepare at Tenant's expense and, not
        later than fifteen (15) business days after approval or deemed approval by
        Landlord of the Final CAS Layout Plans, shall deliver to Tenant mechanical,
        electrical and fire protection engineering drawings and specifications ("CAS
        Engineering Plans"), based on the Final CAS Layout Plans (and such pertinent
        additional information as shall have been submitted by Tenant with Tenant's
        CAS
        Layout Plans or as requested by Landlord), as may be required to complete
        the
        Contiguous Additional Premises in accordance with the Final CAS Layout Plans.
        As
        soon as reasonably possible, and in any event within five (5) days after
        submission to Tenant by Landlord of the CAS Engineering Plans, Tenant shall
        give
        its written approval thereof if they are in substantial conformity with or
        a
        direct extension of the Final CAS Layout Plans, otherwise such approval shall
        not be unreasonably withheld; however, the CAS Engineering Plans shall be
        deemed
        to have been approved by Tenant unless Tenant shall have notified Landlord
        in
        writing to the contrary within five (5) days of their receipt by Tenant,
        stating
        in which respects such plans fail to conform with the Final CAS Layout Plans.
        The CAS Engineering Plans shall be deemed to have been approved by Tenant
        if
        they are returned by Tenant with specified changes noted and such changes
        are
        made, whether or not approval is thereafter specifically noted on the CAS
        Engineering Plans so changed.

      


      
        
          
          

        

        
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      (iii) Completion
        by Landlord.
        On or
        before the date ("Scheduled CAS Commencement Date") which occurs ninety (90)
        days after the later of [A] the date the CAS Engineering Plans are completed
        and
        [B] the date the Contiguous Additional Space is available for commencement
        of
        the CAS Tenant Work (hereinafter defined), Landlord shall, in a good and
        workmanlike manner, cause the Contiguous Additional Space to be improved
        and
        completed in accordance with the CAS Final Layout Plans and the CAS Engineering
        Plans (herein referred to together with architectural and engineering services
        as the "CAS Tenant Work") (such plans are hereinafter together called the
        "CAS
        Tenant Construction Plans"). Landlord reserves the right however: [A] to
        make
        substitutions of material or components of equivalent grade and quality when
        and
        if any specified material or component shall not be readily or reasonably
        available, and [B] to make changes necessitated by conditions met in the
        course
        of construction. All CAS Tenant Work shall be furnished, installed and performed
        by Landlord for an amount (hereinafter called the "CAS Tenant Costs") equal
        to
        Landlord's out-of-pocket contract or purchase price or prices to be paid
        by
        Landlord to architects, engineers, material suppliers, subcontractors,
        independent contractors (including Landlord's general contractor) and/or
        other
        sources for the material, labor and services applied to the CAS Tenant Work,
        plus applicable sales taxes, plus Landlord's administrative and supervision
        fee
        equal to five percent (5%) of such out-of-pocket contract or purchase price
        or
        prices paid by Landlord. Landlord agrees to have the CAS Tenant Work
        competitively bid and shall enter into a contract for the completion of the
        CAS
        Tenant Work with either the general contractor submitting the lowest bid
        or a
        general contractor submitting a bid within four percent (4%) of the lowest
        bid.

      


      (iv) Access;
        Acceptance of Work.
        Landlord shall afford Tenant and Tenant Parties access to the Contiguous
        Additional Space at reasonable times prior to the occupancy of the Contiguous
        Additional Space only in the presence of a representative of the Landlord,
        and
        at Tenant's sole risk and expense, for the purposes of inspecting and verifying
        Landlord's performance of the CAS Tenant Work. Tenant shall advise Landlord
        promptly of any objection to the construction of the CAS Tenant Work. Landlord
        shall provide Tenant and its agents with access to the Contiguous Additional
        Space at least five (5) days prior to the CAS Commencement Date for the purpose
        of installing furniture and equipment (the "CAS Tenant Installations"). Tenant
        shall not interrupt the completion of the CAS Tenant Work during completion
        of
        CAS Tenant Installations. Tenant shall indemnify and hold Landlord and its
        members, agents, servants, employees and general contractor (each herein
        referred to as an "CAS Tenant Work Indemnified Party") harmless from any
        and all
        claims, losses, damages, fines and penalties incurred by a CAS Tenant Work
        Indemnified Party including, but not limited to, reasonable attorneys' fees
        that
        in any way result from a Tenant Party's negligent and/or willfully wrongful
        activities within the Contiguous Additional Space during completion of the
        CAS
        Tenant Work or CAS Tenant Installations. Within fifteen (15) days after the
        CAS
        Tenant Work is completed, Landlord and Tenant shall prepare a mutually agreed
        upon list ("CAS Punch List") of items of the CAS Tenant Work that needs to
        be
        corrected or repaired. Landlord agrees to cause the items set forth in the
        CAS
        Punch List to be corrected or repaired within thirty (30) days after the
        date
        the CAS Punch List is prepared. As used in this subsection 62.01(b)(iv),
        "CAS
        Punch List" items means minor details of construction or decoration that
        do not
        interfere with Tenant's use and enjoyment of the Contiguous Additional Space.
        Landlord
        and Tenant acknowledge that Tenant will continue to occupy the Leased Premises
        during construction of the CAS Tenant Work and Tenant confirms its understanding
        that completion of the CAS Tenant Work may result in noise, vibration, dirt,
        dust and other circumstances necessarily arising from such construction.
        Landlord shall have no liability (and Tenant shall not be entitled to claim
        damages or any actual or constructive eviction, or right of offset or reduction
        in its rent or other monetary obligations) as a consequence of any disruption
        or
        interference with Tenant’s use of the Leased Premises or conduct of its business
        throughout the completion of such construction. 

      


      
        
          
          

        

        
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      (v) Payment
        of CAS Tenant Costs.
        Landlord shall provide an allowance for the payment of the CAS Tenant Costs
        in
        an amount equal to the product of [A] $10.00 multiplied by [B] the number
        of
        square feet comprising the rentable area of the Contiguous Additional Space
        (the
        "CAS Allowance"). Tenant shall pay for all CAS Tenant Costs exceeding the
        CAS
        Allowance within ten (10) days after Landlord's delivery of written request
        for
        payment; provided, however, that Landlord may require that, before Landlord
        commences the CAS Tenant Work, Tenant to pay to Landlord fifty percent (50%)
        of
        the amount that the CAS Tenant Costs exceed the CAS Allowance as reasonably
        estimated by Landlord (the "CAS Deposit"). The CAS Deposit shall be applied
        against the last completed CAS Tenant Work. In the event an unused balance
        remains from either the CAS Deposit and/or the CAS Allowance after completion
        of
        all CAS Tenant Work and the payment of all CAS Tenant Costs, Landlord agrees
        to
        pay to Tenant the unused balance of the CAS Deposit within thirty (30) days
        after the CAS Tenant Work is completed. Tenant shall not be entitled to payment
        of any unused remaining CAS Allowance after the payment of CAS Tenant Costs.
        Tenant shall be deemed to have waived any such excess CAS
        Allowance.

      


      (vi) Delivery
        of Possession of Contiguous Additional Space.
        Landlord shall cause the CAS Tenant Work to be completed and shall deliver
        actual possession of the Contiguous Additional Space to Tenant on or before
        the
        Scheduled CAS Commencement Date. If Landlord shall, for any reason (including,
        without limitation, failure to complete the work, if any, required to be
        done by
        Landlord under this Lease), fail to make available to Tenant possession of
        the
        Contiguous Additional Space on or before the Scheduled CAS Commencement Date
        or
        any other date, Landlord shall not be subject to any liability for such failure
        nor for any failure to timely complete any work. Under such circumstances,
        all
        of Tenant's rights and obligations hereunder with respect to the Contiguous
        Additional Space, including, but not limited to, its obligations to pay the
        Base
        Rent and Additional Rent attributable to the Contiguous Additional Space
        shall
        not commence until the date ("CAS Commencement Date"), the Contiguous Additional
        Space is made available for Tenant's occupancy, and such failure to make
        available to Tenant possession of the Contiguous Additional Space on or before
        the Scheduled CAS Commencement Date or any other date or to timely complete
        any
        work, shall not in any other way affect the validity or continuance of this
        Lease, or the Term, or the obligations of Tenant hereunder. Such deferral
        of
        rent shall be Tenant's sole and exclusive right and remedy with respect to
        any
        such failure. There shall be no deferral of rent, however, to the extent
        that
        such failure is caused by any act or omission of Tenant, its agents, servants,
        employees or contractors and which would not have otherwise occurred, which
        has
        the effect of delaying Landlord's delivery of possession or the timely
        com-pletion of any work to be done by Landlord (hereinafter a "CAS Tenant
        Delay") including, without limitation, [A] any delay which is caused by changes
        in the work to be performed by Landlord in readying the Contiguous Additional
        Space for Tenant's occupancy, [B] any delay which is caused by any failure
        by
        Tenant to furnish to Landlord any required plan, information, approval or
        consent within the period of time required therefor by the terms of this
        Lease
        or caused by any reasonable reluctance on the part of Landlord to approve
        any
        plan or other information required to be submitted by Tenant and approved
        by
        Landlord or [C] any delay which is caused by the performance of any work
        or
        activity in the Contiguous Additional Space by Tenant or any of its employees,
        agents or contractors. Tenant also shall pay to Landlord, within ten (10)
        days
        after receipt of demand made from time to time, a sum equal to any additional
        cost to Landlord in completing the CAS Tenant Work resulting from any CAS
        Tenant
        Delay to the extent that the same is not covered by the CAS
        Allowance.

      


      (c) Tenant's
        Default.
        In no
        event shall Tenant have the right to exercise this Right to Expand the Leased
        Premises at any time that Tenant is in default under the Lease. Moreover,
        if
        Tenant defaults under this Lease at any time after it has exercised this
        Right
        to Expand the Lease Premises but before the Contiguous Available Space is
        added
        to this Lease pursuant to the terms of this Section 62.01, then such exercise
        shall, at Landlord's option, be deemed null and void, and neither Landlord
        nor
        Tenant shall have any further rights or obligations with respect to such
        exercise.

      


      (d) Addition
        of Contiguous Available Space.
        The
        Contiguous Available Space shall be added to the Leased Premises, for all
        purposes, as of such CAS Commencement Date for the balance of the Term of
        this
        Lease and subject to and upon the following economic terms and all of the
        other
        terms, covenants and conditions of this Lease. The annual Base Rent for the
        Contiguous Available Space designated shall be an amount equal to the FMRR
        for
        the Contiguous Available Space determined in accordance with the provisions
        of
        Section 62.03 below, provided that the Base Rent for the Contiguous Available
        Space shall not be less than the Base Rent for the Leased Premises on a per
        square foot of rentable area basis as provided on the Facing Page of this
        Lease.
        Annual Base Rent for the Contiguous Available Space shall be payable in equal
        monthly installments, in advance, on the tenth day of each month following
        the
        CAS Commencement Date, without any demand or setoff. In the event the CAS
        Commencement Date occurs on a day other than the first day of a month Tenant
        shall pay the Base Rent for such partial first month of prorata on the basis
        of
        a thirty (30) day month within ten (10) days after the CAS Commencement Date.
        Tenant's Share of Operating Expenses shall be increased by a fraction in
        which
        the numerator is the total number of square feet comprising the rentable
        area of
        the Contiguous Available Space and the denominator of which is 754,288. Tenant's
        obligation to pay Base Rent and the Additional Rent for the Contiguous Available
        Space shall commence on the CAS Commencement Date. Landlord shall make available
        to Tenant and Tenant shall have the non-assignable option to rent from Operator
        one (1) unreserved parking space located in the Parking Garage for every
        1,000
        square feet of rentable area contained in the Contiguous Available Space
        at the
        monthly rate posted from time to time by the Operator and otherwise subject
        to
        the terms of the Parking Agreement. Tenant must exercise its option within
        thirty (30) days after the CAS Commencement Date. Upon addition of the
        Contiguous Available Space to the Leased Premises, this Lease shall be deemed
        modified in the manner set forth above without the necessity of any further
        agreement or document; provided, however, Landlord and Tenant agree to execute,
        acknowledge and deliver an instrument evidencing such modification of this
        Lease
        to be prepared by Landlord.

      


      
        
          
          

        

        
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      62.02 Substitute
        Space.
        In the
        event Landlord is not able to identify any Contiguous Available Space to
        satisfy
        Tenant's Expansion Request within ten (10) business days after Landlord's
        receipt of the Expansion Request, Landlord shall within twenty (20) days
        after
        the date of Landlord's receipt of the Expansion Request, use reasonable efforts
        to identify and notify Tenant in writing (the "Substitute Space Proposal")
        of
        contiguous office space in the Building ("Substitute Space") which might
        satisfy
        Tenant's desire for expansion space and replace the initial Leased Premises
        described in Section 1.01, together with any Designated Offer Space added
        to the
        Leased Premises pursuant to Article 61 (the "Existing Leased Premises") with
        contiguous Office Space located either within that portion of the Complex
        known
        as the South Tower or on the sixteenth (16th)
        to
        twenty-third (23rd)
        floors
        of that portion of the Complex known as the North Tower. Tenant shall have
        ten
        (10) business days after the date Tenant receives the Substitute Space Proposal
        to elect, by written notice to Landlord (the "Substitute Space Acceptance")
        to
        exercise Tenant's Right to Expand the Leased Premises with respect to the
        Substitute Space. Notwithstanding the foregoing, Tenant shall have no right
        to
        exercise its Right to Expand the Leased Premises with respect to the Substitute
        Space (and, at Landlord's Option, any previous exercise of that right shall
        be
        null and void if at the time Tenant attempts to exercise that right, or at
        any
        time thereafter until the Substitute Space has been substituted for the Leased
        Premises, this Lease or the Term has already expired or otherwise been
        terminated for any reason, or Tenant defaults in the performance of any of
        its
        obligations under this Lease. If Tenant fails to notify Landlord in writing,
        within ten (10) business days after the date the Substitute Space Proposal
        is
        delivered to Tenant, that Tenant has elected to exercise its Right to Expand
        the
        Leased Premises with respect to the Substitute Space, then Tenant shall be
        deemed to have irrevocably declined to exercise its right and the right granted
        to Tenant in this Article 62 shall terminate and be deemed null, void and
        of no
        further effect. In the event Landlord is unable to provide a Substitute Space
        Proposal within the time period provided above in this Section 62.02, Tenant
        shall have the right to elect to terminate this Lease on a date selected
        by
        Tenant (the "Early Termination Date") which shall be the ninth (9th)
        day of
        a calendar month occurring not less than four (4) months nor more than nine
        (9)
        months after the date the Substitute Space Proposal was due, provided that:
        (i)
        Tenant has entered into a lease agreement (the "Replacement Lease") with
        a
        landlord not affiliated with Tenant for the lease of office space in a building
        located in the downtown Denver central business district with a rentable
        area
        that is equal to or greater than the rentable area of the Substitute Space
        for a
        term of not less than five (5) years, (ii) Tenant delivers written notice
        ("Early Termination Notice") to Landlord electing to exercise its right of
        termination pursuant to this Section 62.02 specifying the Early Termination
        Date
        within sixty (60) days after the date Tenant received the Substitute Space
        Proposal; and (iii) Tenant shall deliver a true and complete copy of the
        Replacement Lease to Landlord with the Early Termination Notice. In the event
        Tenant exercises its right to terminate the Lease in compliance with the
        provisions of this Section 62.02, this Lease shall terminate on the Early
        Termination Date as if such date was the Termination Date, Tenant shall
        completely vacate and redeliver the Leased Premises to Landlord in accordance
        with the provisions of Section 11.03 on or before the Early Termination Date,
        and Landlord and Tenant shall be released from their respective obligations
        under this Lease, except for those obligations which expressly survive
        termination. In the event Tenant exercises its right to lease the Substitute
        Space, the following provisions shall apply:

      


      
        
          
          

        

        
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      (a) Substitute
        Space Preliminary Information and Plans.
        Landlord shall deliver to Tenant no later than five (5) business days after
        Landlord's receipt of the Substitute Space Acceptance for use by Tenant,
        such
        plan or plans and other information with respect to the Substitute Space
        and the
        Building as Tenant may reasonably require for proper and expeditious preparation
        of Tenant's space plans.

      


      (b) Improvement
        of Substitute Space.

      


      (i) Tenant's
        Substitute Space Plans.
        Tenant
        shall prepare and, not later than twenty (20) days after delivery of the
        Substitute Space Acceptance, shall deliver to Landlord one mylar and two
        black
        line prints of complete and final architectural working drawings (which shall
        be
        1/8" scale), three copies of all specifications and two non-copyrighted CADD
        disks (collectively referred to as the "SS Plans"), prepared by Tenant's
        Architect providing for Tenant's proposed layout for the construction and
        finishing of improvements to the Substitute Space for Tenant's occupancy.
        Tenant's SS Layout Plans shall (i) include the layout of Tenant's furniture,
        fixtures and equipment, (ii) include electrical and heat specifications for all
        of Tenant's fixtures and equipment, (iii) be signed and sealed by Tenant's
        Architect, and (iv) conform to all applicable laws and requirements of public
        authorities and insurance underwriters' requirements. Tenant's SS Layout
        Plans
        shall be subject to Landlord's review and written approval, which approval
        shall
        not be unreasonably withheld or delayed (and may be disapproved by Landlord
        only
        in the event that the proposed Tenant's SS Layout Plans violate any governmental
        regulations; adversely affect the Building's structure, electric, or mechanical
        systems (in Landlord's sole opinion with respect to adverse affect on electric
        and mechanical systems); intrude on the Building's Common Area; or are visible
        from the Building's Common Area), and such plans shall be deemed modified
        to
        take account of any changes reasonably required by Landlord and approved
        by
        Tenant (which approval shall not be unreasonably withheld or delayed). Landlord
        shall notify Tenant whether or not Tenant's SS Layout Plans are approved
        within
        five (5) business days after their delivery to Landlord, provided that Tenant's
        SS Layout Plans shall be deemed to be approved by Landlord unless Landlord
        shall
        have notified Tenant in writing to the contrary within five (5) business
        days of
        their receipt by Landlord stating the reason for disapproval of such Tenant's
        SS
        Layout Plans. Tenant's SS Layout Plans as approved by Landlord and with the
        aforesaid modifications, if any, are herein called the "Final SS Layout Plans".
        Tenant's SS Layout Plans shall be subject to Landlord's review and written
        approval, which approval shall not be unreasonably withheld or delayed (and
        may
        be disapproved by Landlord only in the event that the proposed Tenant's SS
        Layout Plans violate any governmental regulations; adversely affect the
        Building's structure, electric, or mechanical systems (in Landlord's sole
        opinion with respect to adverse affect on electric and mechanical systems);
        intrude on the Building's Common Area; or are visible from the Building's
        Common
        Area), and such plans shall be deemed modified to take account of any changes
        reasonably required by Landlord and approved by Tenant (which approval shall
        not
        be unreasonably withheld or delayed). Landlord shall notify Tenant whether
        or
        not the Tenant SS Layout Plans are approved within five (5) business days
        after
        their delivery to Landlord, provided that Tenant's SS Layout Plans shall
        be
        deemed to be approved by Landlord unless Landlord shall have notified Tenant
        in
        writing to the contrary within five (5) business days of their receipt by
        Landlord stating the reason for disapproval of such Tenant's SS Layout Plans.
        Tenant's SS Layout Plans as approved by Landlord and with the aforesaid
        modifications, if any, are herein called the "Final SS Layout Plans".
        Concurrently with delivery of Tenant's SS Plans to Landlord, Tenant shall
        by
        notice to Landlord in writing designate a single individual who Tenant agrees
        shall be available to meet and consult with Landlord at the Substitute Space
        as
        Tenant's representa-tive respecting the matters which are the subject of
        this
        Section 62.02 and who, as between Landlord and Tenant, shall have the power
        to
        legally bind Tenant, in making requests for changes, giving approval of plans
        or
        work, giving directions to Landlord or the like, under this Section 62.02,
        and
        any notice or delivery given to such person personally or at his place of
        business shall have the same effect as a notice or delivery given to
        Tenant.

      


      
        
          
          

        

        
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      (ii) SS
        Engineering Plans.
        Landlord shall direct its engineers to prepare at Tenant's expense and, not
        later than fifteen (15) business days after approval or deemed approval by
        Landlord of the Final SS Layout Plans, shall deliver to Tenant mechanical,
        electrical and fire protection engineering drawings and specifications ("SS
        Engineering Plans"), based on the Final SS Layout Plans (and such pertinent
        additional information as shall have been submitted by Tenant with Tenant's
        SS
        Layout Plans or as requested by Landlord), as may be required to complete
        the
        Substitute Space in accordance with the Final SS Layout Plans. As soon as
        reasonably possible, and in any event within five (5) days after submission
        to
        Tenant by Landlord of the SS Engineering Plans, Tenant shall give its written
        approval thereof if they are in substantial conformity with or a direct
        extension of the Final SS Layout Plans, otherwise such approval shall not
        be
        unreasonably withheld; however, the SS Engineering Plans shall be deemed
        to have
        been approved by Tenant unless Tenant shall have notified Landlord in writing
        to
        the contrary within five (5) days of their receipt by Tenant, stating in
        which
        respects such plans fail to conform with the Final SS Layout Plans. The SS
        Engineering Plans shall be deemed to have been approved by Tenant if they
        are
        returned by Tenant with specified changes noted and such changes are made,
        whether or not approval is thereafter specifically noted on the SS Engineering
        Plans so changed.

      


      (iii) Completion
        by Landlord.
        Landlord shall, at Tenant's expense (subject to the SS Allowance (hereinafter
        defined)), in a good and workmanlike manner, cause the Substitute Space to
        be
        improved and completed in accordance with the Final SS Layout Plans and the
        SS
        Engineering Plans (herein referred to together with architectural and
        engineering services as the "SS Tenant Work") (such plans are hereinafter
        together called the "SS Construction Plans"). Landlord reserves the right
        however: (i) to make substitutions of material or components of equivalent
        grade
        and quality when and if any specified material or component shall not be
        readily
        or reasonably available, and (ii) to make changes necessitated by conditions
        met
        in the course of construction. The SS Tenant Work shall be furnished, installed
        and performed by Landlord at Tenant's cost for an amount (hereinafter called
        the
        "SS Tenant Costs") equal to Landlord's out of pocket contract or purchase
        price
        or prices to be paid by Landlord to architects, engineers, material suppliers,
        subcontractors, independent contractors and/or other sources for the material,
        labor and services applied to the SS Tenant Work, plus applicable sales taxes,
        plus Landlord's administrative and supervision fee equal to five percent
        (5%) of
        such out-of-pocket contract or purchase price or prices paid by Landlord.
        Landlord agrees to have the SS Tenant Work competitively bid and shall enter
        into a contract for the completion of the SS Tenant Work with either the
        general
        contractor submitting the lowest bid or a general contractor submitting a
        bid
        within four percent (4%) of the lowest bid.

      


      (iv) Access;
        Acceptance of Work.
        Landlord shall afford Tenant Parties access to the Substitute Space at
        reasonable times prior to the occupancy of the Substitute Space only in the
        presence of a representative of the Landlord, and at Tenant's sole risk and
        expense, for the purposes of inspecting and verifying Landlord's performance
        of
        the SS Tenant Work. Tenant shall advise Landlord promptly of any objection
        to
        the construction of the SS Tenant Work. Landlord shall provide Tenant and
        its
        agents with access to the Substitute Space at least five (5) days prior to
        the
        SS Commencement Date for the purpose of installing furniture and equipment
        (the
        "SS Tenant Installations"). Tenant shall not interrupt the completion of
        the SS
        Tenant Work during completion of SS Tenant Installations. Tenant shall indemnify
        and hold Landlord and its members, agents, servants, employees and general
        contractor (each herein referred to as an "SS Tenant Work Indemnified Party")
        harmless from any and all claims, losses, damages, fines and penalties incurred
        by an SS Tenant Work Indemnified Party including, but not limited to, reasonable
        attorneys' fees that in any way result from a Tenant Party's negligent and/or
        willfully wrongful activities within the Substitute Space during completion
        of
        the SS Tenant Work or SS Tenant Installations. Within fifteen (15) days after
        the SS Tenant Work is completed, Landlord and Tenant shall prepare a mutually
        agreed upon list ("SS Punch List") of items of the SS Tenant Work that needs
        to
        be corrected or repaired. Landlord agrees to cause the items set forth in
        the SS
        Punch List to be corrected or repaired within thirty (30) days after the
        date
        the SS Punch List is prepared. As used in this subsection 62.02(b)(iv), "SS
        Punch List" items means minor details of construction or decoration that
        do not
        interfere with Tenant's use and enjoyment of the Substitute Space.

      


      
        
          
          

        

        
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      (v) Payment
        of SS Tenant Costs.
        Landlord shall provide an allowance for the SS Tenant Work up to an amount
        equal
        to the product of (i) $15.00 multiplied by (ii) the number of square feet
        comprising the rentable area of the Substitute Space (the “SS Allowance”).
        Tenant shall pay for all SS Tenant Costs exceeding the SS Allowance (such
        difference is herein called the “Excess SS Tenant Costs”) within ten (10) days
        after Landlord's delivery of written request for payment; provided, however,
        that Landlord may require that, before Landlord commences the SS Tenant Work,
        Tenant to pay to Landlord fifty percent (50%) of the amount that the Excess
        SS
        Tenant Costs as reasonably estimated by Landlord (the "SS Deposit"). The
        SS
        Deposit shall be applied against the last completed SS Tenant Work. In the
        event
        an unused balance remains from the SS Deposit after completion of all SS
        Tenant
        Work and the payment of all SS Tenant Costs, Landlord agrees to pay to Tenant
        the unused balance of the SS Deposit within thirty (30) days after the SS
        Tenant
        Work is completed. Tenant shall not be entitled to receive any unused portion
        of
        the SS Allowance.

      


      (vi) Delivery
        of Possession of Substitute Space.
        Landlord shall cause the SS Tenant Work to be completed and shall deliver
        actual
        possession of the Substitute Space to Tenant on or before the Scheduled SS
        Commencement Date. If Landlord shall, for any reason (including, without
        limitation, failure to complete the work, if any, required to be done by
        Landlord under this Lease), fail to make available to Tenant possession of
        the
        Substitute Space on or before the Scheduled SS Commencement Date or any other
        date, Landlord shall not be subject to any liability for such failure nor
        for
        any failure to timely complete any work. Under such circumstances, all of
        Tenant's rights and obligations hereunder with respect to the Substitute
        Space,
        including, but not limited to, its obligations to pay the Base Rent and
        Additional Rent attributable to the Substitute Space shall not commence until
        the date ("SS Commencement Date"), the Substitute Space is made available
        for
        Tenant's occupancy, and such failure to make available to Tenant possession
        of
        the Substitute Space on or before the Scheduled SS Commencement Date or any
        other date or to timely complete any work, shall not in any other way affect
        the
        validity or continuance of this Lease, or the Term, or the obligations of
        Tenant
        hereunder. Such deferral of rent shall be Tenant's sole and exclusive right
        and
        remedy with respect to any such failure. There shall be no deferral of rent,
        however, to the extent that such failure is caused by any act or omission
        of
        Tenant, its agents, servants, employees or contractors and which would not
        have
        otherwise occurred, which has the effect of delaying Landlord's delivery
        of
        possession or the timely com-pletion of any work to be done by Landlord
        (hereinafter a "SS Tenant Delay") including, without limitation, [A] any
        delay
        which is caused by changes in the work to be performed by Landlord in readying
        the Substitute Space for Tenant's occupancy, [B] any delay which is caused
        by
        any failure by Tenant to furnish to Landlord any required plan, information,
        approval or consent within the period of time required therefor by the terms
        of
        this Lease or caused by any reasonable reluctance on the part of Landlord
        to
        approve any plan or other information required to be submitted by Tenant
        and
        approved by Landlord or [C] any delay which is caused by the performance
        of any
        work or activity in the Substitute Space by Tenant or any of its employees,
        agents or contractors. Tenant also shall pay to Landlord, within ten (10)
        days
        after receipt of demand made from time to time, a sum equal to any additional
        cost to Landlord in completing the SS Tenant Work resulting from any SS Tenant
        Delay.

      


      
        
          
          

        

        
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      (c) Tenant's
        Default.
        In no
        event shall Tenant have the right to exercise this Right to Lease Additional
        Space at any time that Tenant is in default under the Lease. Moreover, if
        Tenant
        defaults under this Lease at any time after it has exercised this Right to
        Lease
        Additional Space but before the Substitution Space is substituted for the
        Leased
        Premises pursuant to the terms of this Section 62.02, then such exercise
        shall,
        at Landlord's option, be deemed null and void, and neither Landlord nor Tenant
        shall have any further rights or obligations with respect to such
        exercise.

      


      (d) Substitution
        of Substitute Space.
        The
        Substitute Space shall be substituted for the Existing Leased Premises as
        of the
        SS Commencement Date and the Substitute Space shall constitute the Leased
        Premises for the balance of the Term of this Lease and subject to and upon
        the
        following economic terms and all of the other terms, covenants and conditions
        of
        this Lease. The Term of the Lease shall be extended to expire on that date
        which
        is the last day of the sixtieth (60th)
        complete calendar month after the SS Commencement Date. The annual Base Rent
        for
        the Substitute Space shall be determined in accordance with the provisions
        of
        Section 62.03 below. Annual Base Rent for the Substitute Space shall be payable
        in equal monthly installments, in advance, on the first day of each month
        following the SS Commencement Date, without any demand or setoff. In the
        event
        the SS Commencement Date occurs on a date other than the first day of the
        month,
        Tenant shall pay Base Rent for such first partial month prorated on the basis
        of
        a thirty (30) day month within ten (10) days after the SS Commencement Date.
        Tenant's Share of Operating Expenses shall be redetermined to a fraction
        in
        which the numerator is the total number of square feet comprising the rentable
        area of the Substitution Space and the denominator of which is 754,288. Tenant's
        obligation to pay Additional Rent for the Substitute Space shall commence
        on the
        SS Commencement Date. Landlord shall make available to Tenant and Tenant
        shall
        have the non-assignable option to rent from Operator one (1) unreserved parking
        space located in the Parking Garage for every 1,000 square feet of rentable
        area
        contained in the Contiguous Available Space at the monthly rate posted from
        time
        to time by the Operator and otherwise subject to the terms of the Parking
        Agreement. Tenant must exercise its option within thirty (30) days after
        the CAS
        Commencement Date. Tenant shall completely vacate and redeliver the Existing
        Leased Premises to Landlord in compliance with the provisions of Section
        11.03
        on or before the third (3rd) day following the SS Commencement Date (the
        "ELP
        Vacation Date"). In the event Tenant fails to vacate and redeliver the Existing
        Leased Premises on or before the ELP Vacation Date, in addition to all other
        remedies provided to Landlord for Tenant's default, Tenant shall be deemed
        to be
        a tenant at sufferance with respect to the Existing Leased Premises and shall
        pay Landlord the sum of $800.00 for each day that Tenant fails to vacate
        and
        redeliver the Existing Leased Premises to Landlord after the ELP Vacation
        Date.
        Upon the substitution of the Substitute Space for the Existing Leased Premises,
        this Lease shall be deemed modified in the manner set forth above without
        the
        necessity of any further agreement or document; provided, however, Landlord
        and
        Tenant agree to execute, acknowledge and deliver an instrument evidencing
        such
        modification of this Lease to be prepared by Landlord.

      


      62.03 Fair
        Market Rental Rate.

      


      (a) For
        the
        purposes of this Article 62, the term "Fair Market Rental Rate" or "FMRR"
        for
        the Contiguous Available Space added to the Leased Premises pursuant to the
        terms of Section 62.01 or for the Substitute Space substituted for the Existing
        Leased Premises pursuant to the terms of Section 62.02 shall mean an amount
        per
        square foot of the rentable area of the Contiguous Available Space or Substitute
        Space (whichever is applicable), reasonably determined by Landlord by reference
        to the then market rate for comparable space (including location and the
        extent
        and condition of the build-out) in the Complex

      


      
        
          
          

        

        
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      (i) commencing
        on the CAS Commencement Date or the SS Commencement Date (whichever is
        applicable), 

      


      (ii) providing
        for no free rent, a tenant finish allowance equal to (1) the CAS Allowance
        pertaining to the Contiguous Available Space or (2) the SS Allowance plus
        the
        value of the tenant improvements in place upon the Substitute Space prior
        to
        commencement of construction of the SS Tenant Work to a prospective tenant,
        and

      


      (iii) otherwise
        on all of the terms and conditions of this Lease, including the Tenant's
        obligation to pay Additional Rent in accordance with the provisions of Article
        54 using the Landlord's Operating Expense Contribution defined in subsection
        54.02(c); provided, however, in no event shall the FMRR be less than [A]
        $19.50
        per rentable square foot during the first twelve (12) months of the Term;
        [B]
        $20.50 per rentable square foot during the thirteenth (13th)
        through
        the thirty-sixth (36th)
        month
        of the Term; [C] $22.00 per rentable square foot during the thirty-seventh
        (37th)
        through
        the forty-eighth (48th)
        month
        of the Term; and [D] $22.50 per rentable square foot after the forty-eighth
        (48th)
        month
        through the end of the Term.

      


      (b) Landlord
        shall deliver to Tenant its proposed FMRR for [A] the Contiguous Available
        Space
        within thirty (30) days after Landlord's receipt of the Contiguous Space
        Acceptance or [B] for the Substitute Space within thirty (30) days after
        Landlord's receipt of notice of the Substitute Space Acceptance. Landlord
        and
        Tenant shall use reasonable good faith efforts to mutually agree upon the
        FMRR
        (y) for Contiguous Available Space within sixty (60) days after Landlord's
        receipt of the Contiguous Space Acceptance and (z) for the Substitute Space
        within sixty (60) days after Landlord's receipt of the Substitute Space
        Acceptance.

      


      (c) In
        the
        event Landlord and Tenant cannot agree upon the FMRR for the Contiguous
        Available Space or the Substitute Space within the sixty (60) day period
        described in subsection 62.03(b) the FMRR shall be determined by appraisal,
        said
        appraisal shall be conducted in accordance with the following
        procedures:

      


      (i) Within
        twenty (20) days after receipt of a notice to appraise given by either party,
        Landlord and Tenant shall each select a real estate appraiser, who shall
        be a
        member of the American Institute of Real Estate Appraisers, and who shall
        have
        at least five (5) years appraisal experience with respect to commercial and
        office rental properties in the central business district of Denver, Colorado.
        If one of the parties hereto fails to appoint an appraiser within the time
        period prescribed, then the single appraiser appointed shall be the sole
        appraiser and shall determine the FMRR at issue. If two appraisers are
        appointed, they shall have thirty (30) days from the date the second appraiser
        is appointed (the "30-day Appraisal Period") within which to agree upon the
        FMRR
        at issue. The appraiser(s) shall be advised that the determination of the
        FMRR
        at issue shall be governed by the definitions of same set forth in this Lease.
        The determination by the two appraisers of the FMRR at issue shall be binding
        on
        Landlord and Tenant.

      


      (ii) If
        the
        two appraisers appointed by the parties hereto are unable to agree upon the
        FMRR
        at issue within the 30-day Appraisal Period, then said appraisers shall attempt,
        within ten (10) days after the expiration of the 30-day Appraisal Period,
        to
        select a third appraiser (the "Third Appraiser"). If the first two appraisers
        are unable to agree on the Third Appraiser within the ten (10) day period
        prescribed in the immediately preceding sentence, either Landlord or Tenant,
        by
        giving ten (10) days notice to the other party hereto, shall request that
        the
        presiding judge of the District Court for the City and County of Denver,
        State
        of Colorado select the Third Appraiser. The Third Appraiser, however selected,
        shall meet the qualifications set forth in subsection 62.03(c)(i) above,
        and
        shall be a person who has not previously acted in any capacity for either
        Landlord or Tenant.

      


      
        
          
          

        

        
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      (iii) On
        or
        before the tenth (10th) day after the Third Appraiser is appointed or selected,
        the first two appraisers shall each simultaneously submit in sealed envelopes
        his/her opinion of the fair market base rent at issue, together with any
        written
        arguments or data in support of said opinion(s), to the Third Appraiser.
        Within
        thirty (30) days after he/she is appointed or selected, the Third Appraiser
        shall determine the FMRR at issue by selecting one of the opinions submitted
        by
        the first two appraisers. The selection of the Third Appraiser shall be binding
        on Landlord and Tenant.

      


      (iv) Each
        party hereto shall pay the fees and expenses of the appraiser selected by
        such
        party, and the fees and expenses of the Third Appraiser shall be borne equally
        by Landlord and Tenant.

      


      63.    RENEWAL
        OPTION

      


      63.01
        Renewal
        Term.
        Tenant
        shall have the option to renew ("Renewal Option") this Lease for one additional
        term of thirty-six (36) months ("Renewal Term"), commencing upon the expiration
        of the initial Term of this Lease, on the condition that Tenant is not in
        default under this Lease in any material respect at the time Tenant gives
        notice
        of exercise of its Renewal option or at the time of commencement of the Renewal
        Term. The Renewal shall be on all of the terms, covenants and conditions
        of this
        Lease, except (i) there shall be no obligation to provide any tenant
        improvements or furniture allowance or to construct any tenant improvements,
        (ii) Landlord's Operating Expense Contribution for determining Tenant's
        obligations to pay Additional Rent pursuant to the provisions of Article
        54
        shall be changed to mean the total amount of Operating Expenses (on a per
        square
        foot of rentable area basis) incurred by Landlord during the Calendar Year
        in
        which the Renewal Term commences, (iii) there shall be no Right of First
        Offer
        or Right to Expand Leased Premises, and (iv) the annual Base Rent for the
        Leased
        Premises during the Renewal Term shall be the Renewal Term Fair Market Rental
        Rate ("RTFMRR") as defined in Section 63.02 below, at the time the Renewal
        Term
        begins. Tenant's Renewal Option may be exercised only by Tenant giving Landlord
        written notice of Tenant's election to exercise such option, at least six
        (6)
        months prior to the end of the initial Term of the Lease, time being of the
        essence with respect to such notice.

      


      63.02 Fair
        Market Rental Rate.

      


      (a) For
        the
        purposes of this Article 63, the term "Renewal Term Fair Market Rental Rate"
        or
        "RTFMRR" for the Renewal Term shall mean an amount per square foot of the
        rentable area of the Leased Premises per annum, reasonably determined by
        Landlord by reference to the market for comparable space (including the extent
        and condition of the build-out in the Building.

      


      (i) commencing
        on the commencement date of the Renewal Term,

      


      (ii) providing
        for no free rent, a tenant finish allowance equal to the value of the tenant
        improvements in place upon the Leased Premises to a prospective tenant as
        of the
        commencement date of the Renewal Term, and

      


      (iii) otherwise
        on all of the terms and conditions of this Lease, including the Tenant's
        obligation to pay Tenant's Proportionate Share of Operating Expenses in
        accordance with the provisions of Article 54 using a Landlord’s Operating
        Expense Contribution in the amount to be adjusted.

      


      (b) Landlord
        shall deliver to Tenant its proposed RTFMRR for the Renewal Term within thirty
        (30) days after Landlord's receipt of notice of Tenant's election to exercise
        its option to renew ("Renewal Notice"). Landlord and Tenant shall use reasonable
        good faith efforts to mutually agree upon the RTFMRR within sixty (60) days
        after Tenant's delivery of the Renewal Notice.

      


      (c) In
        the
        event Landlord and Tenant cannot agree upon the RTFMRR for the Renewal Term
        within the sixty (60) day period described in subsection 63.02(b) the RTFMRR
        shall be determined by appraisal, said appraisal shall be conducted in
        accordance with the following procedures:

      


      
        
          
          

        

        
          -48-

          
            

          

        

        
          
          

        

         

      

      (i) Within
        twenty (20) days after receipt of a notice to appraise given by either party,
        Landlord and Tenant shall each select a real estate appraiser, who shall
        be a
        member of the American Institute of Real Estate Appraisers, and who shall
        have
        at least five (5) years appraisal experience with respect to commercial and
        office rental properties in the central business district of Denver, Colorado.
        If one of the parties hereto fails to appoint an appraiser within the time
        period prescribed, then the single appraiser appointed shall be the sole
        appraiser and shall determine the RTFMRR. If two appraisers are appointed,
        they
        shall have thirty (30) days from the date the second appraiser is appointed
        (the
        "30-day Appraisal Period") within which to agree upon the RTFMRR. The
        appraiser(s) shall be advised that the determination of the RTFMRR shall
        be
        governed by the definitions of same set forth in this Lease. The determination
        by the two appraiser of the RTFMRR shall be binding on Landlord and
        Tenant.

      


      (ii) If
        the
        two appraisers appointed by the parties hereto are unable to agree upon the
        RTFMRR within the 30-day Appraisal Period, then said appraisers shall attempt,
        within ten (10) days after the expiration of the 30-day Appraisal Period,
        to
        select a third appraiser (the "Third Appraiser"). If the first two appraisers
        are unable to agree on the Third Appraiser within the ten (10) day period
        prescribed in the immediately preceding sentence, either Landlord or Tenant,
        by
        giving ten (10) days notice to the other party hereto, shall request that
        the
        presiding judge of the District Court for the City and County of Denver,
        State
        of Colorado select the Third Appraiser. The Third Appraiser, however selected,
        shall meet the qualifications set forth in subsection 63.02(c)(i) above,
        and
        shall be a person who has not previously acted in any capacity for either
        Landlord or Tenant.

      


      (iii) On
        or
        before the tenth (10th) day after the Third Appraiser is appointed or selected,
        the first two appraiser shall each simultaneously submit in sealed envelopes
        his/her opinion of the fair market base rent at issue, together with any
        written
        arguments or data in support of said opinion(s), to the Third Appraiser.
        Within
        thirty (30) days after he/she is appointed or selected, the Third Appraiser
        shall determine the RTFMRR by selecting one of the opinions submitted by
        the
        first two appraisers. The selection of the Third Appraiser shall be binding
        on
        Landlord and Tenant.

      


      (iv) Each
        party hereto shall pay the fees and expenses of the appraiser selected by
        such
        party, and the fees and expenses of the Third Appraiser shall be borne equally
        by Landlord and Tenant.

      


      64.    PARKING

      


      64.01
        Tenant shall have the nontransferable right to rent up to two (2) unreserved
        parking spaces and four (4) reserved parking spaces located in the Complex
        parking garage (the “Parking Garage”) subject to the terms and conditions of the
        Parking Agreement attached hereto as Exhibit
        D
        and
        incorporated herein by this reference. Tenant acknowledges that the current
        posted monthly charge for an unreserved parking space in the Parking Garage
        is
        $150.00 and for a reserved parking space in the Parking Garage is
        $200.00.

      


      65.    TENANT’S
        RIGHT TO PURCHASE LANDLORD’S FURNITURE

      


      65.01 Tenant
        may elect to acquire all of the furniture currently located upon the Leased
        Premises owned by Landlord which is described on Exhibit
        E
        attached
        hereto and incorporated herein by this reference (the “Landlord’s Furniture”)
        for ten dollars ($10.00). In the event Tenant desires to acquire the Landlord’s
        Furniture, Tenant shall deliver written notice (the “Furniture Notice”) to
        Landlord on or before November 1, 2006, together with Tenant’s check made
        payable to Landlord in the amount of ten dollars ($10.00). In the event Tenant
        delivers the Furniture Notice and such payment within the time period provided,
        Landlord agrees (a) to deliver to Tenant within thirty (30) days after the
        Commencement Date a bill of sale in the form and content of Exhibit
        E-1
        attached
        hereto and incorporated herein by this reference, and (b) to deliver possession
        of Landlord’s Furniture to Tenant on the Commencement Date. Tenant agrees to
        accept Landlord’s Furniture in its “as is” condition as of the Commencement Date
        without any warranties or guaranties expressed or implied.

      


      All
        of
        the terms and provisions of the Lease, as herein amended and supplemented,
        are
        hereby ratified and confirmed, and shall remain in full force and
        effect.

       

      
        
          
          

        

        
          -49-

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
        executed as of the day and year first above written.

      


      

        
          	 	
                   LANDLORD:

                	 
	 	 	 
	 	
                   DENVER
                    PLACE ASSOCIATES LIMITED

                
	 	
                   PARTNERSHIP,
                    a Delaware limited partnership

                
	 	 
	 	
                   By:

                	
                   Amerimar
                    Realty Management Co.-Colorado,

                
	 	 	 
	 	 	
                   By:

                	
                   Amerimar
                    Realty Management Co.-

                
	 	 	 	
                   Pennsylvania,
                    its general partner,

                
	 	 	 	 
	 	 	 	
                   By:

                	
                  ARC-Management
                    Co., Inc.,

                
	 	 	 	 	
                   its
                    general partner

                
	
                  Date:______

                	 	 	
                   By:

                	 
	 	 	 	 	
                  David
                    G. Marshall, President

                
	 	 	 	 	 
	 	 	 	 	 
	 	TENANT: 	 	 	 
	 	 	 	 	 
	 	RANCHER
                  ENERGY CORP., a Nevada corporation 
	 	 
	Date:______ 	By:_____________________ 
	 	
                  (Title) 

                


        

      

       

      
        
          
          

        

        
          -50-

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        "B"

      


      RULES
        AND REGULATIONS

       

      1. Any
        sign,
        lettering, picture, notice, or advertise-ment installed within the Leased
        Premises which is visible to the public from within the Building shall be
        installed at Tenant's cost and in such manner, character and style as Landlord
        may approve in writing. No sign, lettering, picture, notice or advertisement
        shall be placed on any outside window or in any position so as to be visible
        from outside the Building.

      


      2. The
        use
        of the name of the Building or of pictures or illustrations of the Building
        in
        advertising or other pub-licity, without prior written consent of Landlord,
        is
        prohibited.

      


      3. Tenant,
        its subtenants and its and their customers, invitees, licensees, and
        guests

      


      a. shall
        not
        obstruct and shall not use for any purpose other than ingress and egress,
        the
        sidewalks, entrances, passages, courts, corridors, vestibules, halls, elevators
        and stairways in and about the Building;

      


      b. shall
        not
        place objects against glass partitions or doors or windows or adjacent to
        any
        open common space which would be unsightly from the Building corridors or
        from
        the exterior of the Building, and will promptly remove the same upon notice
        from
        Landlord;

      


      c. shall
        not
        make noises, cause distur-bances, create vibrations, odors or noxious fumes
        or
        use or operate any electrical or electronic devices or other devices that
        emit
        sound waves or are dangerous to other tenants and occupants of the Building
        or
        that would interfere with the operation of any device or equipment or radio
        or
        television broadcasting or reception from or within the Building or else-where,
        and shall not place or install any projections, antennae, aerials or similar
        devices inside or outside of the Leased Premises;

      


      d. shall
        not
        make any room-to-room canvass to solicit business from other tenants in the
        Building, and shall not exhibit, sell or offer to sell, use, rent or exchange
        any item or services in or from the Leased Premises unless ordinarily embraced
        within the Tenant's use of the Leased Premises as specified in its
        Lease;

      


      e. shall
        refrain from attempting to adjust any controls;

      


      f. shall
        not
        waste, and shall not suffer or permit to be wasted, electricity or water
        and
        shall cooperate fully with Landlord to assure the most effective operation
        of
        the Building's heating and air conditioning;

      


      g. shall
        keep public corridor doors closed;

      


      h. shall
        neither install nor operate machinery or any mechanical devices of a nature
        not
        directly related to Tenant's ordinary use of the Leased Premises without
        the
        written permission of the Landlord;

      


      i. shall
        not
        use rest rooms or water fixtures for any purpose other than that for which
        they
        are designed;

      


      j. shall
        not
        mark upon, paint, cut, drill into, drive nails or screws into, or in any
        way
        deface the walls, ceiling partitions or floors of the Leased Premises or
        of the
        Building;

      


      k. shall
        not
        unduly obstruct any pipes, conduits and ducts in the Leased Premises;
        and

      


      l. shall
        use
        chair pads, to be furnished by Tenant, under all rolling and ordinary desk
        chairs in the carpeted areas.

      


      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          

        

         

      

      4. Tenant
        assumes full responsibility for protecting its space from theft, robbery
        and
        pilferage, which includes keeping doors locked and other means of entry to
        the
        Leased Premises closed and secured.

      


      5. Peddlers,
        solicitors and beggars shall be reported to the office of the Building or
        as
        Landlord otherwise requests.

      


      6. No
        person
        or contractor not employed by Landlord shall be used to perform window washing,
        cleaning, or other work in the Leased Premises.

      


      7. Unless
        Landlord so consents, Tenant shall not, and Tenant shall not permit or suffer
        anyone to:

      


      a. Cook
        in
        the Leased Premises;

      


      b. Place
        vending or dispensing machines of any kind in the Leased Premises;

      


      c. At
        any
        time sell, purchase or give away, or permit the sale, purchase or gift of,
        food
        in any form; or

      


      d. Use
        the
        Leased Premises for lodging or for any immoral or illegal purposes.

      


      e. Use
        the
        Leased Premises to engage in the manufacture or sale of, or permit the use
        of,
        any spirituous, fermented, intoxicating or alcoholic beverages on the Leased
        Premises.

      


      f. Use
        the
        Leased Premises to engage in the manufacture or sale of, or permit the use
        of,
        any illegal drugs.

      


      8. No
        furniture shall be placed in front of the Building or in any lobby or corridor,
        without the prior written consent of Landlord. Landlord shall have the right
        to
        remove all non-permitted signs and furniture, without notice to Tenant, at
        Tenant's expense.

      


      9. No
        animals are allowed in the Building.

      


      10. No
        lock
        or other security device shall be placed by Tenant on any door in the Building
        without the Building manager being kept furnished with two of the keys, cards
        or
        other means of access therefore. At the termination of its tenancy, Tenant
        shall
        promptly deliver to Landlord all keys, entry cards and other means of access
        to
        offices, rest rooms and vaults.

      


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

      


      12. Electric
        floor space heaters, humidifiers or A/C fans are not permitted.

      


      13.  a. Landlord
        shall have the right to approve or disapprove the movers or moving company
        employed by Tenant. Tenant shall cause said movers to use only the loading
        facilities and elevator designated by Landlord. In the event Tenant's movers
        damage the elevator or any part of the Building, Tenant shall forthwith pay
        to
        Landlord the amount required to repair said damage.

      


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

      


      
        
          
          

        

        
          -52-

          
            

          

        

        
          
          

        

      


      c. No
        safe
        or article, the weight of which may constitute a hazard or danger to the
        Building or its equipment shall be moved into the Leased Premises.

      


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

      


      14. Smoking
        shall not be permitted in all areas of the Building (including but not limited
        to the parking garage, elevator lobbies, elevators, public corridors and
        restrooms), or within three feet of the exterior entrance to any doorway
        or
        entryway of the Building. Smoking shall only be permitted in those areas
        which
        have been designated as public smoking areas`

      


      15. Roller
        skates, bicycles or other vehicles shall not be permitted in the offices,
        halls,
        common areas, or corridors in the Building. All vehicles shall use designated
        parking meters.

      


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

      


      17. If
        Tenant
        desires telegraphic, telephonic, computer or other electric connections,
        Landlord, or its agents, will direct the electricians as to where and how
        the
        wires may be introduced, and without such directions, no boring or cuttings
        for
        wires will be permitted. Any such installation and connection shall be made
        at
        Tenant’s expense, and, at Landlord’s option, shall be removed at Tenants expense
        at the expiration or termination of its Lease.

      


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

      


      
        
          
          

        

        
          -53-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        "C"

      


      LEASE
        TERM AGREEMENT

      


      THIS
        AGREEMENT, made as of the ____ day of ______, 2006, DENVER-PLACE ASSOCIATES
        LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred
        to as
        "Landlord") and RANCHER ENERGY CORP., a Nevada corporation (hereinafter referred
        to as "Tenant").

      


      WITNESSETH

      


      WHEREAS,
        by Lease (hereinafter called "Lease") made as of October 30, 2006, Landlord
        leased unto Tenant certain premises known as Suite 1740, located at 999 -
        18th
        Street,
        Denver, Colorado, for a term of sixty-three (63) months and zero (0) days
        and
        commencing on November 10, 2006 unless sooner ter-minated or extended as
        provided therein, and 

      


      WHEREAS,
        Landlord and Tenant now desire to set forth the correct Commencement Date
        of the
        term and to adjust the Expira-tion Date of the Term to provide for a full
        term
        of the Lease of sixty-three (63) months and ________ days.

      


      NOW,
        THEREFORE, Landlord and Tenant do hereby agree as follows:

      


      
        	 	
                1.

              	
                The
                  Term of the Lease commences on ______________,
                  and shall continue until_______________ unless sooner terminated
                  or
                  extended as provided therein.

              


      

      


      
        	 	
                2.

              	
                Except
                  as hereby amended, the Lease shall continue in full force and
                  effect.

              


      

      


      
        	 	
                3.

              	
                This
                  Agreement shall be binding on the parties hereto, their heirs,
                  executors,
                  successors and assigns.

              


      

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed as of the day and year first above written.

       

      
        	 	
                 LANDLORD:

              	 
	 	 	 
	 	
                 DENVER
                  PLACE ASSOCIATES LIMITED

              
	 	
                 PARTNERSHIP,
                  a Delaware limited partnership

              
	 	 
	 	
                 By:

              	
                 Amerimar
                  Realty Management Co.-Colorado,

              
	 	 	 
	 	 	
                 By:

              	
                 Amerimar
                  Realty Management Co.-

              
	 	 	 	
                 Pennsylvania,
                  its general partner,

              
	 	 	 	 
	 	 	 	
                 By:

              	
                ARC-Management
                  Co., Inc.,

              
	 	 	 	 	
                 its
                  general partner

              
	
                Date:______

              	 	 	
                 By:

              	 
	 	 	 	 	
                David
                  G. Marshall, President

              
	 	 	 	 	 
	 	 	 	 	 
	 	TENANT: 	 	 	 
	 	 	 	 	 
	 	RANCHER
                ENERGY CORP., a Nevada corporation 
	 	 
	Date:______ 	By:_____________________ 
	 	
                (Title) 

              


      

       

      
        
          
          

        

        
          -54-

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        "D"

      


      PARKING
        AGREEMENT

      


      DENVER
        PLACE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, by
        Amerimar Realty Management Co.-Colorado, as agent for Landlord, and RANCHER
        ENERGY CORP., a Nevada corporation, as Tenant, have executed simultaneously
        with
        this Agreement a Lease (hereinafter called "Lease") pertaining to certain
        space
        at 999 - 18th Street to be occupied by Tenant. In consideration of the mutual
        covenants herein contained, Landlord and Tenant further agree as
        follows:

      


      The
        Building in which the Premises are located contains a parking garage for
        the
        benefit of Tenants and the general public (hereinafter called "Parking Garage").
        Landlord does not operate or manage the Parking Garage, but maintains a
        management agreement with an independent contractor (hereinafter called
        "Operator") for the management and operation of the Parking Garage. In order
        to
        rent parking spaces in the Parking Garage, Tenant must contract separately
        with
        the Operator for such rentals. Landlord shall make available for Tenant and
        Tenant shall have a non-assignable option to rent from the Operator two (2)
        unreserved parking spaces and four (4) reserved parking spaces (collectively,
        the “Parking Spaces”) located in the Denver Place complex at the prevailing
        monthly rate posted by the Operator from time to time during the Term of
        the
        Lease. The Parking Spaces shall be available for a period expiring thirty
        (30)
        days after the Commencement Date of the Lease. Tenant must exercise its option
        within this period by renting the Parking Spaces directly from the
        Operator.

      


      The
        terms
        and conditions of Tenant's rental of the Parking Spaces shall be governed
        and
        fixed solely by the rental agreement between Tenant and Operator, however,
        Tenant's failure to comply with any term of any such rental agreement shall
        constitute a default under the Lease. In the event that Tenant chooses to
        rent
        Parking Spaces from the Operator as provided for herein, Tenant shall be
        responsible for payment to the Operator of a refundable security deposit
        for
        each parking card issued by the Operator in connection with Tenant’s rental of
        the Parking Spaces (the “Security Deposit”). The Security Deposit shall be in an
        amount to be determined by the Operator in its sole discretion. Notwithstanding
        anything in this Agreement or the Lease to the contrary, in no event shall
        Landlord be responsible for payment of the Security Deposit to the Operator
        on
        behalf of Tenant. Payment and refund of the Security Deposit shall be governed
        and fixed solely by the rental agreement between Tenant and Operator. Landlord's
        holding of Parking Spaces shall not constitute any assumption of and Tenant
        hereby releases Landlord from any and all liability with respect to such
        rentals, and any and all damage, loss or injury with respect to such rentals
        shall be at the sole risk of Tenant unless otherwise provided by Operator
        under
        the rental agreement.

      


      The
        Parking Spaces shall only be used by Tenant’s employees who work at the Leased
        Premises and may not be assigned, transferred or subletted to any other third
        parties.

      


      The
        provisions of this Agreement supplement but are subject to all provisions
        of the
        Lease. Capitalized terms not otherwise defined in this Agreement have the
        same
        meaning as the same terms have in the Lease.

       

      
        	 	
                 LANDLORD:

              	 
	 	 	 
	 	
                 DENVER
                  PLACE ASSOCIATES LIMITED

              
	 	
                 PARTNERSHIP,
                  a Delaware limited partnership

              
	 	 
	 	
                 By:

              	
                 Amerimar
                  Realty Management Co.-Colorado,

              
	 	 	 
	 	 	
                 By:

              	
                 Amerimar
                  Realty Management Co.-

              
	 	 	 	
                 Pennsylvania,
                  its general partner,

              
	 	 	 	 
	 	 	 	
                 By:

              	
                ARC-Management
                  Co., Inc.,

              
	 	 	 	 	
                 its
                  general partner

              
	
                Date:______

              	 	 	
                 By:

              	 
	 	 	 	 	
                David
                  G. Marshall, President

              
	 	 	 	 	 
	 	 	 	 	 
	 	TENANT: 	 	 	 
	 	 	 	 	 
	 	RANCHER
                ENERGY CORP., a Nevada corporation 
	 	 
	Date:______ 	By:_____________________ 
	 	
                (Title) 

              


      

       

      
        
          
          

        

        
          -55-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        “E”

      


      


      LIST
        OF LANDLORD’S FURNITURE

       

      
        
          
          

        

        
          -56-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        “E-1”

      


      BILL
        OF SALE

      


      KNOW
        ALL
        MEN BY THESE PRESENTS: That DENVER PLACE ASSOCIATES LIMITED PARTNERSHIP
        ("Seller"),
        for
        and in consideration of TEN AND NO/100THS DOLLARS ($10.00) and other valuable
        consideration the receipt and sufficiency of which is hereby acknowledged,
        has
        bargained and sold, and by these presents does grant and convey unto RANCHER
        ENERGY CORP., a Nevada corporation ("Purchaser"),
        its
        successors, and assigns, that certain furniture more particularly described
        in
Exhibit
        A
        attached
        hereto and incorporated herein by this reference and currently located on
        the
        seventeenth (17th) floor of that certain office building known as Denver
        Place
        South Tower, 999 -18th Street, Denver, Colorado (the "Personal
        Property").

      


      TO
        HAVE
        AND TO HOLD the same unto said Purchaser, its successor, and assigns, forever.
        The Seller covenants and agrees to and with the Purchaser, its successors,
        and
        assigns, to warrant and defend the sale of the Personal Property against
        all and
        every person or persons whomsoever.

      


      SAID
        PERSONAL PROPERTY IS BEING TRANSFERRED ON AN "AS IS", "WHERE IS" BASIS, WITHOUT
        ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, BY SELLER.
        WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES
        THAT
        SELLER EXPRESSLY DISCLAIMS AND NEGATES, AS TO ALL PERSONAL PROPERTY TRANSFERRED
        HEREBY: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; AND (B) ANY
        IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR
        PURPOSE.
        Purchaser acknowledges that it has relied solely upon its own inspection
        of the
        Personal Property in electing to purchase the Personal Property. Purchaser
        expressly waives a reduction in the purchase price on account of the physical
        condition of the Personal Property, latent defects in the Personal Property
        hereafter discovered by Purchaser and/or the absence of the Personal Property
        from the location described above. 

      


      The
        Purchaser agrees that it shall be solely responsible for and indemnify and
        hold
        Seller harmless from any sales and/or use taxes attributable to the transfer
        and
        sale of the Personal Property from Seller to Purchaser.

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of
        the
        ____ day of November, 2006.

       

      
        	 	
                SELLER:

              	 
	 	 	 
	 	
                DENVER
                  PLACE ASSOCIATES LIMITED

              
	 	
                PARTNERSHIP,
                  a Delaware limited partnership

              
	 	 
	 	
                By:

              	
                ARC
                  Denver Associates L.L.C., a Delaware

              
	 	 	limited
                liability company, its general partners 
	 	 	 
	 	 	
                 By:

              	
                ARC
                  Denver, Inc., a Delaware corporation,

              
	 	 	 	
                its
                  manager

              
	 	 	 	 
	
                 

              	 	 	
                 By:

              	 
	 	 	 	 	
                David
                  G. Marshall, President

              
	 	 	 	 	 
	 	 	 	 	 
	 	PURCHASER: 	 	 
	 	 	 	 
	 	RANCHER
                ENERGY CORP., a Nevada corporation 
	 	 	 	 	 
	 	By:___________ 	 	 
	 	Name:________ 	 	 
	 	Title:_________ 	 	 


      

       

      
        
          
          

        

        
          -57-

          
            

          

        

        
          
          

        

      


      Exhibit
        A to Bill of Sale

      


      


      List
        of Personal Property

       

      
        
          
          

        

        
          -58-