Exhibit 10.14b

                           LARIMER SQUARE OFFICE LEASE
                           [THE QUIZNO'S CORPORATION]
                                TABLE OF CONTENTS


OFFICE LEASE

SCHEDULE 1      (BASIC TERMS AND CONDITIONS)

EXHIBIT "A"     (SITE PLAN)

EXHIBIT "B"     (RULES AND REGULATIONS)

EXHIBIT "C"     (CERTIFICATE OF GOOD STANDING)

EXHIBIT "D"     (WORK LETTER)

EXHIBIT "E"     (TENANT'S INSURANCE OBLIGATIONS)

EXHIBIT "F"     (COMMENCEMENT CERTIFICATE)

EXHIBIT "G"     (PARKING)

EXHIBIT "H"     (APPROVED PLANS AND SPECIFICATIONS)


<PAGE>



                             Office Lease

THIS OFFICE LEASE (hereinafter referred to as this "Lease") is made this 1st day
of January 1999  ("Effective  Date"),  by and between  Hermanson  Family Limited
Partnership I, a Colorado limited  partnership,  and Larimer Square  Associates,
Ltd., a Colorado limited partnership  (hereinafter  collectively  referred to as
"Landlord") and The Quizno's Corporation, a Colorado corporation ("Tenant").

WITNESSETH, that for and in consideration of the mutual covenants and agreements
set forth  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged and confessed,  Landlord and Tenant
do hereby mutually agree as follows:

1.   Effective  Date.  This  Effective  Date of this Lease shall be as set forth
     above.

2.   Premises.  Landlord  does hereby lease and demise to Tenant for use only by
     Tenant, and Tenant does hereby hire, lease and take from Landlord,  to have
     and to hold  for the  Lease  Term and upon  the  covenants  and  conditions
     hereinafter set forth, the Premises  hereinafter  described,  as located in
     that  certain  area of lower  downtown  Denver  known as "Larimer  Square,"
     located in the City and County of Denver, State of Colorado (the "Square"),
     and as  depicted  in Exhibit "A"  attached  hereto and made a part  hereof:
     -----------

     Office space known as 1st, 2nd and 3rd floors of the Lincoln Hall Building;
     Address: 1415 Larimer Street Denver, Colorado 80202;

Consisting of approximately  13,368 rentable square feet of floor area. Landlord
and Tenant hereby  acknowledge and agree that upon completion of the finish work
as set  forth in the Work  Letter  attached  hereto  as  Exhibit  D,  Landlord's
architect  will  calculate and certify the actual square footage in the Premises
which  calculation  will be conducted  according to BOMA  standards.  The square
footage will then be  acknowledged  by Landlord  and Tenant in the  Commencement
Certificate, the form of which is attached hereto as Exhibit F.

3.   Lease Term. The term of Tenant's possession of the Premises hereunder shall
     be for a period of Seven Years (the "Lease Term") (or until such Lease Term
     shall  sooner  terminate  as  provided  herein),  commencing  on  the  Rent
     Commencement Date and expiring on the Expiration Date.

     (a)  The "Rent Commencement Date" shall be the date the Premises are "Ready
          for  Occupancy"  as that term is defined in Paragraph 8 below which is
          anticipated to be June 1, 1999.

     (b)  The  "Expiration  Date" shall occur  eighty four months after the Rent
          Commencement Date which is anticipated to occur May 31, 2006.

4.   Security  Deposit.  Tenant shall,  concurrently  with its execution hereof,
     deposit  with  Landlord a sum equal to one  month's  rent,  (the  "Security
     Deposit"),  which shall be held and  administered  by Landlord as set forth
     herein.

5.   Rent; Payment.

     (a)  Definition.  "Rent" or  "rental"  means the sum of (a) all "Base Rent"
          due and payable hereunder, as hereinafter described, and (b) all other
          financial  obligations  of Tenant arising under this Lease (such other
          financial   obligations  being  herein  referred  to  collectively  as
          "Additional  Rent").  Tenant shall pay as  "Additional  Rent" all sums
          required  to be paid by Tenant  pursuant  to the terms of this  Lease,
          whether or not the same be designated  "Additional  Rent." All amounts
          of Rent  payable  from  time to time  hereunder  shall  be  deemed  to
          comprise a single rental obligation of Tenant to Landlord.

     (b)  Payment. Tenant shall fully and timely pay, without setoff, deduction,
          abatement,   prior  notice,  or  demand,  all  Rent  due  and  payable
          hereunder,  in  lawful  money  of the  United  States,  to  Landlord's
          property manager at the following address:

          Larimer Square Management Corporation
          1400 Larimer Street
          Suite 300
          Denver, Colorado  80202-1705

     or to such other entity  and/or at such other  address as Landlord may from
     time to time notify Tenant in writing.

6.   Base Rent; Payment.

     (a)  Base Rent. Tenant agrees to pay as Base Rent for the use and occupancy
          of the Premises during the Lease Term annual rental as follows:

                                         Annual
             Period                     Base Rent

 First Six Months of First Lease Year   $0 per square foot
 Last Six Months of First Lease Year    $24.19 per square foot
 Second  Lease  Year                    $24.19 per square foot 
 Third  Lease Year                      $24.19 per square  foot  
 Fourth  Lease Year                     $25.19 per square  foot 
 Fifth Lease Year                       $25.19 per square foot 
 Sixth  Lease Year                      $26.19 per square  foot  
 Seventh Lease Year                     $26.19 per square foot

For  purposes  of this  Lease,  "Lease  Year"  shall mean each twelve (12) month
period beginning with the Rent  Commencement  Date, or any anniversary  thereof,
and ending on the preceding date one (1) year later.

     (b)  Payment.  Base Rent  shall be  payable in  advance,  in equal  monthly
          installments,  without setoff, deduction,  abatement, prior notice, or
          demand, on the first day of each calendar month.

7.   Base Year  Occupancy Cost Stop. For the purposes of Section 3 of Schedule 1
     attached to this Lease,  the "Base Year Occupancy Cost Stop" shall be equal
     to the PSF Office Tenant  Occupancy  Costs (as defined in said Section 3 of
     Schedule  1 attached  to this  Lease)  for the  Premises  in respect of the
     calendar year 1999 assuming 100% occupancy in the Leased  Premises for such
     year.

8.   Finish Work.

     (a)  Landlord has agreed to perform certain remodeling work in the Premises
          as set forth in the work letter to be executed  between  Landlord  and
          Tenant concurrently  herewith (the "Work Letter") the form of which is
          attached  hereto as  Exhibit  D.  Other  than as set forth in the Work
          Letter,  Landlord  shall have no  obligations  for the  completion  or
          remodeling  of the  Premises,  and Tenant shall accept the Premises in
          their "as is" condition on the Rent Commencement  Date. If Landlord is
          to complete or remodel the Premises and if the Premises are not "Ready
          for  Occupancy,"  as  hereafter  defined,   on  the  anticipated  Rent
          Commencement  Date as set forth in Paragraph 3(a) above (regardless of
          whether such delay is  occasioned  by  Landlord's  delay in the finish
          work or the previous  tenant's failure to timely vacate the Premises),
          Tenant's  obligation  to pay Base  Rent and  other  charges  shall not
          commence  until  the  Premises  are  Ready  for  Occupancy,  provided,
          however,  from the  effective  date hereof,  other than the payment of
          Base Rent,  this  Lease,  and all of the  covenants,  conditions,  and
          agreements  herein  contained  shall be in full force and effect.  The
          postponement  of Tenant's  obligation to pay Base Rent for such period
          prior to the delivery of the Premises to Tenant,  Ready for Occupancy,
          as  hereinafter  defined,  shall be in full  settlement  of all claims
          which Tenant might  otherwise have by reason of the Premises not being
          Ready  for  Occupancy  on  the  anticipated  Rent  Commencement  Date.
          However, if Tenant takes possession of all or any part of the Premises
          prior to the date the Premises are Ready for Occupancy for the purpose
          of conducting its usual business therein,  all terms and provisions of
          this Lease shall apply,  including the  obligations for the payment of
          all Rent, and other amounts owing hereunder.  "Ready for Occupancy" as
          used herein shall mean the date that Landlord shall have substantially
          completed  the  Premises or any  remodeling  work to be  performed  by
          Landlord,  to the extent agreed to in the Work Letter. The certificate
          of the  architect (or other  representative  of Landlord) in charge of
          supervising the completion or remodeling of the Premises shall control
          conclusively the date upon which the Premises are Ready for Occupancy,
          and the obligation to pay rent begins as aforesaid. In addition to the
          above, if Landlord is delayed in delivering the Premises to Tenant due
          to the  failure  of a prior  occupant  to vacate  the  same,  then the
          obligation  for the payment of rent and the  commencement  of the term
          hereof shall also be postponed,  as  hereinabove  set forth,  and such
          postponement  shall be in full  settlement  of all claims which Tenant
          may otherwise  have by reason of such delay of delivery.  In the event
          Landlord's  Contractor  (as  defined  in the Work  Letter)  encounters
          asbestos or  asbestos  containing  materials  in  connection  with the
          Finish Work,  then Landlord shall be  responsible  for the cost of any
          requisite containment or removal occasioned thereby.

     (b)  If the Rent  Commencement Date is delayed pursuant to subparagraph (a)
          above, and such Rent  Commencement  Date would occur on other than the
          first day of the month,  the Rent  Commencement  Date shall be further
          delayed  until the first day of the  following  month and Tenant shall
          pay proportionate Rent at the same monthly rate set forth herein (also
          in  advance)  for  such  partial   month.   In  the  event  said  Rent
          Commencement Date is so delayed, the Expiration Date shall be extended
          so that the Lease Term will  continue for the full period set forth in
          Paragraph 3 above. As soon as the Lease Term  commences,  Landlord and
          Tenant shall execute the  Commencement  Certificate (the form of which
          is  attached  hereto as  Exhibit  F), if  requested  by either  party,
          setting forth those items set forth therein.

     (c)  Notwithstanding  the foregoing,  if the tenant who currently  occupies
          the  Premises  fails to vacate the  Premises  to Landlord on or before
          April 4, 1999,  then  Tenant  shall have the right to  terminate  this
          Lease  by  delivering  written  notice  to  Landlord  within  five (5)
          business days  thereafter.  If Tenant fails to deliver the termination
          notice within the time period set forth herein, Tenant shall be deemed
          to have waived its termination  right and this Lease shall continue in
          full force and effect.


<PAGE>


9.   Tenant's Insurance  Information.  Information  regarding Tenant's insurance
     coverage is as follows:

     (a)  General Liability Insurance:

          Name of Insurance Company:

          Kemper Insurance Co.

          Name of Broker:

          Lockton Companies

          Policy Number:

          7J241605800

          Phone Number of Broker:

          303-753-2000

          Address of Broker:

          4500 Cherry Creek Drive South, Suite 400, Denver, CO 80222


     (b)  Workers' Compensation Insurance:

          Name of Insurance Company:

          Kemper Insurance Co.

          Name of Broker:

          Lockton Companies

          Policy Number:

          7CQ41603601

          Phone Number of Broker:

          303-753-2000

          Address of Broker:

          4500 Cherry Creek Drive South, Suite 400, Denver, CO 80222

12.  Additional  Lease  Documents.  Attached hereto are Schedule 1 ("Basic Terms
     and  Conditions"),  Exhibit "A" ("Site Plan"),  and Exhibit "B" ("Rules and
     Regulations"),  each of which  attachments  shall be and  hereby is made as
     fully a part hereof as if included  herein.  This Lease and all attachments
     hereto collectively constitute the "Lease."

13.  Authority of Tenant.  Each of the persons executing this Lease on behalf of
     Tenant hereby  represents  and warrants  that, as of the Effective  Date of
     this Lease: (i) Tenant is a Colorado  corporation,  duly formed and in good
     standing  and  qualified  to do  business  in the State of  Colorado;  (ii)
     attached  hereto as Exhibit "C" is a copy of a Certificate of Good Standing
     for Tenant,  issued and dated by the Colorado  Secretary of State within 30
     days prior to the  Effective  Date;  (iii)  Tenant has paid all  applicable
     state franchise fees, licensing fees,  registration fees, and other similar
     fees and taxes  necessary to maintain  Tenant in good standing in the State
     of Colorado;  (iv) Tenant will file when due all forms,  reports,  fees and
     other  documents   necessary  to  comply  with  applicable  laws;  (v)  the
     signatories  signing on behalf of Tenant have the  requisite  authority  to
     bind Tenant pursuant to Tenant's bylaws or a certified copy of a resolution
     authorizing the same by Tenant's board of directors; and (vi) when executed
     by such person(s),  this Lease shall be the valid and binding obligation of
     Tenant, enforceable against Tenant.




<PAGE>




                     LANDLORD:

                     HERMANSON FAMILY LIMITED PARTNERSHIP I,
                     a Colorado limited partnership, and
                     LARIMER SQUARE ASSOCIATES, LTD.,
                     a Colorado limited partnership,

                     By:  LARIMER SQUARE MANAGEMENT CORPORATION, a Colorado
                          corporation, its Authorized Agent

                     By:  ----------------------------------------------
                          Jeffrey F. Hermanson
                          President

                     TENANT:

                     THE QUIZNO'S CORPORATION, a Colorado corporation

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

                     Tenant's Notice Address:

                     At the Premises:
                     1415 Larimer Street
                     Denver, CO 80202





<PAGE>


                                 SCHEDULE 1

                 BASIC TERMS AND CONDITIONS FOR OFFICE LEASE

Section 1. Security Deposit.

     (a)  The  Security  Deposit  shall be deposited as security for the prompt,
          full,  and  faithful  performance  by Tenant  of each and every  term,
          covenant,  duty,  responsibility,  obligation,  and  liability of this
          Lease imposed upon Tenant.

     (b)  The Security Deposit shall not be mortgaged,  assigned, transferred or
          encumbered by Tenant  without the prior  written  consent of Landlord;
          and any such act on the part of  Tenant  shall be  without  force  and
          effect and shall not be binding upon Landlord.

     (c)  In the event that Tenant is in default  hereunder,  Landlord  may use,
          apply, or retain the whole or any part of the Security Deposit for the
          payment of Rent or Additional Rent,  including without  limitation any
          sum  expended by Landlord on Tenant's  behalf in  accordance  with the
          provisions  of this Lease or any sum which  Landlord  may expend or be
          required to expend by reason of Tenant's default hereunder,  including
          without  limitation  damages or repairs to the Premises or any damages
          or deficiency in the re-letting of the Premises.

     (d)  The use,  application,  or retention  of the  Security  Deposit or any
          portion thereof by Landlord shall not prevent Landlord from exercising
          any other right or remedy  provided for hereunder or at law, and shall
          not be construed as liquidated  damages nor operate as a limitation on
          any recovery to which Landlord may otherwise be entitled.

     (e)  In the event the  Security  Deposit held by Landlord is reduced by any
          use or  application  by  Landlord as  described  above,  Tenant  shall
          deposit with Landlord, within 10 business days after written notice to
          Tenant,  an  amount  sufficient  to  restore  the full  amount  of the
          Security  Deposit.  A failure  by Tenant to so  restore  the  Security
          Deposit  shall be an  event  of  default  hereunder,  as set  forth in
          Section 17(a)(iii)(B) hereof.

     (f)  In the event that Tenant  shall fully and  faithfully  comply with all
          the  provisions  of this Lease,  both  monetary and  nonmonetary,  the
          Security Deposit or any balance thereof, without any interest thereon,
          shall be reimbursed  to Tenant  within 60 calendar days  following the
          expiration or earlier termination of the Lease Term, provided that the
          Premises  are  properly  vacated by  Tenant,  the  Premises  have been
          inspected by Landlord,  all keys to the Premises have been returned to
          Landlord,  and no  further  issues or  liabilities  remain  under this
          Lease. Tenant hereby  specifically waives any applicable  statutory or
          regulatory  requirement  for  the  earlier  return  of  such  Security
          Deposit.

     (g)  In the event of a sale or other transfer of Landlord's interest in the
          Premises,  Landlord  shall  have the right to  transfer  the  Security
          Deposit to the purchaser or transferee thereof, and thereupon, if such
          transferee has assumed in writing  Landlord's  obligations  hereunder,
          Landlord shall be discharged  from any further  liability with respect
          to the  Security  Deposit;  and Tenant  agrees to look  solely to such
          transferee for the return of the Security Deposit.  This Section shall
          also apply to any subsequent  transfers of Landlord's  interest in the
          Premises.

     (h)  Landlord shall not be required,  and Tenant hereby specifically waives
          any  requirement of Landlord,  to keep the Security  Deposit  separate
          from  Landlord's  general funds;  and Tenant shall not be entitled to,
          and Tenant hereby  specifically  waives any requirement of Landlord to
          pay any interest on the Security Deposit. Landlord may use, invest, or
          employ the Security  Deposit as if the  Security  Deposit were its own
          funds;  provided,  however, that in no event shall the foregoing alter
          Landlord's  obligation to refund the Security Deposit on the terms and
          conditions provided for under this Section.

     (i)  In the  event  of  bankruptcy  or  other  debtor-creditor  proceedings
          against  Tenant,  the Security  Deposit  shall be deemed to be applied
          first to the payment of rent and other  charges due  Landlord  for the
          earliest periods prior to the filing of such proceedings.

Section 2. Payments.

     (a)  Interest  on  Late  Payments.  If  Tenant  fails  to pay  any  item or
          installment  of Rent within ten (10) calendar days  following the date
          that the same is due and  payable,  such  unpaid  amounts  shall  bear
          interest at rate of interest  described  in Section 40 hereof from the
          date due to the date of payment.

     (b)  Late Fee. Tenant further  acknowledges that the late payment by Tenant
          of any  installment  or item of Rent  will  cause  Landlord  to  incur
          certain  costs and expenses  not  contemplated  under this Lease,  the
          exact amount of which costs are extremely  difficult or  impracticable
          to fix.  Such costs and expenses  will  include,  without  limitation,
          administrative  and collection  costs (excluding legal costs and fees,
          which are  governed by and  separately  recoverable  under  Section 28
          hereof),  and processing and accounting  expenses.  Therefore,  if any
          such  installment  is not received by Landlord  from Tenant within ten
          (10)  calendar  days  following  the  date  that  the  same is due and
          payable,  Tenant  shall  immediately  pay to Landlord a late charge of
          $200.00.  Landlord and Tenant agree that this late charge represents a
          reasonable   estimate  of  such  costs  and   expenses   and  is  fair
          compensation  to Landlord for its loss caused by Tenant's  nonpayment.
          Should  Tenant pay said late charge but fail to pay  contemporaneously
          therewith  all  unpaid  amounts  of Base  Rent  and  Additional  Rent,
          Landlord's  acceptance  of this late  charge  shall not  constitute  a
          waiver of Tenant's  default  with respect to Tenant's  nonpayment  nor
          prevent  Landlord  from  exercising  all  other  rights  and  remedies
          available to Landlord under this Lease or under law.

     (c)  Returned Checks.  In the event that any check tendered by Tenant fails
          to clear or be honored by the financial  institution  upon which it is
          drawn,  then:  (i)  Landlord  may  impose a service  charge in respect
          thereof,  in the amount of $20.00, as Additional Rent hereunder;  (ii)
          if Tenant fails to provide immediately available funds to "cover" such
          dishonored check (and the foregoing  service charge) within 2 business
          days following Landlord's written demand therefor,  such failure shall
          constitute an event of default under the Lease as set forth in Section
          17(a)(iii)(A)  hereof; and (iii) at any time thereafter,  Landlord may
          require  that all  further  payments  required to be made by Tenant to
          Landlord hereunder be made in certified or other immediately available
          funds.

     (d)  No  Post-dated  Checks.  No  post-dated  checks  shall  be or  need be
          accepted by Landlord,  and the tender of a post-dated  check or checks
          by Tenant shall not be  considered as payment by Tenant of any amounts
          due and payable hereunder.

     (e)  No Cash.  No cash shall be or need be  accepted by  Landlord,  and the
          tender of cash by Tenant shall not be  considered as payment by Tenant
          of any amounts due and payable hereunder.

     (f)  No Third Party  Checks.  No checks drawn on any account  other than an
          account  which  bears  the exact  name of  Tenant  shall be or need be
          accepted  by  Landlord,  and the tender of any such check shall not be
          considered  as  payment  of any  amounts  due and  payable  by  Tenant
          hereunder.

     (g)  Non-curable Event of Default.  In the event that Tenant fails, on 3 or
          more occasions  within a single calendar year, to fully and timely pay
          any then-due  installment of (i) Base Rent or (ii) Additional Rent for
          the items described in Section 3 hereof (if applicable)  (and provided
          Landlord has  delivered  written  notice to Tenant that the  requisite
          payment  was late,  then such event  shall be a  non-curable  event of
          default hereunder, as set forth in Section 17(a)(i) hereof.

Section 3. Occupancy Cost Stop.

     (a)  Office Tenant Occupancy  Costs. For the purposes of this Section,  the
          term  "Office  Tenant  Occupancy  Costs" in respect of any  particular
          calendar  year  means  any and  all  costs  and  expenses  arising  in
          connection  with Landlord's  operation,  ownership,  maintenance,  and
          management  of the Square  (including  all its  components  and common
          areas) and which are allocated to the office  tenants of the Square in
          accordance  with the  reasonable  business  practices  and  procedures
          utilized  by  Landlord  to  determine  and  apportion  such  costs and
          expenses  among the space  within the Square  designated  from time to
          time by Landlord for occupancy by such office tenants ("Office Space")
          and  all  other  rentable  space  within  the  Square.  Office  Tenant
          Occupancy  Costs  shall   expressly   exclude  the  costs  of  capital
          improvements  and  replacements  made in or to the Building or Square.
          The  Office  Tenant  Occupancy  Costs  shall  include,   but  are  not
          necessarily limited to:

          (i)  all  real  and  personal  property  and  ad  valorem  taxes,  and
               assessments  (collectively,  "Taxes"),  actually paid during such
               calendar  year in respect of the Square and allocated by Landlord
               to the  Office  Space  (being  that  portion  of  Taxes  that  is
               allocated to the Premises  based upon the relative  values of all
               real property located within, and from time to time constituting,
               Larimer  Square,  all as determined by Landlord in its reasonable
               discretion);

          (ii) all utility  expenses  incurred by Landlord in  supplying  water,
               electricity,  sanitary sewer, HVAC, and other utility services to
               the Square and  allocated  by Landlord to the Office Space (which
               allocation  shall be based upon the  relative  square  footage of
               Office Space as compared to all other  rentable  space within the
               Square);

          (iii)all  insurance  premiums and other  insurance  costs  incurred by
               Landlord in insuring the Square  against such risks,  and in such
               amounts,  as Landlord shall determine (but not inconsistent  with
               the insurance obligations imposed upon Landlord under its various
               leases with tenants of the  Square),  as allocated by Landlord to
               the  Office  Space  (which  allocation  shall be  based  upon the
               relative  square footage of Office Space as compared to all other
               rentable space within the Square); and

          (iv) all other  expenses  incurred by Landlord in  operating,  owning,
               maintaining, insuring, and protecting the Square, as allocated by
               Landlord to the Office  Space  (which  allocation  shall be based
               upon  Landlord's  good faith estimate of the benefits and burdens
               reflected  in each item of  expense  as  allocable  to the Office
               Space).

     (b)  PSF Office Tenant  Occupancy  Costs. As soon as practicable  following
          the close of each calendar  year,  Landlord  shall  calculate a figure
          (the "PSF Office Tenant Occupancy Costs") representing that portion of
          the Office Tenant  Occupancy  Costs incurred by Landlord in respect of
          such  calendar  year which are allocable to the Premises in accordance
          with  Section  3(a)  hereof,  and which shall be  expressed  as a "per
          square foot" number.

     (c)  Tenant's Obligation.  During (and in respect of) each calendar year or
          partial  calendar  year of the  Lease  Term,  commencing  on the first
          January 1 following the Rent  Commencement  Date, Tenant agrees to pay
          to Landlord, as Additional Rent hereunder, an annual amount ("Tenant's
          Occupancy Cost Share") equal to the product obtained by multiplying --

          (i)  the rentable square feet of the Premises, by

          (ii) the excess of --

               (A)  the PSF  Office  Tenant  Occupancy  Cost in  respect of such
                    calendar year, over

               (B)  the Base Year Occupancy Cost Stop, as hereinabove specified.

     Provided,  that the excess of (ii)(A) over (ii)(B) directly above shall not
     be less than zero.

     (d)  Method of Payment.  Commencing on January 1 of the first full calendar
          year of the Lease Term and  continuing  throughout  the balance of the
          Lease Term, Tenant shall pay Landlord,  in advance on the first day of
          each calendar month, a portion of the amount  estimated by Landlord to
          be Tenant's  Occupancy  Cost Share in respect of such  calendar  year,
          determined  in  accordance  with  the  following  provisions.   During
          December  of each  calendar  year,  or as soon after each  December as
          practicable,  Landlord will give Tenant written notice of its estimate
          of Tenant's  Occupancy  Cost Share  payable  for the ensuing  calendar
          year.  On or before the first day of each  calendar  month during such
          ensuing  calendar  year,  Tenant  will  pay  to  Landlord  one-twelfth
          (1/12th) of such estimated amounts.  Provided,  however,  that if such
          notice is not given until sometime subsequent to December, then Tenant
          will continue to pay on the basis of the prior year's  estimate  until
          the first day of the calendar month after such notice is given; and on
          such  first  day of the  calendar  month  after  such  notice is given
          ("first day"),  Tenant shall commence  paying to Landlord  one-twelfth
          (1/12th) of such estimated amounts, and shall also pay to Landlord the
          positive  difference,  if any, between (i) the amount that should have
          been paid by Tenant  under  this  subsection  if such  notice had been
          given in the prior  December less (ii) the amount paid by Tenant under
          this  subsection  through  such  first  day  (provided,  that  if such
          difference  is a negative  number,  then Tenant shall be entitled to a
          credit in the amount of such negative difference against payments next
          thereafter  to become due Landlord as set forth in this  subsection or
          refunded  to Tenant at Tenant's  election).  The  foregoing  estimated
          monthly  charge may be adjusted by Landlord at the end of any calendar
          quarter  on  the  basis  of  Landlord's   experience   and  reasonably
          anticipated costs.

     (e)  Annual  Reconciliation.  As soon as  practicable  following the end of
          each calendar year, Landlord shall furnish Tenant a statement covering
          the  calendar  year just  expired,  showing  (i) the actual  amount of
          Tenant's  Occupancy  Cost Share for such calendar  year,  and (ii) the
          payments  made by Tenant  with  respect to such period as set forth in
          subsection  (d) above.  The  foregoing  amounts shall be reconciled as
          follows:

          (A)  If the  sum  described  in (i)  directly  above  exceeds  the sum
               described in (ii) directly  above,  Tenant shall pay Landlord the
               deficiency within 10 days after receipt of such statement.

          (B)  If the sum  described  in (ii)  directly  above  exceeds  the sum
               described  in (i) directly  above,  Tenant shall be entitled to a
               credit  in the  amount  of such  excess,  against  payments  next
               thereafter to become due Landlord as set forth in subsection  (d)
               above (provided, that if the Lease has then expired or terminated
               and no further  payments are due Landlord,  then  Landlord  shall
               refund such excess to Tenant  within 30 days of Tenant's  request
               therefor).

          (C)  If Tenant shall dispute  Tenant's  Occupancy Cost Share submitted
               by Landlord above,  Tenant shall give landlord  written notice of
               such  dispute  within  thirty  (30) days after  Landlord  advises
               Tenant of such  adjustment or proposed  increase or decrease.  If
               Tenant  does not give  Landlord  such  notice  within  such time,
               Tenant  shall have  waived its right to  dispute  the  amounts so
               determined. If Tenant timely objects, Tenant shall have the right
               to engage its own  certified  public  accountants;  provided such
               group  is not  retained  on any  type of  contingency  fee  basis
               ("Tenant's   Accountants")  for  the  purpose  of  verifying  the
               accuracy of the statement  complained of or the reasonableness of
               the  estimated  increase or  decrease.  If  Tenant's  Accountants
               determine  that an error has been  made,  Landlord  and  Tenant's
               Accountants  shall  endeavor  to agree upon the  matter,  failing
               which the parties shall settle the dispute by judicial  action or
               in such other manner as they agree.  All costs incurred by Tenant
               in  obtaining  its own  accountants  shall be paid for by  Tenant
               unless Tenant's  Accountants  disclose an error,  acknowledged by
               Landlord  (or found to have  occurred in a judicial  action),  of
               more than six percent (6%) in the computation of the total amount
               of Office  Tenant  Occupancy  Costs as set forth in the statement
               submitted  by  Landlord  which  is  challenged,  in  which  event
               Landlord  shall pay the  reasonable  costs  incurred by Tenant in
               obtaining   such  audit   (excluding  any  charges  billed  on  a
               contingency  fee  basis).  Notwithstanding  the  pendency  of any
               dispute over any particular  statement,  Tenant shall continue to
               pay Landlord the amount of the adjusted  monthly  installments of
               rent  determined  by  Landlord  until  the  adjustment  has  been
               determined to be incorrect as aforesaid.  Any audit  conducted by
               Tenant  shall occur at  Landlord's  offices and must be completed
               within  ninety (90) days after  Landlord  advises  Tenant of such
               reconciliation.

     (f)  Survival.  The  obligation  of Tenant to pay Tenant's  Occupancy  Cost
          Share  accruing  during  the  term of this  Lease  shall  survive  any
          termination or expiration hereof.

Section 4. Possession. Tenant shall accept the Premises in an "as is" condition,
except for latent  defects of which Tenant has given  notice to Landlord  within
180 days after the date Tenant first occupies the Premises.  Landlord shall have
no responsibility to make any renovations,  improvements,  decorations, or other
alterations  to the Premises prior to the Rent  Commencement  Date or otherwise,
other than as may be  specifically  set forth in the Work Letter attached hereto
as Exhibit "D".

Section 5. Services and Utilities.  Provided  Tenant is not in default under any
of the terms,  covenants and conditions of this Lease, but subject in all events
to  Section  3  hereof,  Landlord  exclusively  shall  furnish  and  supply  the
following:

      (a)  HVAC.

          (i)  Landlord  shall  furnish  and  supply to the  Premises,  heating,
               ventilation, and air-conditioning designed to provide temperature
               and  humidity  conditions  required,   in  Landlord's  reasonable
               business  judgment,  for  occupancy of the Premises  under normal
               office  building  operations  daily  from 8:00 a.m.  to 6:00 p.m.
               (Saturdays,   8:00  a.m.  to  1:00  p.m.,  Sundays  and  holidays
               excepted).

          (ii) Whenever  machines or equipment  are used in the Premises  (other
               than as contemplated within the plans and specifications attached
               hereto as Exhibit H and  incorporated  herein by this  reference)
               which  affect  the  temperature   otherwise   maintained  by  the
               Building's  HVAC  system,  Landlord  reserves  the right,  in its
               reasonable   business  opinion,   either  to  require  Tenant  to
               discontinue  use of such  machines  or  equipment,  or to install
               appropriate  supplementary equipment in the Premises to reduce or
               offset  such  effect.   The  cost  of   purchasing,   installing,
               constructing,  and maintaining any such  supplementary  equipment
               shall be borne solely by Tenant. If such supplementary  equipment
               is provided by Landlord in its sole discretion,  Tenant shall pay
               to  Landlord  all such  actual  costs  within  10  calendar  days
               following Landlord's written demand therefor,  as Additional Rent
               hereunder.   The  cost  of  maintaining  any  such  supplementary
               equipment  (including the utility costs thereof) may be billed by
               Landlord to Tenant on a monthly basis or otherwise made a part of
               Tenant's monthly rental obligation  hereunder,  in such manner as
               Landlord may from time to time determine.

          (iii)Tenant shall perform no work on the  Building's  HVAC systems (or
               cause any such work to be  performed),  whether within or without
               the Premises,  without first obtaining Landlord's express written
               consent thereto.

     (b)  Electricity.

          (i)  Landlord shall furnish and supply to the Premises,  quantities of
               electric  current  necessary  to  operate  the  business  in  the
               Premises as contemplated in the plans and specifications attached
               hereto as Exhibit H and  incorporated  herein by this  reference.
               Tenant  acknowledges  that the electric current being supplied to
               the  Premises  as  referenced  in the  plans  and  specifications
               attached  hereto as Exhibit H, and the  quantity  and location of
               all such outlets, is fully sufficient for Tenant's purposes.

          (ii) Tenant shall not install or use any equipment (such as computers,
               copying  machines,  or  other  office  equipment,  apparatus,  or
               devices  whatsoever) which will require the use of electricity in
               excess of the amount of electricity  furnished or supplied to the
               Premises  as  of  the  Rent  Commencement   Date,  without  first
               obtaining   Landlord's  advance  written  consent.  The  cost  of
               purchasing,   installing,   constructing,   and  maintaining  any
               supplementary   equipment  necessary  to  increase  the  electric
               current  shall be borne solely by Tenant.  If such  supplementary
               equipment is provided by  Landlord,  Tenant shall pay to Landlord
               all  such  actual  costs  within  10  calendar   days   following
               Landlord's written demand therefor, as Additional Rent hereunder.
               The  cost  of  maintaining  any  such   supplementary   equipment
               (including  the utility costs  thereof) may be billed by Landlord
               to Tenant on a monthly basis or otherwise made a part of Tenant's
               monthly rental obligation  hereunder,  in such manner as Landlord
               may from time to time determine.

          (iii)At Landlord's  option, at any time and from time to time separate
               meters for determining electrical consumption within the Premises
               may be installed by Landlord, and Tenant will pay the full amount
               billed on such  meters.  Landlord  shall be  responsible  for all
               costs of acquiring, installing, and maintaining such meter(s).

          (iv) Tenant shall perform no work on the Building's electrical systems
               (or  cause  any such  work to be  performed),  whether  within or
               without the Premises,  without first obtaining Landlord's express
               written  consent  thereto  (including  but  not  limited  to  any
               replacement of outlets or any diversion of electric lines).

     (c)  Water.  Landlord  shall  furnish and supply  water at those  points of
          supply provided within the Building as of the Rent  Commencement  Date
          for the non-exclusive  general use of all tenants in the Building,  to
          be drawn through  fixtures (such as drinking  fountains and restrooms)
          installed  by  Landlord.  Water shall be  furnished to the Premises in
          accordance with the approved plans and specifications for the Premises
          attached hereto as Exhibit H.

     (d)  Janitor Service. Landlord shall furnish and supply janitor services in
          and  about  the  Premises   comparable  to  standard  janitor  service
          furnished to comparable Class "A" buildings for professional or office
          uses.

     (e)  Elevator Service.  If the Building is equipped with either a passenger
          elevator  or a freight  elevator,  Landlord  will cause the same to be
          maintained in normal  working  order,  for the use of Tenant in common
          with other  tenants of the Building and their  customers and invitees,
          daily  at  reasonable  and  customary  hours.  Operatorless  automatic
          elevator service shall be deemed "elevator service" within the meaning
          of this subsection.  Tenant shall not use, or authorize the use of any
          elevator in any manner exceeding posted operating specifications.

     (f)  Maintenance.  Landlord shall provide routine maintenance  services for
          the  common  areas of the  Building  in the  manner  and to the extent
          deemed to be necessary in Landlord's reasonable business judgment.

     (g)  No Warranty. Landlord does not warrant that any services and utilities
          will be free from shortages,  failures,  variations,  or interruptions
          caused  by  repairs,  renewals,  improvements,   changes  of  service,
          alterations,    strikes,    weather   conditions,    lockouts,   labor
          controversies,  accidents,  inability to obtain services, fuel, steam,
          water or supplies,  governmental  requirements  or requests,  or other
          causes beyond the reasonable  control of Landlord.  No such failure or
          interruption  of service shall be deemed an eviction or disturbance of
          Tenant's use and  possession of the Premises or any part  thereof,  or
          render Landlord liable to Tenant for damages,  by abatement of rent or
          otherwise,  or relieve Tenant from performance of Tenant's obligations
          under this Lease.  Landlord in no event shall be liable for damages by
          reason  of  loss  of  profits,   business   interruptions,   or  other
          consequential   damages  in  respect  thereof.   Notwithstanding   the
          foregoing,  Landlord  agrees that if there is an  interruption  within
          Landlord's  reasonable  control (other than an interruption  resulting
          from a fire or other  casualty)  of the  services  which  Landlord  is
          obligated to provide  that renders the Premises  unusable for Tenant's
          specific use and continues for a period of 3 or more  consecutive days
          after  Landlord   receives   notice  from  Tenant  (an   "Unauthorized
          Interruption"),  rent will abate in proportion to the unusable portion
          of the Premises,  except as provided herein,  commencing at the end of
          such 3-day period and  abatement  shall  continue  until such services
          have been restored to permit Tenant's specific use. Landlord agrees to
          use its reasonable  efforts to cause utility  companies to restore any
          interruptions of the supply of gas,  electricity,  and water utilities
          to the Premises.

Section 6. Condition and Care of Premises.

     (a)  By taking possession of the Premises,  Tenant conclusively accepts the
          Premises and represents and acknowledges that the Premises are in good
          and sanitary order, condition, and repair.

     (b)  Landlord shall endeavor to maintain the Premises and fixtures  therein
          (excluding  Tenant's  furnishings,   trade  fixtures,  equipment,  and
          personal  property) in good order and condition during the Lease Term,
          and shall  attempt to make all  repairs  thereto  and to the  Building
          which  Landlord  deems  necessary.  Provided,  that  if  any  item  of
          maintenance  or  repair  is  caused  in  whole  or in part by the act,
          neglect,  fault  of,  or  omission  of  any  duty  by,  Tenant  or its
          employees,  agents, contractors, or invitees, then Tenant shall pay to
          Landlord  the actual cost of such  maintenance  and repair,  within 10
          business days following the written demand of Landlord,  as Additional
          Rent hereunder.

     (c)  Tenant  shall  be  solely  responsible  for the  following  costs  and
          expenses,  notwithstanding anything expressed or implied herein to the
          contrary:  any carpet installation,  re-carpeting,  or carpet cleaning
          within the Premises  subsequent to the Rent Commencement Date; and any
          painting of walls within the Premises.

     (d)  Anything  contained in this  Section to the contrary  notwithstanding,
          Landlord  shall  maintain  and repair the  structural  portions of the
          Building,  including the roof, foundations,  basic plumbing, HVAC, and
          electrical  systems  installed  or  furnished  by  Landlord.  All such
          activities  shall  be at  the  sole  cost  and  expense  of  Landlord;
          provided, that if any item of maintenance or repair is caused in whole
          or in part by the act, neglect,  fault of, or omission of any duty by,
          Tenant or its employees, agents, contractors, or invitees, then Tenant
          shall pay to Landlord the actual cost of such  maintenance and repair,
          within 10 calendar days following the written  demand of Landlord,  as
          Additional Rent hereunder.

     (e)  There shall be no  abatement  of Rent and no  liability of Landlord by
          reason of any injury to or interference with Tenant's business arising
          from the making of any repairs,  alterations, or improvements in or to
          any portion of the Square,  the  Building or the  Premises or in or to
          fixtures, appurtenances, and equipment therein.

     (f)  Tenant specifically waives any rights it may have under the provisions
          of any law,  statute,  or ordinance  now or  hereafter  in effect,  or
          otherwise, to make repairs at Landlord's expense or to offset the cost
          thereof against any installment of Rent hereunder.

     (g)  Tenant  shall  keep the  interior  of the  Premises  in good order and
          condition and, upon  termination  of this Lease,  Tenant shall deliver
          possession  of the  Premises  to  Landlord  as set forth in Section 16
          hereof.

Section 7. Use of Premises.

     (a)  Use. Tenant shall use the Premises for general office purposes, and as
          a demonstrative  franchise operation,  and for no other use or purpose
          whatsoever,  without the  express  prior  written  consent of Landlord
          which  consent may be withheld,  delayed or  conditioned  in its sole,
          subjective and absolute discretion.

     (b)  Certain  Rules  and  Regulations.  Tenant's  use  of the  Premises  as
          provided in this Lease shall be in  accordance  with the following (in
          addition  to the other  terms,  covenants,  and  conditions  set forth
          herein):

          (i)  Without  limiting the generality of subsection (a) above,  Tenant
               shall  not  permit  the  Premises  to be  used  for  any  kind of
               commercial eating  establishment,  for retail sales, for sleeping
               purposes, for washing clothes, or for cooking of food or beverage
               use or preparation therein (other than (i) in connection with the
               demonstrative franchise operation,  and (ii) vending machines for
               employees and employee snack food preparation as may be permitted
               or installed by Landlord).

          (ii) Tenant  shall not do,  bring,  or keep  anything  in or about the
               Premises   that  will   cause  a   cancellation   or   threatened
               cancellation of insurance covering the Square or the Building. If
               the rate of any  insurance  carried by Landlord is increased as a
               result of Tenant's use,  including the use  contemplated  herein,
               Tenant  shall  from  time  to  time  pay as  Additional  Rent  to
               Landlord,  within 15 calendar  days  before the date  Landlord is
               obligated  to  pay a  premium  on the  insurance,  or  within  30
               calendar  days  after  Landlord  delivers  to Tenant a  certified
               statement from Landlord's insurance carrier stating that the rate
               increase  was caused by an activity of Tenant on the  Premises as
               permitted in this Lease,  whichever date is later, a sum equal to
               the  difference  between the premium that would be charged in the
               absence of such use and the increased premium.

          (iii)Tenant shall not do or permit anything to be done in or about the
               Premises  which shall in any way conflict with any law,  statute,
               ordinance,  rule,  or  regulation  which is or may  hereafter  be
               enacted  or  promulgated  by  any  public   authority.   Tenant's
               compliance with all of the requirements of any municipal, county,
               state,  or federal  authority or law in connection  with Tenant's
               use of the Premises  whether now in force, or which may hereafter
               be in force, shall be at Tenant's sole cost and expense.

          (iv) Tenant shall not do or permit any activity which in any way tends
               to  disturb,  obstruct,  or  interfere  with the  rights of other
               tenants of the Square or the Building or injure or annoy them, or
               which in any ways tends to establish or maintain a nuisance.

          (v)  Tenant shall not use, or allow the  Premises to be used,  for any
               improper, immoral, unlawful, or objectionable purpose.

          (vi) Tenant  shall not solicit or canvas any  occupant of the Building
               or any other  occupant  of the  Square or do any act  tending  to
               injure the reputation of the Building or of the Square.

          (vii)Tenant  shall not  bring  into or  install  in the  Premises  any
               equipment or other  objects  (including  but not limited to metal
               safes or  computers),  the  weight  of  which,  singularly  or in
               aggregate,  would exceed the maximum safe load per square foot of
               the Premises.

          (viii) No freight, furniture,  equipment, or other bulky matter of any
               description  shall be received  into the Building or the Premises
               by  Tenant,  moved  within  the  Premises  or  the  Building,  or
               transported  in any  elevator,  except  as may be  allowed  under
               Landlord's  Rules and  Regulations as from time to time in effect
               or as  Landlord  shall  have  otherwise  approved  in an  advance
               writing (and if so approved,  in accordance  with such conditions
               or restrictions  as Landlord may in its sole discretion  impose).
               Tenant agrees to promptly remove from any common area adjacent to
               or within the  Building  any of  Tenant's  furniture,  materials,
               equipment and/or other property there delivered or deposited.

          (ix) In the event that Tenant  desires to use the Premises in a manner
               inconsistent with the foregoing or any other term,  covenant,  or
               condition hereof,  Tenant may request Landlord's consent thereto,
               but such consent may be withheld in Landlord's  sole and absolute
               discretion.  If given,  such consent shall be binding on Landlord
               only if given in  writing,  and only to the  extent  specifically
               expressed in such writing. If Landlord should ever grant any such
               consent,  Tenant shall be solely  responsible  for obtaining,  at
               Tenant's  sole cost and expense,  any  necessary  zoning or other
               governmental  approvals,  variances,  or special use permits, and
               for otherwise satisfying any governmental requirements in respect
               thereof, without, however, in doing so, affecting or impairing in
               any way  Landlord's  current and  permitted  use of the Building.
               Landlord  makes  no  representations  whatsoever  that any of the
               foregoing  items may be  obtained,  and any  delays  in  Tenant's
               obtaining  the same shall not delay  commencement  of the term or
               entitle Tenant to an abatement of Tenant's obligations under this
               Lease,  including  but not limited to the  obligation to pay Rent
               hereunder.

          (x)  In the event that Tenant fails to cease or modify any activity or
               circumstance  giving rise to a violation of this  subsection  (b)
               within 3 business days  following  Landlord's  written demand (in
               the manner  specified by Landlord in such  demand),  such failure
               shall constitute an event of default under the Lease as set forth
               in Section 17(a)(iii)(C) hereof.

     (c)  General Rules and Regulations.  Tenant agrees to keep and perform each
          and all of the Rules and  Regulations  which are set forth in  Exhibit
          "B"  attached to this Lease,  as such Rules and  Regulations  may from
          time to time be amended,  supplemented,  or restated by  Landlord,  in
          Landlord'  sole and absolute  discretion.  Said Rules and  Regulations
          shall not be  inconsistent  with the terms of this  Lease,  and if any
          inconsistency  does  occur,  this Lease  shall  govern.  Any  amended,
          supplemented,  or restated Rules and  Regulations so made by Landlord,
          after  notice  thereof to Tenant,  shall be  binding  upon  Tenant and
          become  conditions  of  Tenant's  tenancy.   All  of  such  Rules  and
          Regulations shall be uniformly  applicable to all tenants, but nothing
          in this Section  shall be construed to give Tenant any claim,  demand,
          or cause of action against Landlord by reason of or arising out of the
          breach or violation of such Rules and Regulations by any other tenant,
          lessee,  occupant, or user of the Building.  The violation of any such
          Rules and Regulations by Tenant shall  constitute a material breach of
          this Lease and  Landlord  shall be entitled to pursue its remedies set
          forth in Section 17 below.

Section 8. Tenant Improvements.

     (a)  Tenant  shall  make  no  additions,  changes,  alterations,  or  other
          improvements  ("Tenant  Improvements")  to  the  Premises  or  to  any
          electrical or mechanical facilities,  equipment,  or system pertaining
          to or serving  either  the  Premises,  the  Building,  or the  Square,
          without the prior written consent of Landlord.  Landlord may impose as
          a condition of such consent such  reasonable  requirements as Landlord
          in its sole discretion may deem desirable including without limitation
          the submission of drawings,  plans, and  specifications for Landlord's
          written approval,  the obtaining of necessary permits,  the posting of
          bonds,  and  requirements  as to the  manner  in which and the term or
          times  at  which  such  Tenant   Improvements   shall  be   performed.
          Notwithstanding  the  foregoing,  Tenant  shall have the right to make
          Tenant  Improvements  the cost of which do not  exceed  $5,000  in the
          aggregate  without  Landlord's prior written consent provided that the
          Tenant  Improvements  are not of a  structural  nature,  do not affect
          Building  systems and Tenant notifies  Landlord in advance of its work
          on any such Tenant  Improvement  and provides  Landlord with a copy of
          the plans for such Tenant Improvement.  Landlord will not unreasonably
          withhold   its  consent  if  the  Tenant   Improvement   proposed  for
          installation does not involve any electrical or mechanical facilities,
          equipment, or system pertaining to or serving either the Premises, the
          Building, or the Square.

     (b)  In no event shall any Tenant  Improvement  affect the structure of the
          Building or its exterior appearance.

     (c)  If  Landlord  consents  to any  Tenant  Improvements,  any  contractor
          selected by Tenant to do the same must first be approved in writing by
          Landlord.

     (d)  Tenant  shall hold  Landlord  harmless  from and  against  any cost or
          liability with respect to, and shall keep the Premises,  the Building,
          and the Square free from, any  mechanic's,  materialman's,  or similar
          liens in connection  with any such Tenant  Improvements.  Tenant shall
          reimburse  Landlord,  within 10 calendar  days of  Landlord's  written
          demand  therefor and as  Additional  Rent  hereunder,  for any and all
          costs and expenses (including but not limited to legal fees and costs)
          incurred by Landlord in contesting or discharging any such liens.

     (e)  Tenant shall give Landlord at least 30 calendar days' advance  written
          notice prior to the commencement of any Tenant  Improvements to afford
          Landlord   the   opportunity   of  posting   appropriate   notices  of
          non-responsibility on or about the Premises.

     (f)  Prior to the  commencement  of any Tenant  Improvements,  Tenant shall
          give evidence to Landlord that appropriate  insurance  satisfactory to
          Landlord  has  been  obtained  by  Tenant  and   contractors  for  the
          protection  of Landlord  (including  naming  Landlord as an additional
          insured) and its tenants and invitees from damage or injury  resulting
          from the Tenant  Improvements.  If requested  by  Landlord,  labor and
          material,   payment,   performance,   completion   and/or  lien  bonds
          sufficient  to cover the  Tenant  Improvements  shall be  provided  by
          Tenant.

     (g)  All Tenant Improvements  (other than trade fixtures,  office furniture
          and other  personal  property of Tenant)  shall become the property of
          Landlord  five (5) calendar days  following the  expiration or earlier
          termination of this Lease. All such Improvements  shall be surrendered
          with the  Premises,  as a part thereof,  at the  expiration or earlier
          termination of this Lease, without compensation,  credit, or setoff to
          Tenant. Provided, that Landlord (at the time it grants its approval of
          the Tenant  Improvement)  may require Tenant to remove all or any part
          of such  Improvements  and repair any damage to the Premises caused by
          such removal, and to restore the Premises or any part thereof to their
          original  condition,  all at Tenant's  sole expense (and if such costs
          and expenses are paid by Landlord,  such costs shall be  reimbursed to
          Landlord by Tenant within 5 calendar days following Landlord's written
          demand therefor, as Additional Rent hereunder).  Landlord may elect to
          charge Tenant at the time of installation of the Tenant  Improvements,
          for such  removal  and  restoration  expenses,  which shall be paid by
          Tenant as Additional Rent hereunder before commencement of work on the
          Tenant Improvements.

     (h)  Subject to Tenant's:  (i) compliance with the  requirements  set forth
          herein;  (ii) obtaining the approvals  required  hereunder (and of any
          governmental and quasi-governmental  entity with jurisdiction over the
          Premises, including but not limited the Landmarks Commission),  Tenant
          shall have the right to construct  and  install,  at its sole cost and
          expense,  a deck on the roof of the  Building in which the Premises is
          located.

Section 9. Tenant's Personal Property.

     (a)  At any time during the Lease Term and  provided  Tenant is not then in
          breach of any provision hereunder,  all articles of personal property,
          trade fixtures,  machinery,  merchandise,  equipment,  furniture,  and
          movable  partitions  located  on the  Premises  and owned by Tenant or
          installed  by  Tenant  at  its  expense  in  the  Premises  ("Personal
          Property")  shall be and remain  the  property  of Tenant,  and may be
          removed by Tenant.  Tenant shall be solely  responsible  for repairing
          any damage to the Premises,  the Building, or the Square occasioned by
          Tenant's  removal of its  Personal  Property  from the  Premises,  and
          Tenant  shall  reimburse  Landlord  for  any and  all  reasonable  and
          documented costs and expenses  incurred by Landlord in connection with
          such  repairs  if  Landlord  in its sole  discretion  undertakes  such
          repairs  (including  legal  fees and  costs,  and  costs  incurred  by
          Landlord in  repairing  any damage to the Premises  occasioned  by the
          removal of the same)  within 5  calendar  days of  Landlord's  written
          demand therefor and as Additional Rent hereunder.

     (b)  At Landlord's sole option, any of Tenant's Personal Property remaining
          in or about the Premises  five (5) calendar  days after  expiration or
          earlier termination of this Lease shall conclusively be deemed to have
          been abandoned by Tenant. Thereupon, Landlord may, at its sole option:
          (i) keep the same for  Landlord's  use,  and  thereupon  title to such
          Personal  Property  shall  automatically  pass to  Landlord  and  such
          Personal  Property  shall become the property of Landlord  without any
          payment,  credit,  or setoff  from  Landlord  to Tenant  therefor  and
          without need of further action by Tenant (and Landlord may retain such
          Personal Property or may dispose of the same for such consideration as
          Landlord shall determine);  or (ii) remove the same in any manner that
          Landlord  shall choose and store said items,  all at Tenant's  expense
          and risk,  without  liability of Landlord to Tenant for loss  thereof.
          Tenant shall reimburse  Landlord for any and all expenses  incurred by
          Landlord in connection with such removal and storage  (including legal
          fees and costs,  and  including  any costs  incurred  by  Landlord  in
          repairing any damage to the Premises  occasioned by the removal of any
          Personal  Property  from the  Premises)  within  10  calendar  days of
          Landlord's  written demand  therefor and as Additional Rent hereunder.
          The  liabilities  of Tenant under this  subsection  shall  survive the
          expiration or earlier termination of this Lease.

     (c)  Nothing  contained  in  this  Section  shall  preclude  Landlord  from
          pursuing,  at its option,  any other  rights or remedies  available to
          Landlord  at law or equity in  respect of the  subject  matter of this
          Section.

Section 10.     Signage and Advertising.

     (a)  No  sign,  advertisement,  display,  or  notice  shall  be  inscribed,
          painted,  or  affixed  on any part of the  outside  or  inside  of the
          Premises or the Building by Tenant,  unless  Landlord has provided its
          advance  written  consent  thereto  (which  consent may be withheld in
          Landlord's sole and absolute discretion.

     (b)  Notwithstanding  subsection (a) above,  Tenant may place signage on or
          about the door(s) to the Premises  and the  exterior of the  Building,
          identifying Tenant and its business, in such size, color, and style as
          Landlord  shall  approve  in  advance  (which  approval  shall  not be
          unreasonably withheld, delayed, or conditioned); and further provided,
          that such signage is in  compliance  with all rules,  regulations  and
          guidelines  applicable to the Building and Premises and, to the extent
          required,  has been approved by the Landmarks Commission and any other
          agency,  board  or  entity  with  jurisdiction  over the  Building  or
          Premises.

     (c)  Landlord  shall have the right to  prohibit  any sign,  advertisement,
          display, or notice of Tenant, wherever appearing,  which in Landlord's
          opinion  tends to impair the  reputation  or appearance of the Square,
          its  desirability  as a multi-use  retail,  entertainment,  and office
          complex,   or  its   desirability  in  the  estimation  of  financial,
          insurance,  or other institutions and businesses of like nature.  Upon
          written   notice  from   Landlord,   Tenant  shall  refrain  from  and
          discontinue such sign, advertisement, display, or notice.

Section 11. Tenant's Liability for Damage to Premises and for Personal Injury.

     (a)  All damage to the  Square,  the  Building,  or the  Premises,  however
          occurring, which is occasioned by the act or omission of Tenant or its
          employees,  agents,  contractors,  or  invitees,  shall  be  the  sole
          responsibility of Tenant;  and Tenant shall be solely  responsible and
          liable for the repair, restoration,  reconstruction, or replacement of
          any property so damaged,  as determined by Landlord in Landlord's sole
          and  absolute  discretion.  Landlord  may in  its  sole  and  absolute
          discretion undertake any of such activities, and in such event, Tenant
          shall reimburse Landlord, within 5 calendar days of Landlord's written
          demand therefor and as Additional  Rent  hereunder,  for all costs and
          expenses incurred by Landlord in connection therewith.

     (b)  Tenant shall be solely liable and  responsible for all personal injury
          occasioned by the act or omission of Tenant or its employees,  agents,
          contractors, or invitees, including but not limited to personal injury
          or death  arising  directly  or  indirectly  out of the  construction,
          installation or use by any person or entity of Tenant Improvements.

Section 12. Insurance Obligations.

     (a)  Tenant's Insurance Obligations.  Tenant covenants and agrees that from
          and after the earlier of the Rent  Commencement Date or Tenant's entry
          onto the  Premises  with  Landlord's  consent,  Tenant  will carry and
          maintain,  at its sole cost and expense,  the  insurance  described in
          Exhibit "E" attached hereto.

     (b)  Landlord's  Insurance  Obligations.  At all  times  from and after the
          Effective Date, Landlord shall maintain in effect a policy or policies
          of insurance providing protection for the following liabilities and/or
          risks:

          (i)  commercial  general  liability  insurance arising from Landlord's
               ownership  and/or operation of the Square with coverage limits at
               least equal to those  maintained by reasonably  prudent owners of
               similar properties; and

          (ii) any peril,  in Landlord's  sole  discretion  (generally  included
               within  the  classification  "special  perils"  or "all  risks"),
               covering  the  Building,  exclusive of any item insured by Tenant
               pursuant  to  subsection  (a)  above,  in an amount  which is the
               greater of 90% of its full  replacement  cost  (exclusive  of the
               cost of excavations,  foundations and footings) or such amount as
               Landlord's mortgagee may require Landlord to maintain. Landlord's
               obligation to carry such  insurance may be satisfied by inclusion
               of said  building  within the coverage of any  so-called  blanket
               policy  or  policies  of  insurance  carried  and  maintained  by
               Landlord, provided that the coverage afforded will not be reduced
               or  diminished  by reason of the use of such blanket  policies of
               insurance.

     (c)  Mutual  Waivers of Rights.  Landlord (for itself and its insurer,  and
          Tenant  (for itself and its  insurer,  hereby each waive all rights to
          recover  against  each other or against any  Affiliate  of Landlord or
          against any other  tenant or  occupant  of the Square,  or against the
          officers,  directors,   shareholders,   partners,  members,  managers,
          trustees, employees, agents, customers, invitees, or business visitors
          of each other or any  Affiliate  of Landlord or of any other tenant or
          occupant of the Square,  for any loss or damage to the  Premises,  the
          Square, or the contents thereof, arising from any cause covered by any
          insurance  required  by this  Section to be carried by each of them or
          any other  insurance  actually  carried by each of them.  Landlord and
          Tenant shall each cause their respective insurers to issue appropriate
          waivers  of  subrogation  rights   endorsements  to  all  policies  of
          insurance carried in connection with the Square or the Premises or the
          contents of either of them.  Tenant shall cause all other occupants of
          the  Premises  claiming  by,  through,  or under Tenant to execute and
          deliver to Landlord a waiver of such  claims  similar to the waiver in
          this  subsection  and to  obtain  such  waiver of  subrogation  rights
          endorsements. The foregoing waivers shall be operative only so long as
          available  in the  State  of  Colorado  and so  long as no  policy  is
          invalidated thereby.

     (d)  Insurance Use Restrictions.

          (i)  Tenant  agrees  that it will not  carry  any stock or goods or do
               anything in or about the  Premises  which will in any way tend to
               increase  the  insurance  rates  upon the  building  of which the
               Premises are a part.  Tenant agrees to pay to Landlord  forthwith
               upon demand the amount of any  increase  in  premiums  charged to
               Landlord for insurance carried by Landlord pursuant to subsection
               (b) hereof, which increase results from Tenant's violation of the
               foregoing  restrictions,  irrespective of whether  Landlord shall
               have consented to Tenant's act.

          (ii) Tenant  shall at its own expense make all changes to its Premises
               and install and maintain any fire extinguishing  equipment and/or
               other  safeguards  that  Landlord's  insurance   underwriters  or
               applicable  fire,  safety and building codes and  regulations may
               require,  provided  that the same are  necessitated  by  Tenant's
               activities or undertakings within the Premises.

          (iii)Tenant  shall  take all  necessary  steps to ensure  that no work
               performed  or  equipment   installed  by  Tenant   overloads  the
               electrical lines.

     (e)  Periodic  Increases.  Not more frequently than every two (2) years, if
          in the opinion of Landlord's mortgagee, the amount of any component of
          Tenant's  insurance  as describe  above is at that time not  adequate,
          Tenant shall increase the insurance coverage to the amount required by
          such mortgagee or broker.

     (f)  Tenant's Responsibility to Insure Tenant's Property.  Landlord assumes
          no liability  whatsoever  for any loss,  theft,  or damage to Tenant's
          Personal  Property or Tenant  Improvements,  or to the property of any
          employee, agent, contractor, or invitee of Tenant; and Tenant shall be
          solely  responsible  for insuring all the foregoing  property  against
          loss, theft, and damage while such Property is on the Premises.

Section 13. Indemnity.  Subject to Paragraph 12(c),  Tenant agrees to indemnify,
defend,  and hold Landlord and its Affiliates,  and their respective  employees,
agents,  and  contractors  harmless  from all  liability,  costs,  or  expenses,
including attorneys' fees, on account of damage to the person or property of any
third party,  including  any other tenant in the  Building,  and Square,  to the
extent  caused by the acts or  omissions  of Tenant,  its  employees,  agents or
contractors.  Subject to Paragraph 12(c), Landlord agrees to indemnify,  defend,
and hold Tenant,  its  employees,  agents,  and  contractors  harmless  from all
liability,  costs, or expenses,  including attorneys' fees, on account of damage
to the person or property of any third party,  including any other tenant in the
Building, and Square, to the extent caused by the acts or omissions of Landlord,
its employees, agents or contractors.

Section 14. Casualty Damage.

     (a)  Insured Casualty.

          (i)  In the event the  Premises  are  damaged by fire or other  perils
               covered by proceeds from  Landlord's  insurance,  Landlord shall,
               not later than 90 days following such casualty,  commence repair,
               reconstruction  and  restoration  (collectively  referred  to  as
               "Reconstruction"  in this Section) of said Premises and prosecute
               the same  diligently  to  completion,  in which  event this Lease
               shall continue in full force and effect.

          (ii) Notwithstanding the foregoing:

               (A)  In the  event  of a  partial  or  total  destruction  of the
                    Premises during the last 2 years of the Lease Term, Landlord
                    and  Tenant  shall each have the  option to  terminate  this
                    Lease upon not less than 15 days advance  written  notice to
                    the other given within 30 days after such  destruction.  For
                    purposes of this Section,  "partial  destruction" shall mean
                    destruction  to an  extent  of at  least  33_%  of the  full
                    replacement cost as of the date of destruction.

               (B)  In the event any mortgagee under a mortgage or deed of trust
                    covering the Square or any part thereof  should require that
                    the insurance  proceeds payable as a result of said casualty
                    be used to retire the mortgage  debt,  then  Landlord  shall
                    have the option to  terminate  this Lease upon not less than
                    15 days  advance  written  notice to Tenant  given within 30
                    days after the casualty relating thereto.

          (b)  Uninsured Casualty.  In the event the Premises are damaged by any
               casualty not covered by proceeds from Landlord's insurance to any
               extent  whatsoever (which may include but which is not limited to
               flood,  earthquake,   act  of  war,  nuclear  reaction,   nuclear
               radiation or radioactive contamination),  Landlord shall have the
               election  (and shall  within 90 days  following  the date of such
               damage give Tenant written notice of Landlord's  election) either
               --

               (i)  to commence  Reconstruction  of the Premises  within 60 days
                    following the date of Landlord's election, and prosecute the
                    same  diligently  to  completion,  in which event this Lease
                    shall continue in full force and effect, or

               (ii) not to perform such Reconstruction of the Premises, in which
                    event this Lease shall cease and terminate upon a date which
                    shall be not later than 60 days following  Landlord's notice
                    of its election to so terminate this Lease.

          (c)  Construction Provisions.

               (i)  In the  event  of any  Reconstruction  of  the  Premises  by
                    Landlord under this Section,  Landlord shall reconstruct the
                    Premises  substantially  to the  extent  of  their  "as  is"
                    condition   as  of  the   Rent   Commencement   Date.   Such
                    Reconstruction  shall  cover  all of the work  set  forth in
                    Exhibit "D".

               (ii) In the  event  of any  Reconstruction  of  the  Premises  by
                    Landlord  under this Section,  Tenant,  at its sole cost and
                    expense,   shall   reconstruct   and   replace   its  Tenant
                    Improvements  and Personal  Property.  Tenant shall commence
                    such  reconstruction  and  replacement  of  Tenant's  Tenant
                    Improvements and Personal Property promptly upon delivery to
                    it of possession of the Premises following Reconstruction of
                    the Premises by Landlord, and shall diligently prosecute the
                    same to completion.

               (iii)Landlord  shall in no event be required to rebuild,  repair,
                    or  replace  any part of  Tenant's  Tenant  Improvements  or
                    Personal Property in the event of any casualty.

               (iv) Landlord  shall  not in any  event be  required  to spend on
                    Reconstruction  an amount  in  excess  of the net  insurance
                    proceeds  actually  received  by Landlord as a result of the
                    casualty.

               (v)  Landlord  shall not be  responsible  for delays  outside its
                    control in completing the Reconstruction.

     (d)  Release of Liability.  Upon any termination of this Lease under any of
          the provisions of this Section,  the parties shall be released thereby
          without  further  obligation  to the other party  coincident  with the
          surrender of possession of the Premises to Landlord,  except for items
          which have  theretofore  accrued and are then unpaid.  In the event of
          termination,   all  proceeds   from  Tenant's   insurance   (including
          self-insurance  and  deductibles)  under  Section  12 hereof  covering
          Tenant's  Tenant  Improvements,  but excluding  proceeds from Tenant's
          Personal Property, shall be disbursed and paid to Landlord.

     (e)  Abatement of Rent.

          (i)  In the event of Reconstruction as herein provided, the Base Rent,
               and  Additional  Rent  described in Section 3 hereof,  payable by
               Tenant hereunder shall be abated  proportionately with the degree
               to which  Tenant's use of the  Premises is  impaired,  commencing
               from the date of  casualty  and  continuing  during the period of
               such  Reconstruction  and replacement.  Tenant shall continue the
               operation of its business on the Premises  during any such period
               to the  extent  reasonably  practicable  from the  standpoint  of
               prudent business management,  and the obligation of Tenant to pay
               Additional Rent hereunder except the Additional Rent described in
               Section 3 hereof shall remain in full force and effect.

          (ii) In the event that Landlord shall elect to terminate this Lease in
               accordance  with  subsection  (a) or (b)  above,  the  Base  Rent
               payable by Tenant  hereunder,  and  Additional  Rent described in
               Section 3 hereof, shall be abated proportionately with the degree
               to which  Tenant's use of the  Premises is  impaired,  commencing
               from the date of the casualty to the date of  termination of this
               Lease.

          (iii)Tenant shall not be entitled to any  compensation or damages from
               Landlord  for  loss  of use  of the  whole  or  any  part  of the
               Premises, the Building, Tenant Improvements or Personal Property,
               or any inconvenience,  annoyance,  or loss of business occasioned
               by such damage, Reconstruction or replacement.

     (f)  Major Destruction.  Notwithstanding any of the foregoing provisions of
          this Section,  should there be a  destruction  of more than 20% of the
          rentable  square  footage  within  the  Square  at any time  after the
          Effective  Date,  Landlord  and  Tenant  shall  each have the right to
          terminate this Lease upon not less than 15 days advance written notice
          to the other given within 30 days after such destruction.

     (g)  Notice.  If the Premises or any part thereof  shall be damaged by fire
          or other casualty,  Tenant shall give prompt written notice thereof to
          Landlord.

     (h)  Waiver.  Tenant hereby  specifically  waives any and all rights it may
          have under any law, statute, ordinance, or regulation to terminate the
          Lease by reason of casualty or damage to the  Premises,  the Building,
          or the Square,  and the  parties  hereto  specifically  agree that the
          Lease shall not automatically terminate by law upon destruction of the
          Premises.

     (i)  Damage by Tenant.  The  obligation  of  Landlord  to  Reconstruct  the
          Premises  is  subject  in all cases to the  provisions  of  Section 11
          hereof.

     (j)  Termination by Tenant.  In the event of a partial or total destruction
          of the  Premises  so that a  competent  architect,  in good  standing,
          selected by Landlord  shall  certify in writing to Landlord and Tenant
          within sixty (60) days of said casualty  that the  Premises,  with the
          exercise of  reasonable  diligence,  cannot be made fit for  occupancy
          within  one  hundred  eighty  (180)  working  days from the  happening
          thereof,  then Tenant shall have the right for ten (10)  business days
          after  receipt of such  certification  from the architect to terminate
          this Lease which  termination  shall be  effective  from and after the
          date Landlord receives such notice of termination.

Section 15. Condemnation.

     (a)  Condemnation Resulting in Termination.

          (i)  Complete  Condemnation  of  Premises.  In the  event  the  entire
               Premises  shall  be  condemned  by  any  public  or  quasi-public
               authority,  this  Lease  shall  terminate  as of the date of such
               condemnation,  and Landlord  and Tenant  shall each  thereupon be
               released from any further liability  accruing  subsequent to such
               date under this Lease.

          (ii) Partial  or  Complete  Condemnation  of  Square.  In the event 25
               percent  or  more  of  the   rentable   square   footage  of  the
               improvements  located within the Square shall be condemned by any
               public or quasi-public  authority,  this Lease shall terminate as
               of the date of such  condemnation,  and Landlord and Tenant shall
               each  thereupon be released from any further  liability  accruing
               subsequent to such date under this Lease.

          (iii)Condemnation  Proceeds  Applied by Lender.  In the event that (A)
               all or any  portion  of the  Premises  or  the  Square  shall  be
               condemned  by any public or  quasi-public  authority  and (B) any
               mortgagee  under a mortgage or deed of trust  covering the Square
               or any part thereof should require that the condemnation proceeds
               payable as a result of said taking be used to retire the mortgage
               debt,  this Lease shall  terminate as of the date such  mortgagee
               makes such  determination,  and  Landlord  and Tenant  shall each
               thereupon  be  released  from  any  further  liability   accruing
               subsequent to such date under this Lease.

     (b)  Other  Takings.  In the event  that less than all of the Floor Area of
          the Premises is taken under the power of eminent  domain by any public
          or  quasi-public   authority  under  circumstances  not  described  in
          subsection  (a) above,  then either  Landlord or Tenant shall have the
          right to  terminate  this  Lease as of the date of such  condemnation,
          upon giving  notice in writing of such  election  within 30 days after
          receipt by Tenant from  Landlord of written  notice that the  Premises
          have been so appropriated or taken. In the event of such  termination,
          both Landlord and Tenant shall  thereupon be released from any further
          liability accruing subsequent to such date under this Lease.

     (c)  If Lease Not Terminated. In the event that the Premises have been only
          partially  condemned  and this  Lease is not  terminated  pursuant  to
          subsection (a) or (b) above, then Tenant shall continue to occupy that
          portion of the  Premises  which  shall not have been  appropriated  or
          taken, and the parties shall proceed as follows:

          (i)  At  Landlord's  cost  and  expense  and  as  soon  as  reasonably
               possible,  Landlord  shall  restore  the  Premises  on  the  land
               remaining  to a complete  unit of like  quality and  character as
               existed prior to such  appropriation  or taking.  Provided,  that
               such  work  shall  not  exceed  the  scope  of the  work  done in
               originally  constructing or rehabilitating  the Building in which
               the  Premises  are  located,  nor shall  Landlord in any event be
               required  to spend  for such  work an amount in excess of the net
               condemnation award received by Landlord which is allocable to the
               Premises.

          (ii) The  amount  of the Base Rent  provided  for  hereunder  shall be
               reduced on an equitable  basis,  taking into account the relative
               values of the portion taken as compared to the portion remaining.

          (iii)Tenant hereby  specifically waives any and all rights it may have
               under any law,  statute,  ordinance or regulation to terminate or
               petition to terminate this Lease upon partial condemnation of the
               Premises or the building in which the Premises are located or any
               portion of the Square; and the parties hereto  specifically agree
               that  this  Lease   shall  not   automatically   terminate   upon
               condemnation  except  as  specifically  provided  herein.  Tenant
               hereby waives any statutory rights of termination which may arise
               by reason of any partial  taking of the Premises  under the power
               of eminent domain.

     (d)  Award.

          (i)  Landlord  shall be entitled  to receive  the entire  condemnation
               award  for the  taking  of all  real  property  interests  in the
               Premises and the Square  (subject to the rights of any  mortgagee
               under a mortgage or deed of trust  covering  the  Premises or the
               Square),  regardless of whether the award or awards shall be made
               to Tenant or to any person claiming  through or under Tenant (and
               Tenant hereby  irrevocably  assigns to Landlord all of its right,
               title and interest in and to any such awards).

          (ii) Tenant's right to receive a condemnation  award for the taking of
               its Personal  Property,  goodwill,  relocation  expenses,  and/or
               interests  in other  than the real  property  taken  shall not be
               affected  in  any  manner  by the  provisions  of  this  Section,
               provided  Tenant's  award  does not  reduce or affect  Landlord's
               award.

     (e)  Miscellaneous Provisions.

          (i)  Definitions.  The words  "condemnation"  or  "condemned"  as used
               herein shall mean the taking or  appropriation  for any public or
               quasi-public  use  under  any  governmental  law,  ordinance,  or
               regulation  or the exercise of, or intent to exercise,  the power
               of eminent domain, expressed in writing, as well as the filing of
               any action or proceeding for such purpose, by any person, entity,
               body,  agency or  authority  having the right or power of eminent
               domain.

          (ii) Threat of  Condemnation.  Landlord may, without any obligation or
               liability  to Tenant  and  without  affecting  the  validity  and
               existence  of  this  Lease  other  than  as  hereafter  expressly
               provided,  voluntarily agree to sell or convey to the appropriate
               person, entity, body, agency or authority ("condemnor"),  without
               obtaining   Tenant's   permission,   and  without  requiring  the
               institution of any legal or administrative proceeding (or if such
               action  or  proceeding  shall  have  been   instituted,   without
               requiring any trial or hearing thereof (and Landlord is expressly
               empowered  to stipulate  to judgment  therein)),  the Premises or
               portion hereof sought by the condemnor,  free from this Lease and
               the rights of Tenant hereunder.  For the purposes of this Section
               only,  any such  voluntary  sale or conveyance  shall be deemed a
               "condemnation" as such term is used herein.

          (iii)Date of Condemnation. The "date of such condemnation" shall occur
               in point of time upon the actual physical taking of possession by
               the condemnor or the date of  conveyance  pursuant to a voluntary
               sale or conveyance  described in paragraph  (ii) directly  above,
               whichever is applicable.

          (iv) Notifications.  Landlord  and  Tenant  agree,  immediately  after
               learning  of any  appropriation  or  taking,  to give  notice  in
               writing thereof to each other.

          (v)  Prorations.  The rental and other  charges  for the last month of
               Tenant's  occupancy  shall be  prorated  and  Landlord  agrees to
               refund to Tenant any  unearned  rental or other  charges  paid in
               respect of such month.

Section 16.  Lease  Expiration  or  Termination.  At the  expiration  or earlier
termination of the Lease:

     (a)  Tenant shall  surrender  all keys of the Premises to Landlord and make
          known to Landlord the explanation of all  combination  locks remaining
          on the Premises.

     (b)  Tenant shall return to Landlord  the  Premises and all  equipment  and
          fixtures  in  as  good  condition  as  when  Tenant   originally  took
          possession or as it is thereafter,  but,  subject to the provisions of
          Section 8 hereof and subsection (c) directly below,  ordinary wear and
          tear and,  to the extent  covered by proceeds  of  insurance,  loss or
          damage by casualty excepted.

Section 17. Defaults and Remedies.

     (a)  Events of Default.  The occurrence of any one or more of the following
          events  shall  constitute a default and breach of this Lease by Tenant
          ("Event of Default"):

          (i)  Tenant fails to pay any amount of Base Rent,  Additional Rent, or
               any  other  charge  imposed  on  Tenant  hereunder,  when  due in
               accordance  with the  provisions of this Lease,  and such failure
               continues,  in whole or in part,  for more than 5  business  days
               after  written  notice  thereof  has been  given by  Landlord  to
               Tenant;

          (ii) Tenant  fails to  occupy  and  maintain  the  Premises  in strict
               accordance  with each and every  provision  of  Sections 7 and 10
               hereof, and such failure continues for more than 10 calendar days
               after  written  notice  thereof  has been  given by  Landlord  to
               Tenant;

          (iii)Tenant fails to perform any of the following acts within the time
               period specified below:

               (A)  Tenant  fails to  provide  certified  or  other  immediately
                    available  funds to  "cover"  a  dishonored  check  within 2
                    business days following  Landlord's written demand therefor,
                    as described in Section 2(c) hereof.

               (B)  Tenant  fails to deposit with  Landlord,  within 10 business
                    days after written notice to Tenant, an amount sufficient to
                    restore  the  full  amount  of  the  Security  Deposit,   as
                    described in Section 1(e) hereof.

               (C)  Tenant fails to cease or modify any activity or circumstance
                    giving rise to a violation of Section 7(a) hereof  within 10
                    business days following Landlord's written demand.

               (D)  If any other provision  hereof requires Tenant to perform or
                    refrain  from  any  act  within  a  stated  period  of  time
                    following written notice,  request, or demand from Landlord,
                    and Tenant  fails to so perform or refrain from any such act
                    within such time period.

          (iv) Any of the following events occur,  each of which event is hereby
               agreed by the parties hereto to be  non-curable  event of default
               (and  as to  which  Landlord  may  therefore,  if it so  chooses,
               immediately  deliver  to  Tenant a Notice  to Quit the  Premises,
               subject to  subsection  (b) directly  below,  without the need of
               further notice hereunder):

               (A)  Tenant enters into a Transfer  contrary to the provisions of
                    Section 24 hereof.

               (B)  Tenant  fails,  on 3  or  more  occasions  within  a  single
                    calendar   year,  to  fully  and  timely  pay  any  then-due
                    installment  of rent  described  in Section 2(g) hereof (and
                    provided  Landlord has  delivered  written  notice to Tenant
                    that the requisite payment was late).

               (C)  Tenant  maintains,  commits or permits on the  Premises  any
                    waste,  nuisance  or  use of the  Premises  for an  unlawful
                    purpose.

               (D)  Tenant's   representations   and  warranties  set  forth  in
                    Paragraph  12 of the basic  lease  provisions  to which this
                    Schedule 1 is attached  prove to be false or  inaccurate  in
                    any respect whatsoever.

               (E)  Tenant  commits any other  breach of this Lease which is not
                    capable of cure by Tenant.

          (v)  Tenant  fails to perform any covenant or condition of this Lease,
               other than those  specified in paragraphs  (i), (ii),  (iii),  or
               (iv) above, the breach of which Tenant is capable of curing,  and
               such  failure  continues  for more than 10  calendar  days  after
               notice  thereof has been given by  Landlord to Tenant;  provided,
               however,  that if such  failure  is capable of cure by Tenant but
               cannot  reasonably be cured in such 10-day period,  then an Event
               of Default shall not exist hereunder with respect to such failure
               if Tenant  commences  the cure thereof  within such 10-day period
               and thereafter  diligently  pursues the same to completion and so
               completes such cure within 45 calendar days after such notice;

          (vi) Proceedings are instituted  whereby all, or substantially all, of
               Tenant's assets are placed in the hands of a receiver, trustee or
               assignee  for  the  benefit  of  Tenant's  creditors,   and  such
               proceedings continue for at least 60 days;

          (vii)Any  creditor of Tenant  institutes  judicial  or  administrative
               process to execute on, attach or otherwise  seize any of Tenant's
               Personal Property or Tenant Improvements  located on the Premises
               and Tenant fails to discharge,  set aside, exonerate by posting a
               bond, or otherwise  obtain a release of such  property  within 30
               days;

          (viii) Tenant  becomes a debtor in any case filed under the Bankruptcy
               Code or similar law  providing  relief to  bankrupt or  insolvent
               debtors.

To the extent  permitted by  applicable  law, the time periods  provided in this
subsection (a) for cure of Tenant's  defaults under this Lease which are capable
of cure shall be deemed to run concurrently  with, and shall not be deemed to be
in addition to, any similar  time  periods  prescribed  by  applicable  law as a
condition  precedent  to the  commencement  of legal action  against  Tenant for
possession of the Premises.

     (b)  Landlord's Remedies.

          (i)  Upon the occurrence of an Event of Default, Landlord may exercise
               any one or more of the following  remedies without further notice
               or demand of any kind to  Tenant or any other  person,  except as
               required by applicable law:

               (A)  Landlord may terminate  this Lease and reenter the Premises,
                    take  possession  thereof and remove all persons  therefrom,
                    using such force as may be necessary, following which Tenant
                    shall have no further claim thereon or hereunder;

               (B)  Landlord may, without  terminating  this Lease,  reenter the
                    Premises  and  occupy  and/or  relet  the  whole or any part
                    thereof  for and on account of Tenant and collect any unpaid
                    rentals and other  charges,  which have become  payable,  or
                    which may thereafter become payable; or

               (C)  Landlord may, even though it may have reentered the Premises
                    in accordance with  subparagraph  (B) directly above,  elect
                    thereafter to terminate this Lease.

          (ii) Should  Landlord  reenter the Premises  under the  provisions  of
               Section  17(b)(i)(B) above,  Landlord shall not be deemed to have
               terminated this Lease or have accepted a surrender thereof by any
               such  reentry,  unless  Landlord  shall have  expressly  notified
               Tenant in writing that it has so elected to terminate this Lease.
               Tenant further  covenants and agrees that the service by Landlord
               of any notice pursuant to the unlawful  detainer  statutes of the
               State of Colorado  (such as, but not limited to, a so-called "pay
               or quit" notice) and the surrender of possession pursuant to such
               notice  shall not  (unless  Landlord  specifically  elects to the
               contrary  at the  time  of,  or at any time  subsequent  to,  the
               serving  of such  notice  and such  election  is  evidenced  by a
               written  notice to Tenant) be deemed to be a termination  of this
               Lease.

          (iii)The rights and  remedies  given to  Landlord  in this  subsection
               shall be  additional  and  supplemental  to all  other  rights or
               remedies  which  Landlord  may have  under laws in force when the
               default occurs.

          (iv) Tenant  specifically  acknowledges  and agrees that acceptance by
               Landlord of any partial  payment of rent hereunder  following the
               giving of a notice of default  by  Landlord  to Tenant  shall not
               preclude or prevent  Landlord from instituting or prosecuting any
               action pursuant to the unlawful detainer statutes of the State of
               Colorado  in  respect  of the  amount  then  remaining  unpaid by
               Tenant;  and no such  acceptance of a partial payment or payments
               of rent  under the  circumstances  described  shall  operate as a
               waiver by Landlord of any of such rights.

               (c)  Landlord's  Damages.  Should  Landlord  terminate this Lease
                    pursuant to the  provisions of Sections  17(b)(i)(A) or (C),
                    Tenant shall  remain  liable for and Landlord may demand and
                    collect  from  Tenant  all rental  (including  Base Rent and
                    Additional  Rent) that would have accrued for the balance of
                    the Lease Term,  less the net  proceeds of any  reletting of
                    the  Premises,  when and as the  same  becomes  due.  In the
                    alternative,   Landlord  may,  at  Landlord's  sole  option,
                    immediately  recover from Tenant, as damages for loss of the
                    bargain and not as a penalty, all of the following:

          (i)  The worth at the time of award of any unpaid rental that had been
               earned at the time of such termination;

          (ii) The worth at the time of award of the  amount by which the unpaid
               rental that would have been earned  after  termination  until the
               time of award  exceeds  the  amount of such  rental  loss  Tenant
               proves could have been reasonably avoided;

          (iii)The worth at the time of award of the  amount by which the unpaid
               rental for the  balance of the Lease Term after the time of award
               exceeds the amount of such rental loss that Tenant  proves  could
               be reasonably avoided;

          (iv) Any other  amount  necessary to  compensate  Landlord for all the
               detriment  proximately  caused by Tenant's failure to perform its
               obligations  under this Lease or which in the ordinary  course of
               things would be likely to result  therefrom,  including,  without
               limitation,  any costs or expense  incurred  by  Landlord  in (A)
               retaking  possession  of  the  Premises,   including   reasonable
               attorney  fees  therefor,   (B)  maintaining  or  preserving  the
               Premises  after such  default,  (C)  preparing  the  Premises for
               reletting  to a  new  tenant,  including  reasonable  repairs  or
               alterations  to the  Premises  for such  reletting,  (D)  leasing
               commissions,  and (E) any other costs necessary or appropriate to
               relet the Premises; and

          (v)  At Landlord's  election,  such other amounts in addition to or in
               lieu of the  foregoing as may be  permitted  from time to time by
               the laws of the State of Colorado.

As used in  paragraphs  (i) and (ii) directly  above,  the "worth at the time of
award" is computed by allowing interest at the maximum rate specified in Section
40 hereof.  As used in paragraph (iii) directly above, the "worth at the time of
award" is  computed  by  discounting  such  amount at the  discount  rate of the
Federal  Reserve Bank of San Francisco at the time of award plus 1%. All rental,
other than Base Rent,  shall,  for the  purposes of  calculating  any amount due
under the provisions of paragraph (iii) directly above, be computed on the basis
of the average monthly amount thereof accruing during the immediately  preceding
12 month  period,  except that,  if it becomes  necessary to compute such rental
before such a 12 month period has  occurred,  then such rental shall be computed
on the basis of the average  monthly amount hereof  accruing during such shorter
period.

     (d)  Additional Cumulative Remedy. Notwithstanding anything to the contrary
          in this Lease,  Landlord and Tenant hereby  acknowledge and agree that
          the  abatement  of Tenant's  Base Rent  obligations  for the first six
          months  of the term of the  Lease  (as set  forth in  Section 6 of the
          Lease) is made subject to the express condition subsequent that Tenant
          not cause an "Event of  Default"  under  this  Lease  during  the term
          hereof.  If at any time during the Term,  an Event of Default  occurs,
          Tenant owes Landlord,  in addition to all other amounts, the amount of
          Eighty Thousand Eight Hundred Forty Two and 98/100  ($80,842.98) which
          represents three months of Base Rent that was not charged or collected
          in the  first  Lease  Year.  Tenant  has  no  obligation  to  pay  the
          aforementioned  amount  if no Event  of  Default  occurs  prior to the
          expiration of the Lease Term.  Landlord's  right to recover the amount
          hereunder  in the Event of Default is in addition to all other  rights
          and remedies of Landlord set forth herein and under applicable law.

     (e)  Tenant Improvements and Personal Property. Without limiting Landlord's
          rights under subsection (b) above,  upon the occurrence of an Event of
          Default:

          (i)  All of Tenant's Personal Property,  all Tenant Improvements,  and
               all other fixtures  located in the Premises  ("Fixtures"),  shall
               remain on the Premises.

          (ii) Notwithstanding  paragraph (i) above, in the event of any reentry
               or taking  possession  of the Premises by Landlord as provided in
               this Section, or in the event that Landlord retakes or is granted
               possession  of  the  Premises   following  an  Event  of  Default
               (including  but not limited to the granting of  possession of the
               Premises  to  Landlord by a court  having  jurisdiction  over the
               matter), any of Tenant's Personal Property,  Tenant Improvements,
               or any  Fixtures  remaining in or about the Premises at such time
               shall  conclusively  be deemed to have been  abandoned by Tenant.
               Thereupon,  Landlord  may, at its sole option:  (i) keep the same
               for  Landlord's   use,  and  thereupon  title  to  such  Personal
               Property,  Tenant Improvements,  and Fixtures shall automatically
               pass to Landlord, and all such items shall become the property of
               Landlord without any payment,  credit, or setoff from Landlord to
               Tenant therefor and without need of further action by Tenant (and
               Landlord may retain such Personal Property,  Tenant Improvements,
               and Fixtures or may dispose of the same for such consideration as
               Landlord shall determine);  or (ii) remove the same in any manner
               that  Landlord  shall  choose  and  store  said  effects,  all at
               Tenant's  expense  and risk,  without  liability  of  Landlord to
               Tenant for loss thereof.  Tenant shall reimburse Landlord for any
               and all  expenses  incurred by Landlord in  connection  with such
               removal  and  storage   (including  legal  fees  and  costs,  and
               including any costs  incurred by Landlord in repairing any damage
               to the  Premises  occasioned  by the removal of any of such items
               from the Premises)  within 5 calendar days of Landlord's  written
               demand therefor and as Additional Rent hereunder.

     (f)  Waiver. The waiver by Landlord of any breach of any term, covenant, or
          condition contained in this Lease shall not be deemed a waiver of such
          term,  covenant,  or condition of any subsequent breach thereof, or of
          any  other  term,  covenant  or  condition  contained  in this  Lease.
          Landlord's  subsequent  acceptance of partial rental or performance by
          Tenant  shall  not be deemed to be an  accord  and  satisfaction  or a
          waiver of any  preceding  breach by  Tenant of any term,  covenant  or
          condition of this Lease or of any right of Landlord to a forfeiture of
          this  Lease  by  reason  of  such  breach,  regardless  of  Landlord's
          knowledge  of  such  preceding   breach  at  the  time  of  Landlord's
          acceptance.  No term,  covenant,  or  condition of this Lease shall be
          deemed  to have been  waived  by  Landlord  unless  such  waiver be in
          writing and signed by Landlord.

     (g)  Tenant's Default.  Landlord shall be under no obligation to observe or
          perform  any  covenant  of this  Lease on its part to be  observed  or
          performed  which  accrues  after  the date of any  default  by  Tenant
          hereunder.  The  various  rights and  remedies  reserved  to  Landlord
          herein,  including those not specifically  described herein,  shall be
          cumulative,  and, except as otherwise  provided by state statutory law
          in force and effect at the time of the execution hereof,  Landlord may
          pursue  any or all of such  rights and  remedies,  whether at the same
          time or otherwise.

Section  18.  Quiet  Enjoyment.  Landlord  agrees  that  subject  to the  terms,
covenants,  and conditions of this Lease, Tenant, on timely paying said Rent and
performing the covenants aforesaid, shall and may peaceably and quietly hold and
enjoy the Premises  during the Lease Term,  subject to the provisions of Section
19 hereof and any transaction described in Section 26 hereof.

Section 19. Rights of Landlord. Landlord and its agents shall have the right:

     (a)  To change the name,  number or  designation  of the  Building  without
          liability to Tenant.

     (b)  At any  reasonable  time  during  the final 180 days of the Lease Term
          hereof,  to  advertise,  display and show the Premises to  prospective
          tenants, mortgagees, insurance agents, or others. Landlord may display
          "For Rent" signs on the Premises.

     (c)  To constantly  have  passkeys to the Premises,  and every room or part
          thereof.

     (d)  To enter the Premises at any reasonable time (except that in the event
          of any emergency,  Landlord shall have the right to enter at any time)
          for trash removal or maintenance, inspections, repairs, alterations or
          additions to the Premises or the Building,  to exhibit the Premises to
          others,  such as insurance agents,  building and lender's  inspectors,
          prospective  purchasers and for any purpose  whatsoever related to the
          safety,  protection or preservation of the Premises,  the Building, or
          Landlord's  interest,  without  being deemed  guilty of an eviction or
          disturbance  of  Tenant's  use and  possession.  In  exercising  these
          rights,  Landlord  shall  not  unreasonably  interfere  with  Tenant's
          business  operations.  In the event  Landlord  shall be precluded from
          timely access or entry to the Premises or any part thereof as a result
          of closed or secured doors or entries to which  Landlord does not have
          a passkey, Tenant shall be solely responsible for personal or property
          damages of any nature which result from  Landlord's  inability to gain
          timely access or entry to the Premises or any part thereof.

     (e)  At  any  reasonable  time  and  from  time  to  time,  whether  at the
          insistence  of Landlord or pursuant  to  government  requirements,  at
          Landlord's   expense,   to  make  repairs,   alterations,   additions,
          improvements or decorating,  whether structural or otherwise, in or to
          an adjoining suite, or to the Building or any part thereof,  including
          the Premises;  provided, however, Landlord will use reasonable efforts
          not to  interfere  with  Tenant's use and  occupancy of the  Premises.
          Landlord  expressly  reserves the right to change the configuration or
          rentable area of the Building.

     (f)  In connection with making repairs, alterations,  decorating, additions
          or improvements  under the terms of this Section,  Landlord shall have
          the right,  after reasonable  notice to Tenant (except in the event of
          emergencies, when no notice shall be required), to have access through
          the  Premises  as well as the right to take into and upon and  through
          the Premises or any other part of the Building,  all material that may
          be required to make such repairs, alterations,  decorating, additions,
          or  improvements,  as well as the right in the  course of such work to
          close  entrances,  doors,  corridors,   elevators  or  other  Building
          facilities,  without  liability  whatever  to Tenant  nor  shall  such
          access,  closures,  repairs,  alterations,  decorations,  additions or
          improvements be the basis for abatement of Rent.

     (g)  Tenant acknowledges that Landlord shall have the right and does hereby
          reserve  the  right at any time and from time to time,  in  Landlord's
          sole and  absolute  discretion,  to  alter,  expand,  reduce,  remove,
          demolish, renovate,  rehabilitate,  remodel, or construct any existing
          or new  improvements  at the  Square,  in whole or in part,  including
          without  limitation,  the right to change the shape,  size,  location,
          number,  design, or extent of such  improvements,  to build additional
          stories  on or under  such  improvements,  to alter  or  relocate  the
          entranceways  and lobbies of any  building or buildings in the Square,
          to construct  other  buildings and  improvements  in the Square and on
          lands   adjacent   thereto,   to  construct   decks  and  elevated  or
          subterranean  parking  facilities,  to  relocate  or change the common
          areas  of  the  Square,  to  expand  or  contract  the  Square  and to
          redesignate its boundaries. In all such cases, this Lease shall remain
          in full force and effect,  and none of the foregoing shall be deemed a
          constructive  or  actual   eviction  or  shall  subject   Landlord  to
          liability.

Section 20. Landlord's  Inability to Perform.  This Lease and the obligations of
Landlord and Tenant hereunder shall not be affected or impaired because Landlord
or Tenant is unable to fulfill any of its  obligations  or furnish  services and
utilities  hereunder  or is delayed in doing so, if such  inability  or delay is
caused by reason of acts of God, strikes, lockouts, labor troubles, inability to
procure materials, governmental laws or regulations or governmental requests for
the general  public  welfare,  or other cause beyond the  reasonable  control of
Landlord or Tenant.

Section 21.     Landlord's Defaults.

     (a)  If  Landlord  shall  neglect or fail to perform or observe  any of the
          terms, covenants, or conditions contained in this Lease on its part to
          be  performed  or  observed  within 30 days  after  written  notice of
          default or, when more than thirty (30) days shall be required  because
          of the  nature of the  default,  if  Landlord  shall  fail to  proceed
          diligently  to cure such default after written  notice  thereof,  then
          Landlord  shall be liable to Tenant for any and all damages  sustained
          by Tenant as a result of Landlord's breach;  provided,  however, it is
          expressly  understood and agreed that (a) any money judgment resulting
          from any  default or other  claim  arising  under this Lease  shall be
          satisfied  only out of the current  rents,  issues,  profits and other
          income  Landlord  receives from its operation of the Building,  net of
          all current operating expenses, liabilities, reserves and debt service
          associated  with said  operation  ("Net  Income" for  purposes of this
          Section),  (b) no other real,  personal or mixed property of Landlord,
          wherever  located,  shall  be  subject  to levy on any  such  judgment
          obtained against  Landlord,  (c) if such Net Income is insufficient to
          satisfy such judgment,  Tenant will not institute any further  action,
          suit, claim or demand, in law or in equity, against Landlord for or on
          the account of such deficiency,  and (d) such neglect or failure shall
          not  constitute  consent by Landlord  for Tenant to perform or observe
          such terms,  covenants or  conditions at  Landlord's  expense.  Tenant
          hereby waives, to the extent permitted under law, any right to satisfy
          said money judgment against Landlord except from Net Income.  The term
          "Landlord"  for  purposes of this  Section only shall mean any and all
          partners, whether general or limited, if any, which comprise Landlord.

     (b)  If the  Premises or any part  thereof  are at any time  subject to any
          mortgage  or deed of trust  and this  Lease  or the  rentals  due from
          Tenant   hereunder  are  assigned  to  such   mortgagee,   trustee  or
          beneficiary  (called "Assignee" for purposes of this Section only) and
          Tenant is given  written  notice  thereof,  including  the post office
          address of such  Assignee,  then Tenant shall give  written  notice to
          such  Assignee,  specifying  the  default in  reasonable  detail,  and
          affording such Assignee a reasonable  opportunity to make  performance
          for and on behalf of Landlord.  If and when the said Assignee has made
          performance on behalf of Landlord, such default shall be deemed cured.

Section 22.     Waiver.

     (a)  No waiver,  delay,  or omission by Landlord of any  provision  of this
          Lease shall be deemed to be a waiver of any other provision  hereof or
          of any subsequent breach by Tenant of the same or any other provision,
          or of any of  Landlord's  rights or remedies  with respect to any such
          breach.  Landlord's  consent  to or  approval  of any  act  by  Tenant
          requiring Landlord's consent or approval shall not be deemed to render
          unnecessary the obtaining of Landlord's  consent to or approval of any
          subsequent  act of  Tenant,  whether  or  not  similar  to the  act so
          consented  to or  approved.  No act  or  thing  done  by  Landlord  or
          Landlord's  agents during the Lease Term shall be deemed an acceptance
          of a surrender  of the  Premises,  and no  agreement  to accept such a
          surrender  shall be valid  unless in writing  signed by  Landlord.  No
          employee of Landlord or of  Landlord's  agents shall have any power to
          accept  the  keys to the  Premises  prior to the  termination  of this
          Lease,  and the  delivery of the keys to any such  employee  shall not
          operate as a termination of this Lease or a surrender of the Premises.

     (b)  The subsequent  acceptance of Rent or any payments of any amounts from
          Tenant or any other party by Landlord or its employees or agents shall
          not be a  waiver  of any  preceding  breach  by  Tenant  of any  term,
          condition  or  covenant  of  this  Lease,   regardless  of  Landlord's
          knowledge of such  preceding  breach at the time of acceptance of such
          Rent,  and no payment by Tenant or any other party or receipt  thereof
          by  Landlord  or its agents of a lesser  amount  than the Rent  herein
          stipulated shall be deemed to be other than on account of the earliest
          stipulated  Rent,  nor shall any  endorsement  or any statement on any
          check or any  letter  accompanying  such  check or  payment as Rent be
          deemed an accord and  satisfaction,  and the  Landlord may accept such
          check or payment without  prejudice to the Landlord's right to recover
          the balance of such Rent or pursue any other remedy in this Lease.

Section 23.  Transfer of  Landlord's  Interest.  In the event of a conveyance by
Landlord of the  Premises or the  Building or of any portion of the  Building or
the  Premises,   and  if  the  transferee  has  assumed  in  writing  Landlord's
obligations   hereunder,   such  conveyance  shall  release  Landlord  from  any
liability,  including  for  Security  Deposits,  upon  any of the  covenants  or
conditions, express or implied, herein contained in favor of Tenant; and in such
event,  Tenant agrees to look solely to the  responsibility  of the successor in
interest of Landlord  and to this Lease.  Upon written  notice from  Landlord of
such conveyance, Tenant shall acknowledge ownership in the transferee and attorn
and continue in quiet  enjoyment of the Premises.  Landlord shall have the right
to sell, hypothecate, mortgage, transfer, sublet or assign this Lease and/or any
or all of its  interests  in the  Premises  and/or the Building and shall not be
liable for obligations thereafter accruing hereunder.

Section 24.     Assignment and Subletting.

     (a)  Tenant shall not,  without  Landlord's  prior written  consent,  which
          shall not unreasonably be withheld,  do any of the following (each and
          all of  which  shall  hereinafter  be  individually  and  collectively
          referred to as a "Transfer"):

          (i)  assign, hypothecate, mortgage, encumber or convey this Lease;

          (ii) allow any transfer thereof or any lien upon Tenant's  interest by
               operation of law;

          (iii)sublet the Premises or any part thereof;

          (iv) permit the use or  occupancy  of the Premises or any part thereof
               by anyone other than Tenant;

          (v)  if  Tenant  is a  partnership,  permit a  withdrawal  or  change,
               voluntary, involuntary, or by operation of law, of any partner or
               the dissolution of the partnership;

          (vi) if Tenant is a  corporation  (whose stock is not publicly  traded
               through an exchange or over the counter), permit any dissolution,
               merger,  consolidation or other  reorganization of Tenant, or the
               sale or other transfer of a controlling percentage of the capital
               stock of Tenant,  or the sale of more than an aggregate of 25% of
               the value of the assets of Tenant.  As used herein,  "controlling
               percentage"  means the ownership of, and the right to vote, stock
               possessing  more than an aggregate  of 25% of the total  combined
               voting  power of all classes of Tenant's  capital  stock  issued,
               outstanding and entitled to vote for the election of directors.

     (b)  If Tenant  desires the consent of Landlord to a Transfer of the entire
          Premises for the remaining  Lease Term, or desires the Transfer of all
          or a portion of the Premises  (the entire  Premises for the  remaining
          Lease Term or a portion of the Premises being hereinafter  referred to
          as the "Subject Premises"), Tenant shall submit to Landlord:

          (i)  the proposed  sublease or assignment or other Transfer  agreement
               or instrument  (executed by Tenant and the proposed  subtenant or
               assignee),  which shall not  commence or take effect  prior to 60
               days after the receipt by Landlord of Tenant's  submission of all
               information  required  to be  submitted  by  Tenant  to  Landlord
               hereunder, and

          (ii) any other  information or item Landlord may  reasonably  request,
               including  without  limitation  sufficient  information to enable
               Landlord  to  determine  the   acceptability   of  the  financial
               responsibility  (as measured by such factors as audited net worth
               and credit  rating)  experience  and  character  of the  proposed
               subtenant or assignee (herein, "transferee").

               Landlord  shall  respond to  Tenant's  request  within 15 days of
               receipt of such request.

     (c)  Landlord  shall not  unreasonably  withhold  its  consent  to any such
          Transfer,  except that it shall be reasonable for Landlord to withhold
          its consent if one of the following situations exist:

          (i)  in the  judgment  of Landlord  the  proposed  transferee  is of a
               character  or engaged in a business  which is not in keeping with
               the standards of Landlord for the Building;

          (ii) in the  judgment of Landlord the net worth of the  transferee  is
               materially  less than the  greater of  Tenant's  net worth on the
               Commencement  Date, or Tenant's net worth at the date of Tenant's
               request for consent;

          (iii)in the  judgment of Landlord  the purposes for which the proposed
               transferee intends to use the Subject Premises are not in keeping
               with  the  standards  of  Landlord  for the  Building,  it  being
               understood that the purposes for which transferee  intends to use
               the Subject Premises may not be in violation of this Lease;

          (iv) a transfer will result in there being more than a reasonable  and
               safe number of occupants per floor within the Premises, including
               Tenant  and all  transferees,  or  will  result  in  insufficient
               parking, if provided by Landlord, for the Building;

          (v)  the Subject  Premises  are not regular in shape with  appropriate
               means of  ingress  and  egress and  suitable  for normal  renting
               purposes;

          (vi) the proposed  transferee is a governmental or  quasi-governmental
               agency;

          (vii)the proposed transferee is an occupant or tenant of the Square;

          (viii) the Transfer  would breach any covenant of Landlord  respecting
               radius,   location,  use  or  exclusivity  in  any  other  Lease,
               financing agreement or other agreement relating to the Building;

          (ix) Tenant is in default under this Lease;

          (x)  In Landlord's sole judgment,  the proposed  transferee's business
               use and/or occupancy of the Premises would --

               (A)  violate  any of the terms of this  Lease or the lease of any
                    other tenant in the Square,

               (B)  not conform with  Landlord's  tenant-mix  requirements  then
                    pertaining in the Square,

               (C)  fall within any category of tenant for which  Landlord would
                    not  then  lease  space  in the  Square  under  its  leasing
                    guidelines and policies then in effect,

               (D)  require any alterations  which would reduce the value of the
                    existing leasehold improvements in the Premises, or

               (E)  require increased services by Landlord; or

          (xi) in the case of a sublease,  if the rent payable by the  subtenant
               is less  than  (by an  amount  equal  to or  greater  than $2 per
               rentable  square foot) the then  prevailing rate being charged by
               Landlord  for  the  lease  of  comparable  space  in the  Square;
               provided  Landlord has comparable  competing  space available for
               lease.

     (d)  If Landlord shall grant consent:

          (i)  the terms,  covenants,  and  conditions of this Lease,  including
               among other things,  Tenant's liability for the Subject Premises,
               shall in no way be deemed  modified,  abrogated or amended unless
               an amendment therefor is executed by all parties hereto;

          (ii) the consent shall not be deemed a consent to any further Transfer
               by either Tenant or such transferee.

     (e)  In the event Tenant enters into a Transfer,  if any amounts payable by
          the  assignee or subtenant  with respect to its  occupancy of all or a
          portion of the Premises are in excess of the amounts payable by Tenant
          to Landlord  hereunder,  then 50% of such amounts shall be immediately
          due and payable to the Landlord as Additional Rent.

     (f)  Tenant shall pay Landlord's  expenses,  but not to exceed $500.00, for
          each  Transfer  submitted  to cover the legal  review  and  processing
          expenses of Landlord,  irrespective  of whether  Landlord  shall grant
          consent.

     (g)  Any  arrangement  for a Transfer  which is not in compliance  with the
          provisions  of this Section  shall be of no effect and void.  Landlord
          shall not be  obligated  to pay any fees,  commissions  or  amounts in
          respect of any transfer unless Landlord shall agree to such obligation
          in writing.

     (h)  Notwithstanding anything to the contrary contained hereinabove in this
          Paragraph  24,  Tenant  shall  have  the  right,   without   obtaining
          Landlord's  prior  written  consent,  to assign or sublease all or any
          portion of the  Premises  to the  following  parties on the  following
          conditions:  (A) Any subsidiary or affiliate of Tenant; (B) Any parent
          corporation  of Tenant;  (C) Any  subsidiary  or affiliate of Tenant's
          parent corporation if such parent owns a substantial  interest in such
          subsidiary or affiliate;  or (D) Any corporation into which Tenant may
          be merged or consolidated or which purchases all or substantially  all
          of the  assets  or  stock  of  Tenant;  provided  that  the  resulting
          corporation has a net worth at least equal to Tenant's net worth as of
          the date hereof;  and further  provided that: (i) Tenant  continues to
          remain primarily liable on its obligations set forth herein;  (ii) Any
          such  subtenant  and/or  assignee  shall  assume  and be  bound by all
          obligations  of Tenant for  payment of all amounts of rental and other
          sums and the performance of all covenants  required by Tenant pursuant
          to this Lease; and (iii) Any such subtenant and/or assignee intends to
          operate the Premises in accordance with the usage restrictions of this
          Lease and under the same name as  Tenant.  Not less than  thirty  (30)
          days prior to the  effective  date of such  transaction,  Tenant shall
          provide  Landlord  with  copies  of  the  documents   evidencing  such
          transaction  and such evidence as Landlord may  reasonably  require to
          establish that such transaction  falls within the terms and provisions
          of this subparagraph h.

Section 25.    Holdover Provisions.

     (a)  If Tenant fails to surrender  possession  of the Premises on or before
          the close of business on the  Expiration  Date,  Landlord may exercise
          any and all remedies at law or in equity to recover  possession of the
          Premises,  as well as any damages  incurred by  Landlord,  due to such
          failure,  without any further notice to Tenant  whatsoever (and Tenant
          hereby waives any and all such notices).

     (b)  If Tenant holds over after the  expiration or earlier  termination  of
          the Lease Term, Tenant shall be deemed a tenant at sufferance, subject
          to all of the terms,  covenants,  and  agreements of this Lease as the
          same may apply to a tenancy at  sufferance,  except  that  during such
          tenancy at  sufferance  Tenant shall be obligated to pay to Landlord a
          monthly  Base Rent  equal to one and one half  times  (150%)  the rate
          payable for the month immediately preceding said holding over for each
          month or part thereof  (without  reduction for any such partial month)
          that Tenant remains in possession (and such amount shall be payable in
          advance on the first day of each and every month).

     (c)  In  addition  to the  foregoing  Base  Rent,  during  such  tenancy at
          sufferance  Tenant  shall  pay  Landlord  (i)  Additional  Rent  which
          Landlord may reasonably  estimate,  computed on a per-month basis, and
          (ii) all damages, consequential as well as direct, sustained by reason
          of Tenant's retention of possession.

Section 26. Subordination and Attornment.  This Lease is subject and subordinate
to the lien,  provisions,  operation and effect of any mortgage or deed of trust
which  currently  encumbers  the land under which the Premises are  constructed.
Upon request  from  Tenant,  Landlord  will use  reasonable  efforts to obtain a
nondisturbance  agreement from any existing  mortgagee.  Provided the applicable
mortgagee enters into a subordination and  nondisturbance  agreement with Tenant
on  the  mortgagee's  then  current  form  or  otherwise  in a  form  reasonably
acceptable to Tenant,  this Lease shall also be subject and  subordinate  to the
lien, provisions,  operation and effect of all mortgages, deeds of trust, ground
leases  or other  security  instruments  (collectively,  "Mortgages")  which may
hereafter  encumber the  Building,  the  Premises or the land,  to all funds and
indebtedness  intended to be secured thereby,  and to all renewals,  extensions,
modifications,   or  recastings  thereof;  however,  this  Lease  shall  not  be
subordinated  to any Mortgage if the holder  thereof  fails to enter into such a
nondisturbance  agreement with Tenant.  The holder of any Mortgage to which this
Lease is  subordinate  shall have the right at any time to declare this Lease to
be superior to the lien, provisions,  operation and effect of such Mortgage, and
Tenant shall execute,  acknowledge and deliver all reasonable documents required
by such holder in confirmation thereof.

Section 27.    Estoppel Certificate.

     (a)  Tenant  shall at any time and from time to time,  within 10 days after
          written  request from Landlord,  execute,  acknowledge  and deliver to
          Landlord a  statement  in writing  (i)  certifying  that this Lease is
          unmodified  and in full force and effect or, if modified,  stating the
          nature of such  modification  and  certifying  that  this  Lease as so
          modified,  is in full  force  and  effect,  and the dates to which the
          rental and other charges are paid in advance,  if any, and the amounts
          of any security  deposits;  and (ii) acknowledging that there are not,
          to Tenant's  knowledge,  any uncured  defaults on the part of Landlord
          hereunder,  or specifying  such defaults if any are claimed.  Any such
          statement may be relied upon by any prospective  purchaser,  mortgagee
          or  encumbrancer  of all or any portion of the  Building,  or the real
          property on which the Building is situated.

     (b)  Tenant's  failure to deliver the foregoing  statement within such time
          period shall be conclusive  upon Tenant that (i) this Lease is in full
          force and effect, without modification except as may be represented by
          Landlord,   (ii)  there  are  no  uncured   defaults   in   Landlord's
          performance,  and (iii) not more  than one (1)  month's  Rent has been
          paid in advance.

Section 28.  Attorney  Fees.  If at any time after the  Effective  Date,  either
Landlord  or Tenant  institutes  any  action  or  proceeding  against  the other
relating  to the  provisions  of  this  Lease,  or any  default  hereunder,  the
non-prevailing party in such action or proceeding shall reimburse the prevailing
party  for  the  reasonable   expenses  of  attorney  fees  and  all  costs  and
disbursements  incurred  therein  by the  prevailing  party,  including  without
limitation,  any such fees, costs or  disbursements  incurred on any appeal from
such  action  or  proceeding.  Subject  to the  provisions  of  local  law,  the
prevailing  party shall recover all such fees,  costs or  disbursements as costs
taxable by the court or arbiter in the action or proceeding  itself  without the
necessity for a cross-action by the prevailing party.

Section 29.  Entire  Agreement.  This Lease  contains all the terms,  covenants,
conditions and agreements  between Landlord and Tenant relating in any manner to
the rental,  use and occupancy of the Premises.  No prior or other  agreement or
understanding  pertaining to the same shall be valid or of any force and effect;
and the  terms,  covenants  and  conditions  of this  Lease  cannot be  altered,
changed,  modified or added to, except in writing signed by Landlord and Tenant.
No  representations,  inducements,  understanding  or  anything  of  any  nature
whatsoever,  made,  stated or represented by Landlord or anyone acting for or on
Landlord's  behalf,  either orally or in writing,  have induced  Tenant to enter
this Lease,  and Tenant  acknowledges,  represents  and warrants that Tenant has
entered  into  this  Lease  under  and by virtue  of  Tenant's  own  independent
investigation.

Section 30.    Captions, Definitions and Severability.

     (a)  The   captions  of  the   sections,   subsections,   paragraphs,   and
          subparagraphs  of this Lease are for  convenience  and easy  reference
          only and shall not be considered or referred to in resolving questions
          of construction.

     (b)  The words  "Landlord"  and  "Tenant"  wherever  used  herein  shall be
          applicable to one or more persons as the case may be, and the singular
          shall  include the plural,  and the neuter shall include the masculine
          and feminine;  and if there be more than one, the obligations  thereof
          shall be joint and several.

     (c)  Whenever this Lease imposes any duty,  responsibility,  obligation, or
          liability on the Tenant  hereunder,  the word "Tenant" shall be deemed
          to include Tenant's  subtenants,  concessionaires and licensees as the
          context may require;  and such duty,  responsibility,  obligation,  or
          liability  shall  be  the  joint  and  several  duty,  responsibility,
          obligation,  and  liability  of Tenant  (and each and every  person or
          entity  comprising  Tenant,  if there is more  than  one  Tenant)  and
          Tenant's  subtenants,  concessionaires and licensees,  as the case may
          be.

     (d)  The word  "persons"  wherever used shall include  individuals,  firms,
          associations and corporations.

     (e)  Whenever in this Lease any words of obligations of duty are used, such
          words  shall have the same force and effect as though made in the form
          of covenants.

     (f)  [Intentionally Omitted]

     (g)  If any  provision of this Lease shall be adjudged to be invalid,  void
          or illegal, it shall in no way affect,  impair or invalidate any other
          provision  hereof,  the parties  hereto  agreeing that they would have
          entered into the remaining portion of this Lease  notwithstanding  the
          omission of the portion or portions adjudged invalid, void or illegal.

Section 31.  Other Uses by  Landlord.  Nothing  contained in this Lease shall be
construed  to exclude or prohibit  Landlord  from using or leasing any  offices,
facilities,  or other space in the Building,  or any part or portion thereof, or
any other  property  owned or controlled by Landlord,  for any lawful  purposes,
although in direct competition with Tenant.

Section 32.  Relationship of the Parties.  Nothing contained in this Lease shall
be deemed or construed by the parties  hereto,  or by a third person,  to create
the relationship of principal and agent or of partnership or of joint venture or
of trustee and beneficiary or of any association between Landlord and Tenant and
neither the method of computation of Rent nor Landlord's obligation with respect
to the common area, nor any other  provisions  contained in this Lease,  nor any
acts of the parties hereto,  shall be deemed to create any relationship  between
Landlord and Tenant other than the relation of landlord and tenant.

Section  33.  Successors  and  Assigns.  Each  and  all  of  the  covenants  and
obligations  of this Lease shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs,  executors,  administrators,  successors
and  assigns,  subject  at  all  times,  nevertheless,  to  all  agreements  and
restrictions   herein   contained  with  respect  to   assignment,   subletting,
hypothecation,  or any other transfer or conveyance of Tenant's interest in this
Lease.

Section 34. Use of Building Name; Use of Trade Name Prohibited. Tenant shall not
use the name of the  Building  for any purpose  other than as the address of the
business to be conducted by Tenant in the Premises. Tenant shall in no event use
the phrase "Larimer Square" in any advertising,  stationery,  or other materials
whatsoever.

Section 35.    Time.  Time  is of  the  essence  with  respect  to  the
performance  of  every  provision  of  this  Lease  in  which  time  of
performance is a factor.

Section  36.  Applicable  Law;  Venue.  This Lease and each and every  provision
hereof,  and all questions  concerning the validity and  enforceability  of this
Lease and each and every provision hereof,  shall be governed by and interpreted
and construed in  accordance  with the laws and  interpretations  thereof of the
State of Colorado. In any action or proceeding involving this Agreement, whether
at law or in equity, each party stipulates that the state courts of the State of
Colorado shall have  jurisdiction  over the parties hereto and over such action,
and each party hereto  stipulates that all such actions and proceedings shall be
brought  exclusively  in the  appropriate  state court in the City and County of
Denver, Colorado (and each party hereto waives any objection to venue).

Section 37. Execution and Delivery. The submission of this Lease for examination
does not  constitute an offer to lease or a reservation  of or an option for the
Premises, and this Lease shall become effective only upon execution and delivery
thereof by Landlord and Tenant.  No amendments,  modifications of or supplements
to this Lease shall be effective  unless the same shall be in writing,  executed
and delivered by Landlord and Tenant.

Section 38.    Notices.

     (a)  Any notices,  demands, or other communications  required or desired to
          be given under any  provision  of this Lease shall be given in writing
          and shall be deemed  given or  received,  as the case may be, upon the
          first of the following to occur: (i) when personally delivered to such
          party  (or,  in the  case  of  notices  to  Tenant,  posted  upon  the
          Premises),  (ii) one (1)  business  day after  delivery  to a national
          overnight  courier  service,  delivery  costs paid or provided for, or
          (iii) two (2) business  days after  mailing by certified or registered
          mail, postage prepaid and return receipt  requested,  addressed to the
          parties as follows:

          To:  Landlord: c/o Larimer Square Management Corporation
                         1400 Larimer Street, #300
                         Denver, Colorado  80202

                         Attn:  General Manager

                         To:  Tenant:    At  the  address  of the
                         Premises  set forth in the Lease to which this
                         Schedule 1 is attached.

     (b)  Any party  hereto may change their  notice  address by giving  written
          notice of such change to all other parties  hereto in accordance  with
          subsection (a) directly above.

     (c)  Nothing in this Section shall be deemed to affect the  application  of
          any  statute  governing  the giving of notice  between  landlords  and
          tenants.

Section 39. No Warranties. Tenant acknowledges and agrees that, in entering into
this Lease, Tenant has not relied on any representation,  statement, or warranty
of  Landlord  or  anyone  acting  for or on  behalf  of  Landlord,  all  matters
concerning the Premises to be independently  verified by Tenant;  that Tenant is
taking possession of the Premises on its own inspection and examination  thereof
and on an "AS IS" basis; and that LANDLORD MAKES NO WARRANTY OR  REPRESENTATION,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,  INCLUDING,  BUT NOT LIMITED
TO, ANY WARRANTY OF  CONDITION,  HABITABILITY,  MERCHANTABILITY,  TENANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE PREMISES. This Lease
does not grant any rights to light or air.

Section 40. Rate of Interest.  The rate of interest to be charged in  accordance
with certain  Sections  hereof which refer to this Section shall be four percent
(4%)  above  the  annualized  rate of  interest  published  from time to time by
FirstBank of Denver, N.A., as its commercial base lending rate, per annum, based
on the actual number of days elapsed.

Section 41. Affiliates.  For the purposes hereof,  "Affiliates"  means:  Larimer
Square Management Corporation; Larimer Square Associates, Ltd.; Hermanson Family
Trust;   Hermanson  Family  Limited  Partnership  I;  Hermanson  Family  Limited
Partnership III; and the partners,  trustees,  members, managers,  shareholders,
directors, officers, employees, agents, affiliates, and assigns of each of them.

Section 42.  Counting  Days.  Whenever this Lease  specifies a certain number of
days,  the days shall be  counted  using  calendar  days  unless the  applicable
provision specifically calls for business days.

Section 43. Option to Extend.  As additional  consideration for the covenants of
Tenant hereunder, Landlord hereby grants unto Tenant an option (the "Option") to
extend the Lease Term for one (1) additional term of five (5) years (the "Option
Term").  The Option shall apply only to the original space leased  hereunder and
shall be on the following terms and conditions:

          A.   Written  notice of  Tenant's  interest in  exercising  the Option
               shall be given to Landlord no earlier than twelve (12) months and
               no later  than four (4)  months  prior to the  expiration  of the
               Lease Term ("Tenant's  Notice").  Not later than thirty (30) days
               after receiving  Tenant's  Notice,  Landlord shall give to Tenant
               notice of the terms, conditions and rental rate applicable during
               the  Option  Term,  in  accordance  with   subparagraph  E  below
               ("Landlord's Notice").

          B.   Tenant shall have fifteen (15) days following Tenant's receipt of
               Landlord's   Notice  within  which  to  exercise  the  Option  by
               delivering  written notice of such exercise to Landlord under the
               terms, conditions and rental rate set forth in Landlord's Notice.
               If Tenant timely exercises the Option,  the Lease shall be deemed
               extended and thereafter the parties shall execute an amendment to
               the Lease setting forth the terms of the extension.

          C.   Unless  Landlord is timely  notified by Tenant in accordance with
               subparagraphs A and B above, it shall be conclusively deemed that
               Tenant  does not desire to  exercise  the  Option,  and the Lease
               shall  expire in  accordance  with its  terms,  at the end of the
               Primary Lease Term.

          D.   Tenant's  right to exercise its Option shall be  conditioned  on:
               (i) Tenant  not being in  default  under the Lease at the time of
               exercise of the Option or at the time of the  commencement of the
               Option  Term;  and (ii)  Tenant  not having  subleased  more than
               twenty-five  percent  (25%)  of  the  Premises  or  assigned  its
               interest  under the Lease as of the  commencement  of the  Option
               Term or having vacated more than twenty-five percent (25%) of the
               Premises.

          E.   The  Option  granted  hereunder  shall  be  upon  the  terms  and
               conditions  contained  in the Lease except that there shall be no
               further  option to extend the term of the Lease beyond the Option
               Term and except  that the rental to be paid by Tenant to Landlord
               during the Option  Term  shall be the rate which  Landlord  would
               quote to third parties for space  comparable to the Premises,  if
               it  were to  become  available  for  leasing,  for a  lease  term
               scheduled to commence at the time of  commencement  of the Option
               Term, but in no event shall the rental rate be less than the rent
               which Tenant is paying  immediately  prior to the commencement of
               the Option  Term.  Such rental rate may include  escalations  and
               pass-throughs.

          F.   After exercise of the Option above  described,  there shall be no
               further  rights on the part of  Tenant to extend  the term of the
               Lease.

Section 44. Free Rent Period.  Landlord and Tenant hereby  acknowledge and agree
that Landlord is giving Tenant the benefits of the free rent period set forth in
Section  6 of the  Lease  to  compensate  Tenant  for  its  current  unamortized
leasehold improvements and relocation expenses.

Section 45.  Subordination  of Landlord's  Lien. If Tenant assigns,  acquires or
leases  personal  property to be installed or used in the Premises  subject to a
conditional  sales  contract,  chattel  mortgage or other security  agreement or
lease, Landlord will subordinate any claim arising by way of any landlord's lien
with respect to such personal  property and will execute and deliver to any such
secured  creditor and/or lessor  ("Secured  Creditor") a  subordination  of lien
agreement  provided that such subordination  contains the following  provisions:
upon a default by Tenant  under the  agreement  between  Tenant and the  Secured
Creditor,  the  Secured  Creditor  may enter the  Premises  solely to remove the
collateral (but only during the Tenant's occupancy or prior to the completion of
eviction  of the  Tenant) in the  exercise  of its rights  under the  agreement,
provided  that the Secured  Creditor  shall (a) provide  Landlord  with  advance
written  notice of such  entry,  (b) be  responsible  for repair of any  damages
caused by the removal of the collateral by the Secured  Creditor,  and (c) in no
event conduct any sales,  auctions,  or other such disposition of the collateral
in or around the Premises.


<PAGE>






                                   EXHIBIT "A"


                                    SITE PLAN



<PAGE>



                                   EXHIBIT "B"

                              RULES AND REGULATIONS


1.   The  sidewalks,   entrances,   passages,  courts,  elevators,   vestibules,
     stairways, corridors, or halls shall not be obstructed or encumbered by any
     Tenant,  or used for any purpose  other than ingress and egress to and from
     the Premises.

2.   No awnings or other  projections  shall be  attached  to the outside of the
     Building. No curtains,  blinds,  shades, or screens shall be attached to or
     hung in, or used in  connection  with,  any window or door of the  Premises
     without the prior  written  consent of  Landlord.  Such  curtains,  blinds,
     shades,  screens or other fixtures must be of a quality,  type,  design and
     color, and attached in the manner approved by the Landlord.

3.   No sign,  advertisement,  display, notice, or lettering shall be exhibited,
     inscribed,  painted or affixed by any Tenant on any part of the  outside of
     the Premises or Building. In the event of the violation of the foregoing by
     any Tenant, Landlord may remove same without any liability,  and may charge
     the  expense  incurred by such  removal to the Tenant or Tenants  violating
     this rule.

4.   The sashes, sash doors, skylights, windows, and doors that reflect or admit
     light and air into the halls,  passageways  or other  public  places in the
     Building  shall not be covered or obstructed  by any Tenant,  nor shall any
     bottles,  flowers,  plants,  parcels,  or other  articles  be placed on the
     windowsills.

5.   Nothing  shall be put in front of or affixed to any part of the exterior of
     the Building, nor placed in the stairways,  elevators,  halls, corridors or
     vestibules.

6.   Tenant will not affix  anything to the walls of the  Premises or make holes
     in such walls without the prior written consent of the Landlord.

7.   Tenant  will  not  prop  open  any  corridor  doors,  exit  doors  or doors
     connecting corridors during or after business hours.

8.   Tenant shall not store or operate any computer (except a desk top computer)
     or any other large business machines in the Premises,  the weight or nature
     of which may, in Landlord's determination, constitute a hazard or danger to
     person or property,  and Landlord shall have the right to require Tenant to
     remove or relocate any such articles which,  whether individually or in the
     aggregate and in the opinion of Landlord, may endanger person or property.

9.   Tenant  shall  not do or allow  any  cooking  in the  Premises  (except  in
     connection with the demonstration of franchise  operation  authorized under
     Section 7 of the Lease).

10.  Tenant  shall  not use or  store,  or  allow to be used or  stored,  in the
     Premises any oil, burning fluids,  gasoline,  kerosene for heating, warming
     or  lighting,  or any other  flammable,  combustible  or  explosive  fluid,
     chemical or substance whatsoever, unless stored in a manner satisfactory to
     insurance and legal  requirements.  No offensive  gases,  odors, or liquids
     shall be permitted.

11.  If Tenant  requires any special wiring for business  machines or otherwise,
     such  wiring  shall be done by an  electrician  designated  by  Landlord at
     Tenant's cost. The electrical  current shall be used for ordinary  lighting
     purposes only,  unless written  permission to do otherwise shall first have
     been obtained from Landlord at an agreed cost to Tenant.

12.  Tenant may not conduct  business in the  hallways or corridors or any other
     areas except in its designated offices without written consent of Landlord.
     Tenant agrees to promptly remove from any common area adjacent to or within
     the Building any of Tenant's furniture,  materials,  equipment and/or other
     property there delivered or deposited.

13.  [Intentionally Omitted]

14.  Tenant and its employees and agents shall  cooperate and be courteous  with
     all other occupants of the Building and Landlord's staff and personnel, and
     will conduct themselves in a businesslike manner.  Tenant shall not use, or
     allow the Premises to be used,  for any  improper,  immoral,  unlawful,  or
     objectionable  purpose.  Tenant shall not solicit or canvas any occupant of
     the Building or any other  occupant of the Square.  Tenant shall not do any
     act tending to injure or impair the  reputation  of the  Building or of the
     Square, their desirability as a multi-use retail, entertainment, and office
     complex,  or their desirability in the estimation of financial,  insurance,
     or other  institutions  and  businesses  of like  nature;  and upon written
     notice from Landlord, Tenant shall refrain from or discontinue such act.

15.  The water and wash closets and other  plumbing  fixtures  shall not be used
     for any purposes other than those for which they were  constructed,  and no
     sweepings,  rubbish,  rags or other substances shall be thrown therein. All
     damages  resulting from any misuse of the fixtures shall be borne by Tenant
     who, or whose  employees,  agents,  visitors or licensees shall have caused
     the same.

16.  No space in the Building shall be used for non-office  purposes,  including
     the storage of merchandise for the sale of merchandise,  goods or property,
     without the prior written consent of Landlord.

17.  No Tenant  shall make,  or permit to be made,  any  unseemly or  disturbing
     noises or  disturb  or  interfere  with  occupants  of this or  neighboring
     buildings or premises or those having business with them, whether by way of
     the use of any musical instrument,  radio, television set, talking machine,
     unmusical noise,  whistling,  singing, or in any other way. No Tenant shall
     throw  anything  out of  the  doors,  windows  or  skylights  or  down  the
     passageways.

18.  No dogs, cats, pets, livestock,  horses, rodents, birds, poultry,  lizards,
     snakes,  insects,  or other  animals,  fish,  or fowl  whatsoever  shall be
     permitted in the Building without the written consent of Landlord.

19.  Landlord  agrees to furnish to  Tenant,  free of charge,  two keys for each
     corridor door entering the Premises,  and additional keys will be furnished
     at a charge by Landlord  equal to its cost plus fifteen  percent (15%) upon
     delivery to Landlord of an order for such keys signed by Tenant or Tenant's
     authorized  representative.  All such keys  shall  remain the  property  of
     Landlord. No additional locks shall be allowed on any door of the Premises,
     and Tenant shall not make or permit to be made any duplicate  keys,  except
     those furnished by Landlord.  Upon termination of this Lease,  Tenant shall
     surrender  to Landlord all keys to the  Premises,  and give to Landlord the
     explanation of the combination of all locks, if any, in the Premises.

20.  No freight, furniture,  equipment, or other bulky matter of any description
     shall be received into the Building or the Premises by Tenant, moved within
     the Premises or the Building, or transported in any elevator, except as may
     be allowed under  Landlord's  Rules and Regulations as from time to time in
     effect or as Landlord shall have otherwise  approved in an advance  writing
     (and if so approved,  in accordance with such conditions or restrictions as
     Landlord  may in its sole  discretion  impose).  All  removals  from or the
     carrying  in or out  from  the  Building  or  Premises  of any  freight  or
     furniture of any description  must take place during the hours from time to
     time  established  by Landlord  therefor.  Landlord  reserves  the right to
     inspect all such freight or other  articles to be brought into the Building
     and to  exclude  from the  Building  all  freight or other  articles  which
     violate  any of these  Rules and  Regulations  or the Lease of which  these
     Rules and  Regulations  are a part.  No article or  freight,  the weight or
     nature of which may, in  Landlord's  determination,  constitute a hazard or
     danger to person or  property,  shall be  permitted  in the  Building,  and
     Landlord  shall  have the right to  require  Tenant  to remove or  relocate
     articles or freight which,  whether individually or in the aggregate and in
     the opinion of  Landlord,  may  endanger  person or  property.  Any damages
     caused by delivery of or removal of freight or other articles shall be paid
     by Tenant.

21.  No Tenant shall occupy or permit any portion of the Premises demised to him
     to be occupied:  for a public  stenographer or typist;  for the possession,
     storage,  manufacture,  or sale of liquor,  or narcotics;  as an employment
     bureau or agency;  for any business  whatsoever  that  receives or provides
     "900",  "976", or similar  pay-per-call  phone  services;  or for a fortune
     teller or psychic.

22.  Landlord  shall have the right to prohibit  any  advertising  by any Tenant
     which tends to injure or impair the  reputation  of the  Building or of the
     Square, their desirability as a multi-use retail, entertainment, and office
     complex,  or their desirability in the estimation of financial,  insurance,
     or other  institutions  and  businesses  of like  nature;  and upon written
     notice  from  Landlord,  Tenant  shall  refrain  from or  discontinue  such
     advertising.

23.  Landlord  reserves the right to exclude from the Building at any time other
     than normal  daily  business  hours,  and at all hours on Sundays and legal
     holidays,  all  persons  who do not present  identification  acceptable  to
     Landlord or its agents;  but Landlord shall not in any event be responsible
     for death or injury to person or loss or damage to  property of any Tenant,
     guest,  visitor,  licensee,  invitee or other user of the Building.  In the
     event Landlord  elects to furnish  passes for ingress and egress,  Landlord
     will  furnish  passes  to  persons  for whom any  Tenant  requests  same in
     writing.  Each  Tenant  shall be  responsible  for all  persons for whom he
     requests  such pass and shall be  liable to  Landlord  for all acts of such
     persons.  Tenant, its agents,  servants and employees shall, before leaving
     the Premises unattended, close and lock all doors and turn off all lights.

24.  The  requirements  of Tenants will be attended to only upon  application at
     the main office of the Building's  property  manager.  Employees  shall not
     perform any work or do anything outside of the regular duties, unless under
     special instructions from the office of Landlord.

25.  Canvassing,  soliciting and peddling in the Building is prohibited and each
     Tenant shall cooperate to prevent same.

26.  There  shall  not be used  in any  space,  or in the  public  halls  of the
     Building,  either by any Tenant or by jobbers or others, in the delivery or
     receipt of  merchandise,  any hand trucks except those equipped with rubber
     tires and side guards.

27.  No smoking is permitted in any hallway, corridor,  stairwell,  elevator, or
     any common area or element  within the  Building.  No pipe or cigar smoking
     shall  be  allowed  in any  areas of the  Building,  including  within  the
     Premises.

28.  Tenant shall not do, bring,  or keep anything in or about the Premises that
     will cause a cancellation or threatened  cancellation of insurance covering
     the  Square  or the  Building.  If the  rate of any  insurance  carried  by
     Landlord  is  increased  as a result of  Tenant's  use,  including  the use
     contemplated herein,  Tenant shall from time to time pay as Additional Rent
     to Landlord,  within fifteen (15) calendar days before the date Landlord is
     obligated to pay a premium on the insurance, or within thirty (30) calendar
     days  after  Landlord  delivers  to  Tenant  a  certified   statement  from
     Landlord's  insurance  carrier stating that the rate increase was caused by
     an activity of Tenant on the Premises as permitted in this Lease, whichever
     date is later, a sum equal to the difference between the premium that would
     be charged in the absence of such use and the increased premium.

29.  Tenant shall not do or permit  anything to be done in or about the Premises
     which shall in any way conflict with any law, statute,  ordinance, rule, or
     regulation  which is or may  hereafter  be  enacted or  promulgated  by any
     public  authority   (including  but  not  limited  to  the  Americans  With
     Disabilities Act of 1990). Tenant's compliance with all of the requirements
     of any municipal,  county, state, or federal authority or law now in force,
     or which may  hereafter  be in force,  shall be at  Tenant's  sole cost and
     expense.

30.  Unless Landlord shall furnish  electricity  hereunder as a service included
     in the rent, each Tenant shall, at its expense,  provide  artificial  light
     for the  employees  of  Landlord  while doing  janitorial  service or other
     cleaning,  and in making repairs or  alterations  to said Premises.  Tenant
     shall not employ any person or persons other than the janitorial service of
     Landlord  for the  purpose of  cleaning  or taking  charge of the  Premises
     leased,  without the written consent of Landlord,  it being  understood and
     agreed  that  Landlord  shall be in no way  responsible  to any  Tenant  or
     employee,  guest,  or invitee of the same for any loss of property from the
     Premises, however occurring, or for any damage done to the furniture by the
     janitor  or  any of  his  employees,  or by any  other  person  or  persons
     whomsoever.  Any person or persons  employed  by Tenant,  with the  written
     consent of Landlord, must be subject to and under the control and direction
     of the property manager of the Building, in all things, in the Building and
     outside of the Premises.

31.  The property  manager of the Building may at all times keep a pass key, and
     he and other agents of Landlord shall at all times be allowed admittance to
     the Premises.

32.  Landlord  reserves the right to amend,  supplement,  or restate these Rules
     and  Regulations  and make such  other  and  further  reasonable  Rules and
     Regulations  as Landlord in its sole  discretion and judgment may from time
     to time  determine  are needed for the  Building or for the  safety,  care,
     cleanliness,  and  preservation  of good order therein,  provided  Landlord
     gives notice thereof to Tenant.




<PAGE>


                                   EXHIBIT "C"

                          CERTIFICATE OF GOOD STANDING



<PAGE>


                                   EXHIBIT "D"


                                   WORK LETTER


                                January 14, 1999



The Quizno's Corporation
1099 18th Street, Suite 2850
Denver, CO 80202

Re:  Premises: Approximately  13,368  rentable  square  feet  of  space
               comprising  a portion of the 1st,  2nd and 3rd floors of
               the  Lincoln  Hall  Building  at  1415  Larimer  Street,
               Denver, CO (the "Premises")

Ladies and Gentlemen:

     Concurrently  herewith,  you as Tenant and the undersigned as Landlord have
executed a Lease (the  "Lease")  covering the Premises  (the  provisions  of the
Lease are hereby  incorporated  by reference as if fully set forth  herein).  In
consideration of the execution of the Lease,  Landlord and Tenant mutually agree
as set forth in Parts I and II below.


                                     PART I

     Summary of delivery, approval, and completion dates:


                                                                    Date
                                                                 -----------

1.   Layout Drawings (P. 2) from Tenant to Completed Landlord
     (signed by Tenant) for Landlord review.                      Completed

2.   Landlord review of Layout Drawings (P. 2)for compliance
     with space usage requirements (5 business days).             Completed

3.   Tenant  Working  Drawings  (P.  3) to Landlord within 8
     business days after submission of Layout Drawings.           Completed

4.   Review of Tenant Working Drawings (P. 3) within 5 business
     days of submission (once approved, the "Final Working
     Drawings").                                                  Completed

5.   Cost  proposal (P. 5) and  tentative schedule from
     Landlord  to Tenant (P. 5) 8 business  days after
     approval  of Final  Working Drawings.                    January 22, 1999

6.   Tenant signed approval of cost and schedule (P. 5) 5
     business days from submittal.                            January 22, 1999


                                     PART II

7.   Landlord has retained a space planner (the  "Designated  Space Planner") to
     prepare Layout Drawings and Tenant Working Drawings for the Premises and to
     provide related services  requested by Tenant in connection with the design
     and drawing preparation related thereto.

8.   Tenant has  provided to Landlord two copies of  finalized  Tenant  approved
     Layout Drawings (the "Layout Drawings") for the Premises. Tenant's approval
     of the Layout Drawings was  acknowledged by Tenant signing one copy of each
     sheet of the Layout  Drawings.  Landlord had five (5)  business  days after
     Tenant's  submission  of  the  Layout  Drawings  to  review  the  same  for
     compliance  with space usage  requirements.  Landlord shall also submit the
     Layout Drawings to Landlord's  Engineer during such period.  If within this
     five (5) business day review period,  Landlord  determines  that the Layout
     Drawings are insufficient  for engineering  design or indicate space usages
     which are inconsistent with the Lease, Landlord shall so advise Tenant, and
     the  Designated  Space Planner shall revise such drawings  accordingly  and
     resubmit the same to Landlord and the above review process and time frames,
     including  Landlord's  five (5)  business  day  period to review the Layout
     Drawings  for  completeness  and space usage,  will be  repeated.  All time
     required for Tenant to resubmit the Layout  Drawings,  after the first five
     (5) business day Landlord  review  period,  shall be deemed  Tenant  Delay.
     Landlord's  review shall not imply approval by Landlord as to compliance of
     the Layout  Drawings with the  requirements of applicable  codes,  rules or
     regulations  of any  governmental  agencies  having  jurisdiction  over the
     Premises.

9.   Based upon such Tenant approved Layout Drawings with Tenant's  requirements
     indicated  thereon,  as  set  forth  above,  Landlord,  through  Landlord's
     Engineers,  shall have prepared the structural,  plumbing, fire protection,
     mechanical  controls,  electrical  and  life  safety  engineering  drawings
     ("Engineering Working Drawings").

The  Designated  Space  Planner  shall,  within  eight (8)  business  days after
approval of Layout  Drawings  by  Landlord,  as set forth in  Paragraph 8 above,
submit to Landlord complete  architectural working drawings (the "Tenant Working
Drawings").  Landlord  shall have five (5) business days after receipt to review
these drawings. If within five (5) business days following Landlord's receipt of
the Tenant  Working  Drawings,  Landlord's  review  uncovers  design errors as a
result of the Designated Space Planner's work,  Landlord shall so advise Tenant.
Tenant will instruct the Designated  Space Planner  and/or  Engineers to correct
the same and any time delay will be deemed  Tenant  Delay.  Said Tenant  Working
Drawings and Engineering  Working  Drawings when approved by Landlord and Tenant
shall be acknowledged  as such by Tenant and Landlord  signing each sheet of the
Tenant Working  Drawings.  Such signed Tenant Working  Drawings and  Engineering
Working  Drawings shall be referred to hereinafter as "Final Working  Drawings."
Landlord and Tenant have completed the process set forth in Sections 7 through 9
above and have mutually agreed upon the Final Working Drawings.

10.  Changes to the Final Working Drawings shall be made only upon prior written
     approval of Landlord.  Landlord  shall respond to all written  requests for
     changes within five (5) business days of Landlord's receipt of the same. If
     Landlord does not reply within said five (5) business day period,  Landlord
     shall be deemed to have  given its  consent  to said  changes.  Any  delays
     caused by such changes or by the process of approval or  disapproval  shall
     be deemed Tenant Delay.

11.  Tenant  shall  have the right to  designate  one (1)  contractor  from whom
     Landlord  will  solicit  a bid  for  the  Finish  Work  to  be  constructed
     hereunder.  Notwithstanding the foregoing,  Landlord, in its sole, absolute
     and subjective  discretion,  shall select the tenant finish  contractor and
     subcontractors  to  complete  the Finish  Work.  Landlord's  tenant  finish
     contractor  and   subcontractors   (herein   referred  to  collectively  as
     "Landlord's  Contractor")  shall diligently  perform all finish work on the
     suite including, but not limited to, those millwork items and all cabinetry
     work  which  are  permanently  attached  to  walls  and  form a part of the
     Premises. Prior to the commencement of any such work, Landlord will provide
     Tenant with a cost proposal in accordance  with the Final Working  Drawings
     within eight (8) business days of Landlord's and Tenant's  approval of such
     drawings (architectural, structural, plumbing, mechanical, fire protection,
     and  electrical).  The proposal  shall also  include a tentative  schedule.
     Tenant  shall have five (5) business  days to respond to such  proposal and
     schedule,  in writing.  Unless Landlord receives Tenant's written objection
     within such five (5) business day period,  the proposal and schedule  shall
     be deemed  accepted by Tenant.  If within such five (5) business day period
     Landlord receives Tenant's written objection to the proposal, and schedule,
     then Tenant shall forthwith meet with Landlord's  representative  to revise
     the Final Working Drawings;  any delays resulting from such revisions shall
     be deemed Tenant Delay.

12.  Landlord shall give Tenant a tenant finish  allowance equal to Four Hundred
     Seventeen Thousand Three Hundred Sixty Dollars ($417,360) (the "Allowance")
     to be applied  against  the cost of the Finish  Work.  In  addition  to the
     Allowance,  Landlord  shall  be  responsible  for all  costs  and  expenses
     incurred (as reasonably  determined by the contractor performing the Finish
     Work) in installing  those  specific  items set forth on Schedule 1 to this
     Work Letter, which items shall be incorporated into the Layout Drawings and
     the Final Working  Drawings.  The cost of the Finish Work shall include all
     costs attributable to design and construction of the Finish Work, including
     but not limited to services,  fees and expenses of the  Designated  Planner
     and  Landlord's  Engineers;  costs  of  construction  management;  costs of
     permits and licenses  required for  completion  of the Finish Work;  labor,
     materials,  fees and expenses of Landlord's  Contractor  in completing  the
     Finish Work;  and costs  attributable  to building  standard  tenant finish
     items  prestocked  or in  place in the  Premises  which  Landlord  normally
     provides  to tenants  (e.g.,  ceiling  grid,  sprinklers,  HVAC and similar
     items) ("Building  Standard" or "Building Standard Finish Work Items").  To
     the extent that such costs exceed the Allowance,  Tenant shall pay all such
     amounts  within ten (10) calendar  days after  receipt of billing  therefor
     from  Landlord.  Partial  billing  may be  made  periodically  as the  work
     progresses.

13.  Notwithstanding  any provision herein or in the Lease to the contrary,  the
     Rent  Commencement  Date will not be delayed or  extended by any Net Tenant
     Delay.  The term "Tenant Delay," as referred to above,  shall include,  but
     not be limited to, delay: (i) in the preparation,  finalization or approval
     of  the  Final  Working  Drawings  caused  by  Tenant  (or  its  agents  or
     employees);  (ii)  caused by  modifications,  revisions  and changes to the
     Final Working Drawings due to changes requested by Tenant (or its agents or
     employees);  (iii) in the delivery,  installation or completion of any item
     specified by Tenant and  performed by  Landlord's  Contractor to the extent
     that such items require  ordering or work deadlines  inconsistent  with the
     scheduled  commencement  date;  or (iv) of any other  kind or nature in the
     completion  of  the  Finish  Work  caused  by  Tenant  (or  its  agents  or
     employees).  All delay  other than Tenant  Delay  shall be deemed  Landlord
     Delay.  "Net Tenant  Delay" as used herein  shall mean the total  number of
     days of Tenant Delay and minus the total number of days of Landlord  Delay,
     if any. Tenant shall have the right,  upon  reasonable  prior notice to and
     coordination with Landlord's Contractor, to move its personal property into
     (but not to occupy) the  Premises  prior to the date the Premises are Ready
     for Occupancy.

14.  If the number of days of Landlord Delay, as described  herein,  exceeds the
     number of days of  Tenant  Delay,  the  difference  shall be "Net  Landlord
     Delay" and  notwithstanding  anything set forth in  Paragraph 7 above,  the
     Lease  Commencement  Date shall be delayed by a number of days equal to the
     number of days of Net Landlord Delay, if any. Similarly,  if there are more
     days of Tenant Delay than Landlord  Delay,  the  provisions of Paragraph 13
     above regarding Net Tenant Delay shall control.

15.  Tenant has designated Mark Laramie as its sole  representative with respect
     to the matters set forth in this Work Letter, who shall have full authority
     and  responsibility to act on behalf of the Tenant as required in this Work
     Letter.

16.  Landlord has designated Joe Vostrejs as its representatives with respect to
     Landlord's  responsibilities  under this Work  Letter,  who shall have full
     authority and  responsibility  to act on behalf of the Landlord as required
     in this Work Letter.

17.  Any and all notices  required to be given  hereunder shall be in writing in
     accordance  with the terms and  provisions  of the Lease.  However,  in all
     cases  notices  shall also be given to those  individuals  to be  specified
     pursuant to Paragraphs 15 and 16 above.

                                         Very truly yours,

                                         Hermanson  Family  Limited
                                         Partnership  I, a Colorado
                                         limited  partnership,  and
                                         Larimer Square
                                         Associates, Ltd., a
                                         Colorado limited
                                         partnership


                                         By:                           
                                         Authorized Signature

                                                   "Landlord"


     ACCEPTED AND APPROVED this ______ day of January 1999.

     The Quizno's Corporation,
     a Colorado corporation


     By:                           
     Title:                        

     Attest:


     By:                           
     Title:                        

                "Tenant"


<PAGE>

                                   EXHIBIT "E"

                         Tenant's Insurance Obligations

1.   Requirements.  Tenant  covenants and agrees that from and after the earlier
     of the Rent  Commencement  Date or Tenant's  entry onto the  Premises  with
     Landlord's  consent,  Tenant will carry and maintain,  at its sole cost and
     expense, the following types of insurance,  in the amounts specified and in
     the form hereinafter provided.

     (A)  Commercial  General  Liability.  Tenant  shall  carry and  maintain in
          force,  commercial  general  liability  insurance  (including  product
          liability  insurance)  with coverage of not less than  $1,000,000  per
          occurrence, combined single limit, on an "occurrence basis."

     (B)  Contractual  Liability.  The insurance  described in subparagraph  (A)
          above  shall  specifically  include  contractual   liability  coverage
          insuring,  among other  risks,  Tenant's  liability  under  Section 13
          hereof, with the limits described above.

     (C)  Workers'  Compensation.  Tenant  shall  carry and  maintain  in force,
          statutory Worker's  Compensation (Part A) Insurance as required by the
          State of Colorado,  and Employer's Liability (Part B) Insurance in the
          amount of $100,000.

     (D)  Tenant  Improvements  and  Personal  Property.  Tenant shall carry and
          maintain in force, insurance covering Tenant's (1) Tenant Improvements
          (as  defined in  Section 8  hereof),  and (2)  Personal  Property  (as
          defined  in  Section 9 hereof)  from time to time,  in, on or upon the
          Premises,  in an amount not less than 90% of the full replacement cost
          thereof from time to time after the Effective Date.

     (E)  Builder's  Risk.  During the course of any  construction  or repair by
          Tenant of any Tenant Improvements,  Tenant shall carry and maintain in
          force,  builder's  completed value risk insurance against all risks of
          physical  loss,  including  collapse  and  transit  coverage,   during
          construction,  with deductibles not to exceed $1,000,  in nonreporting
          form,  and covering the total value of work  performed and  equipment,
          supplies,  and  materials  furnished.  Said policy of insurance  shall
          contain  the   "permission  to  occupy  upon  completion  of  work  or
          occupancy" endorsement.

     (F)  In General.  Tenant  shall also at all times during the Lease Term and
          at its sole cost and expense maintain such insurance,  in standard and
          reasonable  amounts, as would be common,  reasonable,  and prudent for
          the type of business operated in the Premises by Tenant.

2.   Standards.

     (A)  All insurance policies required to insure the full replacement cost of
          any  item  shall  be  evidenced  in the  form  of an  "agreed  amount"
          endorsement  or  other   equivalent   evidence  in  form  and  content
          acceptable to Landlord.

     (B)  Any deductible for any of the insurance  coverages  required hereunder
          shall be subject to Landlord's prior review and approval.

     (C)  In no event shall  Tenant be or become a  co-insurer  under any of the
          insurance policies required hereunder.

     (D)  All  property  insurance  referred to above shall  insure  against any
          peril  included  within the  classification  "special  perils" or "all
          risks," including, without limitation,  coverage for sprinkler damage,
          hail damage,  flood damage,  and theft.  All policy  proceeds  thereof
          shall be used for the repair or replacement of the property damaged or
          destroyed  unless this Lease shall  terminate  under the provisions of
          Section 14 hereof.

     (E)  All  policies  of  insurance  provided  for herein  shall be issued by
          insurance companies with a general  policyholder's  rating of not less
          than A and a financial rating  equivalent to a policyholder's  surplus
          of at least $100,000,000 as rated in the most current available Best's
          Insurance Reports, qualified to do business in the State of Colorado.

     (F)  All such policies shall contain cross-liability endorsements and shall
          name as additional insureds: Landlord (including each person or entity
          from time to time  constituting  Landlord) and Landlord's  Affiliates;
          Landlord's mortgagees and beneficiaries; and such other individuals or
          entities  as  Landlord  may in its sole  discretion  from time to time
          designate  in  writing  as  "additional  insureds."  For the  purposes
          hereof,  "Affiliates"  means:  Larimer Square Management  Corporation;
          Larimer Square  Associates,  Ltd.;  Hermanson Family Trust;  Hermanson
          Family Limited  Partnership I;  Hermanson  Family Limited  Partnership
          III; and the  partners,  trustees,  members,  managers,  shareholders,
          directors,  officers,  employees,  agents,  affiliates, and assigns of
          each of them.

     (G)  Executed copies of such policies of insurance or certificates  thereof
          shall be  delivered  to  Landlord  within 10 days after the earlier of
          delivery of the  Premises,  or Tenant's  entry onto the Premises  with
          Landlord's consent, and thereafter executed copies of renewal policies
          or certificates  thereof shall be delivered to Landlord within 30 days
          prior to the expiration of the term of each such policy. Tenant agrees
          to permit  Landlord  at all  reasonable  times and upon 2 days'  prior
          written  notice to inspect  any  policies  of  insurance  or  renewals
          thereof which Tenant has not delivered to Landlord.

     (H)  As  often  as  any  policy  shall  expire  or  terminate,  renewal  or
          additional policies shall be procured and maintained by Tenant in like
          manner and to like  extent.  All  policies of  insurance  delivered to
          Landlord must contain a provision that the company writing such policy
          will give to  Landlord  20 days'  notice in  writing in advance of any
          cancellation, lapse, reduction or other adverse change respecting such
          insurance.

     (I)  All public liability, property damage or other casualty policies shall
          be written as primary policies,  not contributing with or secondary to
          coverage which Landlord may carry.

     (J)  Tenant's  obligations to carry the insurance provided for above may be
          satisfied  by  inclusion  of the  Premises  within the  coverage  of a
          so-called   blanket  policy  or  policies  of  insurance  carried  and
          maintained by Tenant;  provided,  however, that all other requirements
          herein stated and pertaining to Tenant's insurance are fully satisfied
          (including  the  requirement  to name  additional  insureds  as stated
          above), and that the coverage afforded Landlord will not be reduced or
          diminished by reason of the use of such blanket policies of insurance.

     (K)  Tenant shall not materially amend any such policies,  which amendments
          shall be deemed to  include  any  reduction  in the scope or limits of
          overage under  existing  policies,  without  having first obtained the
          prior written  approval of Landlord.  Tenant shall cause the insurance
          carrier  to  provide  copies of any  amendments  to such  policies  to
          Landlord not less than 20 days prior to the effective date thereof.

     (L)  In the event of a failure by Tenant to obtain and  maintain  in effect
          any or all of the foregoing  insurance  requirements  and after notice
          from Landlord to Tenant and the passage of any applicable  cure period
          without Tenant obtaining any such coverage,  Landlord may procure such
          insurance,  pay the  premiums  thereon,  and charge back to Tenant the
          cost  thereof,  which cost shall be payable by Tenant upon  Landlord's
          demand as Additional Rent hereunder.

     (M)  All such policies shall provide that Tenant's  insurance carrier shall
          have the duty to defend,  indemnify  and/or  settle  any suit  against
          Landlord  seeking  damages  on account  of bodily  injury or  property
          damage  even if any of the  allegations  of such suit are  groundless,
          false or fraudulent.

     (N)  In no event shall the limits of said policy or policies be  considered
          as limiting the liability of Tenant under this Lease.

3.   Waiver  of  Rights  of  Subrogation.  Each  of the  foregoing  policies  of
     insurance   shall  be  accompanied  by  a  waiver  of  subrogation   rights
     endorsement,  pursuant to which the insurer shall agree to waive all rights
     to recover  against the  Landlord or any  Affiliate  thereof or against any
     other tenant or occupant of the Square, or against the officers, directors,
     shareholders,  partners, members, managers,  trustees,  employees,  agents,
     customers,  invitees,  or business  visitors  of Landlord or any  Affiliate
     thereof or any other  tenant or  occupant  of the  Square,  for any loss or
     damage  arising from any cause  covered by any  insurance  required by this
     Exhibit "E" to be carried by Tenant or any other insurance actually carried
     by Tenant.



<PAGE>


                              EXHIBIT F

                      COMMENCEMENT CERTIFICATE



                      __________________, 19__




____________________
____________________
____________________
____________________



RE:   Lease  dated  as of the  ____  day of  _____________,  ____  (the
      "Lease"), by and between  ______________________ as Landlord, and
      __________________________, a __________________________________,
      as   Tenant,   pertaining  to approximately  __________  rentable
      square feet of space (the "Premises") located in the building known
      as  ________________________________ (the "Building")  located  at
      ________ Denver, Colorado


Dear ____________:

With  regard to the  referenced  Lease,  Landlord  and  Tenant  acknowledge  the
following:

1.   All Finish Work in the Building or Premises  required to be constructed and
     finished by Landlord in accordance  with the Work Letter,  if any, has been
     satisfactorily  completed by Landlord and the Premises have been  delivered
     to and accepted by Tenant on ---------------.

2.   In accordance  with the  provisions  of Paragraph 3 of the Lease,  the Rent
     Commencement Date commenced at 12:01 a.m., on ___________________,  and the
     Expiration Date will occur at 12:00 midnight on ___________________.

3.   In  accordance  with  Paragraph 2 of the Lease,  The square  footage of the
     Premises is acknowledged to be ___________________.  Accordingly, Base Rent
     due under the Lease shall be as follows:

                               Annual               Monthly
            Period             Base Rent            Base Rent

           First Lease Year
           Second Lease Year
           Third Lease Year
           Fourth Lease Year
           Fifth Lease Year
           Sixth Lease Year
           Seventh Lease Year

4.   The  Security  Deposit  in the  amount  of  $____________________  has been
     received by Landlord.



                                    ------------------------------------


                                        By:                        
                                             Authorized Agent

                                               "Landlord"


<PAGE>



THE PROVISIONS OF THE FOREGOING COMMENCE-
MENT CERTIFICATE ARE HEREBY ACKNOWLEDGED:


By: ____________________________

Title: _________________________

Date:___________________________

            "Tenant"


<PAGE>


                              EXHIBIT G

                               PARKING

A.   Tenant shall have the right to use fifteen (15) unassigned  covered parking
     spaces (the  "Unassigned  Spaces") in the  parking  structure  known as the
     Larimer Square Parking Garage on the terms and conditions contained herein.
     The rights of Tenant to the Unassigned  Spaces as granted by Landlord shall
     be referred to as the "Parking Privileges."

B.   Tenant's  right  to the  Parking  Privileges  shall  commence  at the  Rent
     Commencement  Date and shall  continue  for the  balance  of the Lease Term
     unless  Tenant fails to timely pay the Fee as set forth below.  The Parking
     Privileges  shall  automatically  terminate  upon the expiration or earlier
     termination of the Lease Term or any extensions thereof.

C.   Tenant  shall pay  directly  to the  operator  of the  parking  garage (the
     "Operator")  a parking  fee for the  Unassigned  Spaces  (the  "Fee") in an
     amount equal to the monthly  charge per parking  space  established  by the
     Operator from time to time multiplied by the number of Unassigned Spaces to
     which Tenant is then entitled. The Operator shall have the unfettered right
     to increase or decrease the charge per parking space from time to time. All
     payments of the Fee shall be made in advance, without notice or set off, at
     Landlord's  Notice Address,  or at such place as Landlord from time to time
     designates  in  writing.  Tenant  shall pay the Fee on the first day of the
     Lease Term and on the first day of each  succeeding  calendar  month during
     the Lease Term or any extension  thereof.  If Tenant takes occupancy of the
     Premises on a day other than the first day of a calendar month, the Fee for
     the  fractional  month shall be prorated on a daily basis and shall be paid
     on the date Tenant takes occupancy of the Premises.  If Tenant fails to pay
     the Fee in a timely manner,  Landlord, at its election, may cancel Tenant's
     right to use the number of Unassigned Spaces for which Tenant has failed to
     pay  and  shall  notify  Tenant  of  such  cancellation.   If  the  Parking
     Privileges, or a portion thereof, are cancelled, Tenant shall remain liable
     to Landlord for all Fees and other sums accrued and unpaid hereunder to the
     date of such  cancellation.  The Fee for the Unassigned Spaces shall be due
     and payable in full each month  regardless of whether Tenant  actually uses
     all or only a portion of the  Unassigned  Spaces  allocated for Tenant each
     month.

D.   Landlord and/or the Operator shall have the right at any time to change the
     arrangement  or  location of or to regulate  the use of  Unassigned  Spaces
     without  incurring  any  liability  to  Tenant or  entitling  Tenant to any
     abatement of the Fee.  Among other  things,  Landlord  shall be entitled to
     assign  designated  areas of the parking  structure  for use by  particular
     persons or groups of persons and Tenant shall  refrain from parking in such
     spaces.  Tenant  acknowledges  that  the  Unassigned  Spaces  will  not  be
     individually  designated or reserved for use by Tenant and that Tenant will
     use the  Unassigned  Spaces in the  parking  structure  in common  with all
     persons  to whom or which  Landlord  grants  the  right to use the  parking
     structure.

E.   In addition to the Rules and Regulations set forth in the Lease, the use of
     the Unassigned Spaces is subject to the following rules:

     1.   Tenant  shall  designate  use of the  Unassigned  Spaces  to  specific
          individuals employed by Tenant ("Designated  Users"), but Tenant shall
          remain  responsible  for payment of the Fee and all other  obligations
          hereunder.  Within five (5) business  days after  Landlord's  request,
          Tenant  agrees to provide  Landlord  with a listing of all vehicles of
          Designated Users,  including names of vehicle owners,  vehicle models,
          colors,  and license plate numbers,  and Tenant shall provide Landlord
          with revised listing promptly after any change to the listing.  Tenant
          shall deliver to Tenant's  Designated Users parking decals provided by
          Landlord  which decals shall at all times be displayed  prominently on
          the vehicles of  Designated  Users.  Landlord  shall have the right to
          directly  ban  any  Designated  User  from  further  use of any of the
          parking  spaces for  violation of the rules for the use of  Unassigned
          Spaces.

     3.   Tenant and Designated  Users shall park only in parking spaces and not
          on ramps,  corridors,  approaches,  or other areas  designated  as "no
          parking" areas.

     4.   Tenant  and  Designated  Users  shall  observe  the  special  hours of
          opening,  closing,  and non-use of the parking structure when closings
          are necessitated for repairs,  cleaning,  and rehabilitations.  Should
          any repair or  rehabilitation  result in Tenant not being provided the
          Unassigned Spaces in the parking  structure,  or designated  alternate
          parking facility,  the abatement of Tenant's obligation to pay the Fee
          during the period the same are unavailable  shall constitute  Tenant's
          sole remedy in the event of such unavailability.

     5.   Tenant and Designated  Users shall use the Unassigned  Spaces only for
          automobile parking.

     6.   Tenant and  Designated  Users shall observe all posted  vehicle height
          limitations.

     7.   Tenant and Designated Users shall not allow  unauthorized  vehicles to
          use the  Unassigned  Spaces  and,  except for  emergencies,  shall not
          repair  nor  authorize  service  to  vehicles  parked  in the  parking
          structure.

F.   If any portion of the parking  structure  shall be damaged by fire or other
     casualty or shall be taken by right of eminent domain or by condemnation or
     shall be conveyed in lieu of any such taking,  then the Parking  Privileges
     shall  automatically  cease and  terminate  and the Fee and all other  sums
     payable  hereunder shall be duly  apportioned to the date of such casualty,
     taking,  or conveyance.  Tenant  thereupon  shall surrender to Landlord the
     Unassigned Spaces and all interest  therein,  and Landlord may re-enter and
     take possession of the Unassigned Spaces.

G.   Tenant  shall not be  permitted  to  assign  the  Unassigned  Spaces or any
     interest  herein or permit the Unassigned  Spaces or any part thereof to be
     used by others without the prior written consent of Landlord, which consent
     may be granted or withheld in Landlord's sole  discretion.  Notwithstanding
     the  foregoing,  if a proposed  assignee or user is a  permitted  assignee,
     sublessee, or occupant under the terms of this Lease, Landlord's consent as
     to such assignment or sublease shall be deemed consent to the assignment of
     the  Unassigned  Spaces.  Tenant  shall  remain  primarily  liable  for the
     performance of the obligations of the Tenant hereunder  notwithstanding any
     assignment or occupancy arrangement permitted or consented to by Landlord.

H.   Neither  Landlord  nor its  agents or  employees  shall be  liable  for any
     damage,  fire, theft or loss to vehicles or other properties or injuries to
     persons  occurring  in the parking  structure  or service  parking  area or
     arising out of the use of the  Unassigned  Spaces  whether caused by theft,
     collision, moving vehicle, explosion or any other activity of occurrence in
     such parking areas. Tenant and/or its Designated Users of the Spaces assume
     the risk of such  loss or  damage  and  shall  indemnify,  defend  and hold
     Landlord,  its agents and  employees  harmless from and against any and all
     claims and damages incurred by Landlord,  its agents and employees  arising
     from  Tenant's or its  Designated  Users' use of the  parking  areas or the
     Unassigned  Spaces,  including  all costs,  attorneys'  fees,  expenses and
     liability  arising out of any such claim or action.  Tenant,  at Landlord's
     request,  shall  obtain a  written  agreement  from  each  Designated  User
     agreeing to the terms of this Exhibit G and Landlord's  rules for operation
     of the parking  areas.  If Tenant shall fail to obtain such  agreement  and
     deliver it to Landlord,  Tenant shall assume all  obligations  set forth in
     this Exhibit G or Landlord's rules for such Designated User.

I.   Landlord   acknowledges   that  pursuant  to  the  Larimer  Square  Parking
     Association  Partnership Agreement,  tenants of improvements located within
     the  Square,  tenants of the Retail  Space in the  Square,  and clients and
     customers of any of them have a priority for parking in the Parking  Garage
     subject to the terms and limitations of the Garage Management  Agreement by
     and between the Larimer Square Parking Association and the Operator.


<PAGE>


                              EXHIBIT H

                  APPROVED PLANS AND SPECIFICATIONS

                          [To Be Attached]