`FOUR GATEWAY CENTRE
                                               AURORA, COLORADO


                                                LEASE AGREEMENT


                                                    between


                                           GATEWAY OFFICE FOUR, LLC


                                                      and



                                            FRONTIER AIRLINES, INC.

                                            Dated December 15, 2000






                                            GATEWAY OFFICE BUILDING
                                            -----------------------

                                                 LEASE SUMMARY
                                                 -------------

1.       Landlord:                          Gateway Office Four, LLC

2.       Tenant:                            Frontier Airlines, Inc.

3.       Guarantor:                         None

4.       Premises:                          Suite No. (To be determined)

5.       Rentable Square Feet:              16,070

6.       Commencement Date:                 See Section 3.3 below

7.       Expiration Date:                   June 30, 2011

8.       Term:                              Ten (10) years following the Rent Commencement Date

9.       Rent Commencement Date:    July 1, 2001

10.      Initial Base Rent:                 $8.00/sq. ft/year NNN

11.      Increase in Base Rent:             See Section 1.2

12.      Security Deposit:          $12,427.47

13.      Tenant's Pro Rata Share
         of the Building                    25.70%

14.      Broker:                            Coldwell Banker Commercial American Spectrum

15.      Right of First Offer:              See Exhibit K


Note:    This Lease  Summary  does not in any way modify  the terms of the Lease  Agreement,  but rather is for
         information  purposes  only.  The Lease  Agreement  should be consulted for all specific  terms and in
         the event of any conflict  between this Lease  Summary and the Lease  Agreement,  the Lease  Agreement
         shall control.







                                                        -iii-
                                                LEASE AGREEMENT

                                               TABLE OF CONTENTS
                                               -----------------


ARTICLES                                                                                                       PAGE
--------                                                                                                       ----

ARTICLE 1         DEFINITIONS.....................................................................................1
ARTICLE 2         GRANT OF LEASEHOLD ESTATE.......................................................................4
ARTICLE 3         LEASE TERM......................................................................................4
ARTICLE 4         USE OF PREMISES AND COMMON AREAS................................................................5
ARTICLE 5         BASE RENT.......................................................................................6
ARTICLE 6         ADDITIONAL RENT.................................................................................7
ARTICLE 7         BUILDING SERVICES...............................................................................8
ARTICLE 8         IMPROVEMENTS TO BE MADE BY LANDLORD.............................................................9
ARTICLE 9         MAINTENANCE AND REPAIR..........................................................................9
ARTICLE 10        SIGNAGE........................................................................................10
ARTICLE 11        CARE OF THE PREMISES BY TENANT.................................................................10
ARTICLE 12        REPAIRS AND ALTERATIONS BY TENANT..............................................................10
ARTICLE 13        UTILITIES......................................................................................11
ARTICLE 14        LAWS AND REGULATIONS...........................................................................12
ARTICLE 15        BUILDING RULES.................................................................................13
ARTICLE 16        ENTRY BY LANDLORD..............................................................................13
ARTICLE 17        ASSIGNMENT AND SUBLETTING......................................................................13
ARTICLE 18        LIENS..........................................................................................14
ARTICLE 19        INSURANCE......................................................................................15
ARTICLE 20        INDEMNITY......................................................................................16
ARTICLE 21        DAMAGE OR DESTRUCTION TO BUILDING..............................................................17
ARTICLE 22        CONDEMNATION...................................................................................17
ARTICLE 23        DAMAGES FROM CERTAIN CAUSES....................................................................18
ARTICLE 24        EVENTS OF DEFAULT..............................................................................18
ARTICLE 25        LANDLORD'S REMEDIES............................................................................19
ARTICLE 26        LANDLORD'S DEFAULT.............................................................................22
ARTICLE 27        PEACEFUL ENJOYMENT.............................................................................22
ARTICLE 28        HOLDING OVER...................................................................................22
ARTICLE 29        SUBORDINATION TO MORTGAGE......................................................................23
ARTICLE 30        Reserved.......................................................................................23
ARTICLE 31        BANKRUPTCY OR INSOLVENCY.......................................................................23
ARTICLE 32        AMERICANS WITH DISABILITIES ACT................................................................24
ARTICLE 33        ATTORNEY FEES..................................................................................25
ARTICLE 34        NO IMPLIED WAIVER..............................................................................25
ARTICLE 35        LIMITATION OF LANDLORD LIABILITY...............................................................25
ARTICLE 36        SECURITY DEPOSIT...............................................................................26
ARTICLE 37        NOTICE.........................................................................................26
ARTICLE 38        SEVERABILITY...................................................................................27
ARTICLE 39        RECORDATION....................................................................................27
ARTICLE 40        GOVERNING LAW..................................................................................27
ARTICLE 41        FORCE MAJEURE..................................................................................27
ARTICLE 42        TIME OF PERFORMANCE............................................................................27
ARTICLE 43        TRANSFERS BY LANDLORD..........................................................................27
ARTICLE 44        COMMISSIONS....................................................................................27
ARTICLE 45        EFFECT OF DELIVERY OF THIS LEASE...............................................................28
ARTICLE 46        CORPORATE AUTHORITY............................................................................28
ARTICLE 47        JOINT AND SEVERAL LIABILITY....................................................................28
ARTICLE 48        INTERPRETATION.................................................................................28
ARTICLE 49        INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS...............................................28
ARTICLE 50        WAIVER OF JURY TRIAL...........................................................................28
ARTICLE 51        ESTOPPEL CERTIFICATES..........................................................................28
ARTICLE 52        NO MERGER......................................................................................29
ARTICLE 53        COUNTERPARTS...................................................................................29
ARTICLE 54        EQUIPMENT......................................................................................29
ARTICLE 55........PARKING................................................................................................... 30
ARTICLE 56........RESTRICTED USE.......................................................................................31
ARTICLE 57        EXHIBITS.......................................................................................31

3










                                               LIST OF EXHIBITS
                                               ----------------

                                                                                            Principal Reference
Exhibit                    Description                                                         "In Section/Article"
-------                    -----------                                                         --------------------

"A"               Legal Description.............................................................................1.4
"B"               Floor Plan of Premises.......................................................................1.17
"C"               Operating Expenses...........................................................................1.11
                  Attachment 1 (Schematic Diagram of Parking)...................................................C-1
"D"               Work Letter.....................................................................................8
"E"               Building Rules and Regulations.................................................................15
"F"               Commencement Memorandum.......................................................................1.8
"G"               Reserved.....................................................................................31.4
"H"               Estoppel Certificate...........................................................................51
"I"               Subordination, Non-Disturbance, and Attornment Agreement.......................................51
"J"               Reserved .....................................................................................n/a
"K"               Right of First Offer ........................................................................1.17
                  Attachment 1 (First Offer Space) .............................................................K-1








                                                        -31-


                                                                                                    Tenant Initials
                                         GATEWAY OFFICE FOUR BUILDING

                                                LEASE AGREEMENT
                                                ---------------


         THIS LEASE  AGREEMENT  (the "Lease"),  is made and entered into as of the 15th day of December,  2000,
between GATEWAY OFFICE FOUR, LLC, a Colorado limited liability  company  ("Landlord"),  and FRONTIER  AIRLINES,
INC., a Colorado corporation ("Tenant").

         NOW, THEREFORE, Landlord and Tenant agree as follows:

ARTICLE 1
------------------
                                                  DEFINITIONS
                                                  -----------


1.1      Reserved

1.2      "Base Rent" shall be determined as follows:

(i)      During  months one (1) through  thirty-six  (36) of the Lease Term,  the Base Rent shall be calculated
using Eight Dollars ($8.00) per square foot of Rentable Area in the Premises per year.

(ii)     During months  thirty-seven  (37) through  seventy-two  (72) of the Lease Term, the Base Rent shall be
calculated  using Eight  Dollars and  Sixty-One  Cents ($8.61) per square foot of Rentable Area in the Premises
per year.

(iii)    During months  seventy-three  (73) through one hundred  twenty (120) of the Lease Term,  the Base Rent
shall be calculated using Nine Dollars and  Twenty-Eight  Cents ($9.28) per square foot of Rentable Area in the
Premises per year.

                  The Base Rent due for the first full  calendar  month  during the Lease Term shall be paid to
Landlord by Tenant on the Commencement Date.

1.3      "Building"  shall mean (i) the parcel of real  property  described in Exhibit "A" attached  hereto and
incorporated  herein;  (ii) the office  building and parking  structure  built or to be built on such parcel of
real  property;  and (iii)  any and all other  improvements  thereon  and  appurtenances  thereto.  The  street
address of the  Building  shall be  determined  prior to the  Commencement  Date;  such  street  address may be
modified by Landlord not more than once during the Lease Term.

1.4      "Building  Shell"  shall mean the  condition of the Building  completed  in  accordance  with the Base
Building Improvements as defined in the Work Letter attached hereto and incorporated herein.

1.5      "Commencement  Date" shall mean the date on which  Landlord  delivers the Premises to Tenant to enable
Tenant to complete its "Tenant Improvements" thereto in accordance with Section 3.3 below and the Work Letter.

1.6      "Commencement  Memorandum"  shall  mean a  document  similar  to  Exhibit  "F"  attached  hereto.  The
Commencement  Memorandum,  among other  things,  shall contain a reference to the Rentable Area of the Building
and the  Rentable  Area of the  Premises.  Tenant  agrees that the  Rentable  Area of the Building and Rentable
Area of the Premises stated in the Commencement Memorandum shall be binding throughout the Lease Term.

1.7      Reserved

1.8      "Laws"  shall  mean  all  applicable  statutes,  regulations,   ordinances,  requirements  and  orders
promulgated  by any federal,  state,  local or regional  governmental  authority now in force or in force after
the Commencement Date.

1.9      "Lease Term" shall mean the term  commencing on the Rent  Commencement  Date and continuing  until one
hundred  twenty  (120)  months  after the  first  day of the  first  full  calendar  month  following  the Rent
Commencement  Date;  provided,  however,  that the term of  Tenant's  and  Landlord's  rights  and  obligations
hereunder shall be subject to Tenant's early termination right set forth in Section 3.5 hereof.

1.10     "Mortgagee"  shall mean the mortgagee under a mortgage or beneficiary  under a deed of trust holding a
lien  encumbering  the  Building  or any holder of a ground  leasehold  interest  in the  Building  or any part
thereof.

1.11     "Operating  Expenses"  shall mean all costs of any kind required to operate,  clean,  equip,  protect,
light, repair,  replace, heat,  air-condition and maintain the Building "Common Areas" (as hereinafter defined)
as a first class  office  project  consistent  with  standards  adopted by  landlords  of  comparable  Class A,
single-story  office projects in the Northeast  Denver office market.  As used herein,  the term "Common Areas"
shall mean those  portions of the Building  which are not leased to and used on an  exclusive  basis by tenants
of the Building  (i.e.,  "Common  Areas"  excludes the  Premises and other  premises in the Building  leased to
tenants).  Operating  Expenses  shall  include  without  limitation,  all of the  following:  (i)  all  amounts
charged to the Building  pursuant to any  covenants,  codes,  restrictions,  or agreements  with respect to the
real  property;  (ii) Real Property  Taxes;  (iii) all costs,  charges and  surcharges  for  janitorial,  waste
disposal,  snow and ice removal and refuse removal and all other utilities and services  provided to the Common
Areas or which benefit all tenants of the Building;  (iv)  insurance  costs for which  Landlord is  responsible
under this  Lease or which  Landlord  or any  Mortgagee  deems  necessary  or  prudent;  (v) any costs  levied,
assessed or imposed  pursuant to any applicable  Laws;  (vi) the cost  (amortized  over such period as Landlord
reasonably  determines  together with interest on the  unamortized  balance at two percentage  points (2%) over
the rate of interest  announced from time to time by U. S. Bank, as its prime or reference  commercial  lending
rate) of any capital  improvements to the Building  (excluding tenant  improvements) or equipment  replacements
made by Landlord  after the  Commencement  Date that are  intended to reduce  other  Operating  Expenses or are
required by any Laws or are  necessary in order to operate the  Building at the same quality  level as prior to
such  replacement;  (vii)  costs and  expenses of  operation,  repair and  maintenance  of all  structural  and
mechanical portions and components of the Building  including,  without  limitation,  plumbing,  communication,
heating,  ventilating and air-conditioning  ("HVAC"),  and electrical and other common Building systems used by
all tenants;  (viii) all costs  incurred in the  management  and operation of the Building  including,  without
limitation,  gardening and landscaping,  maintenance of all parking areas, structures and garages,  maintenance
of signs,  resurfacing and repaving,  painting,  lighting,  cleaning, and provision of Building security;  (ix)
rental or lease  payments  paid by Landlord for rented or leased  personal  property  used in the  operation or
maintenance  of  portions  of the  Building  used by all  tenants;  (x) wages,  salaries  and other labor costs
incurred in the management and operation of the Building;  (xi) fees for required  licenses and permits;  (xii)
reasonable  legal,  accounting and other  professional  fees;  (xiii)  reasonable and appropriate  reserves for
repair and  replacement;  and (xiv) a  reasonable  allowance  to Landlord  for  management  of the Building and
supervision  of all of the  foregoing,  not to exceed the greater of (1) three and one-half  percent  (3.5%) of
the total gross  rental  revenues  derived  from the  Building,  or (2) the amount  charged for by landlords of
comparable  Class A, single story office  projects in the Northeast  Denver office  market.  If the Building is
not fully  occupied  during any portion of the Lease Term,  Landlord  shall make an  appropriate  adjustment to
Operating  Expenses for such period  employing  sound  accounting and management  principles,  to determine the
amount of Operating  Expenses that would have been incurred had the Building  been fully  occupied  during such
period  (collectively  referred to as "Grossed-Up").  Notwithstanding  the foregoing,  Operating Expenses shall
not include the items  described on Exhibit "C" attached  hereto.  Landlord's  good faith estimate of Operating
Expenses for the first year of the Building's  operation is included on Exhibit "C".  Tenant  acknowledges  and
agrees,  however,  that the  Building  has not been  constructed  as of the date of this Lease and the  amounts
shown on Exhibit "C" are estimates  only and are not binding upon  Landlord in the event that actual  Operating
Expenses differ from such estimate.

1.12     "Premises"  shall mean that space  outlined  on the floor plan  attached  to this Lease as Exhibit "B"
and  incorporated  herein.  The Premises are stipulated for all purposes to contain  Sixteen  Thousand  Seventy
(16,070)  square feet of Rentable  Area;  provided  that such square  footage may be increased  pursuant to the
Right of First Offer attached hereto as Exhibit "K."

1.13     "Real Property Taxes" shall mean and include any form of tax,  assessment,  license fee,  license tax,
business license fee, commercial rental tax, levy, charge,  penalty, tax or similar imposition,  imposed by any
authority  having the direct power to tax,  including any city,  county,  state or federal  government,  or any
school,  lighting,  drainage,  transportation,  air pollution,  environmental  or other  improvement or special
assessment  district  thereof,  as against any legal or equitable  interest of Landlord in the Building  and/or
the  Premises,  including,  but not limited to, the  following:  (i) any tax on  Landlord's  "right" to rent or
"right" to other income from the Premises or as against Landlord's  business of leasing the Premises;  (ii) any
assessment,  tax, fee, levy or charge in substitution,  partially or totally, of any assessment, tax, fee, levy
or charge  previously  included within the definition of Real Property Taxes (it is the intention of Tenant and
Landlord that all such new and increased  assessments,  taxes,  fees, levies and charges be included within the
definition of "Real Property Taxes" for the purposes of this Lease);  (iii) any  assessment,  tax, fee, levy or
charge allocable to or measured by the area of the Premises or the rent payable hereunder,  including,  without
limitation,  any gross income tax or excise tax levied by the state,  county,  city or federal  government,  or
any  political  subdivision  thereof,  with respect to the receipt of such rent, or upon or with respect to the
possession,  leasing,  operating,  management,  maintenance,  alteration,  repair,  use  or  occupancy  of  the
Building,  or any  portion  thereof;  (iv) any  assessment,  tax,  fee,  levy or charge  upon this  transaction
creating or  transferring  an interest or an estate in the  Premises;  (v) any  assessment,  tax,  fee, levy or
charge  based upon the  number of people  employed,  working  at, or using the  Premises  or the  Building,  or
utilizing  public or private  transportation  to commute to the Premises or the Building;  and (vi)  reasonable
legal and other  professional  fees,  costs and  disbursements  incurred  in  connection  with  proceedings  to
contest,  determine or reduce Real  Property  Taxes.  Real  Property  Taxes shall not include  federal or state
income,  franchise,  inheritance or estate taxes of Landlord or any of the parties which  comprise  Landlord or
tax imposed upon any transfer by Landlord of its interest in this Lease or the Building.

1.14     "Rentable Area" of the Premises shall mean Sixteen  Thousand  Seventy  (16,070) square feet subject to
adjustment  prior to the Rent  Commencement  Date,  the  amount  of which  adjustment  shall be  determined  by
Landlord's  architect within a reasonable time after construction of the demising wall, which calculation shall
include an add-on  factor equal to the Tenant's  Share of any common  areas within the  Building.  The Building
is  stipulated  for all  purposes  to contain  Sixty Two  Thousand  Five  Hundred Six  (62,556)  square feet of
Rentable Area.  Notwithstanding  the foregoing,  upon completion of construction of the Building,  the Premises
and the Building  shall be measured and  calculated  by Landlord,  at its sole cost and expense,  within ninety
(90) days after the Commencement  Date, in accordance with BOMA Publication  ANSIZ 65.1-1996 (the  "Measurement
Standard").  Landlord shall provide Tenant with backup  documentation  evidencing  such  calculation.  Upon the
determination  of the actual size of the Premises in accordance  with the  Measurement  Standard,  Landlord and
Tenant shall execute a confirmatory  amendment  setting forth the actual Rentable Area and Tenant's Share,  and
the Rent and Tenant's Share shall be adjusted accordingly, if necessary.

1.15     "Rent  Commencement  Date"  shall  mean July 1,  2001,  as the same may be  extended  pursuant  to the
provisions of Section 3.3 below.

1.16     "Security  Deposit"  shall mean the sum of Twelve  Thousand  Four Hundred  Twenty-seven  and 47/100ths
Dollars ($12,427.47).

1.17     "Tenant's  Share" shall be a fraction of which the  numerator is the Rentable  Area of the Premises as
set forth in Section  1.14 and the  denominator  is the  Rentable  Area in the Building as set forth in Section
1.14.







ARTICLE 2
------------------
                                           GRANT OF LEASEHOLD ESTATE
                                           -------------------------

         Subject to and upon the terms and conditions  herein set forth,  Landlord  hereby leases to Tenant and
Tenant hereby leases from  Landlord the  Premises.  Landlord  hereby leases the Premises to Tenant on a "Triple
Net"  basis.  Landlord  shall  not be  obligated  to pay any  expenses  or incur  any  liabilities  of any kind
relating to the Premises or Building during the Term,  except as specifically  assumed by Landlord  pursuant to
the terms hereof.

ARTICLE 3
------------------
                                                  LEASE TERM
                                                  ----------

3.1      Shell   Improvements.   Landlord  will   construct  or  install  in  the  Premises  the   improvements
contemplated by Section 4.2 of the Work Letter (the "Shell  Improvements")  prior to the Commencement Date, and
thereafter  shall complete  construction  of the "Base Building  Improvements"  (as defined in the Work Letter)
prior to the Rent Commencement  Date.  Landlord will be deemed to have delivered  possession of the Premises to
Tenant on the  Commencement  Date, as it may be adjusted  pursuant to Section 3.3 and the Work Letter,  so that
Tenant may then commence  construction of its "Tenant  Improvements" to the Premises.  Tenant acknowledges that
neither  Landlord  nor  its  agents  or  employees  have  made  any  representations  or  warranties  as to the
suitability or fitness of the Premises for the conduct of Tenant's  business or for any other purpose,  nor has
Landlord or its agents or employees  agreed to undertake any  alterations or construct any tenant  improvements
to the Premises  except as expressly  provided in this Lease and the Work  Letter.  If for any reason  Landlord
cannot  deliver  possession  of the  Premises  to  Tenant  with the  Shell  Improvements  completed  or has not
completed the Base Building  Improvements on or before the dates therefor  specified in Section 3.3 below, this
Lease will not be void or voidable  except as expressly  provided  pursuant to such Section,  and Landlord will
not be liable to Tenant for any resultant loss or damage.

3.2      Reserved.

3.3      Commencement  Date.  Landlord  covenants to use commercially  reasonable  efforts to cause substantial
completion  of (i) the Shell  Improvements  and  delivery of the  Premises  to Tenant for  purposes of Tenant's
construction  of the Tenant  Improvements  in accordance  with the Work Letter on or before April 1, 2001,  and
(ii)  substantial  completion of the Base Building  Improvements  on or before July 1, 2001. If Landlord  fails
to meet  either or both of the  foregoing  dates due to  default  on the part of  Landlord  (as  determined  in
accordance  with Article 26 below) or as a result of the  occurrence of events of force majeure as described in
Article 41 below,  then as Tenant's sole remedies for the delay in Tenant's  taking  possession of the Premises
or the completion of the Base Building  Improvements,  (a) Tenant shall be entitled to one (1) day of free Rent
in the Premises  for each day that  Landlord  fails to timely  deliver the Shell  Improvements  and/or the Base
Building  Improvements as required  herein (the "Free Rent Period");  (b) the Rent  Commencement  Date shall be
delayed for the period of delay in  substantial  completion of the Shell  Improvements  and/or  delivery of the
Premises,  as applicable,  resulting from Landlord's  default and for the duration of the Free Rent Period; and
(c) the  Expiration  Date of the Lease  Term  shall  likewise  be  extended;  provided,  that in the event that
substantial  completion of the Shell  Improvements and delivery of the Premises and/or  substantial  completion
of the Base Building  Improvements  has not occurred on or before January 1, 2002 due to default on the part of
Landlord  (determined in accordance  with Article 26 below) or as a result of the occurrence of events of force
majeure as  described in Article 41 below,  then Tenant  shall have the right to terminate  this Lease upon ten
(10) days' prior written notice to Landlord.  The date on which Landlord  actually  delivers  possession of the
Premises to Tenant in accordance with the foregoing is referred to herein as the "Commencement Date."

3.4      Term.  The term of this Lease is the Lease Term.

3.5      Option  to  Terminate.  Provided  Tenant  is not in  default  of its  obligations  under the Lease and
Tenant has not assigned its rights under the Lease (except as permitted  pursuant to Article 17 below),  Tenant
shall have the option to terminate this Lease ("Option to Terminate")  after  completion of the sixtieth (60th)
month of the Lease Term upon the following  terms and conditions.  In order to effectively  exercise the Option
to Terminate,  Tenant shall deliver written notice of its exercise of the Option to Terminate,  to be effective
twelve (12) months  following  such  exercise,  and shall pay a  termination  fee equal to the sum of (1) three
months Rent effective as of the date of such notice,  and (2) all unamortized  leasing  commissions of Landlord
due in connection with this Lease,  all as reasonably  determined by Landlord using an interest rate of 11% per
annum.  In the event  Tenant  delivers  its notice  that it has elected to  exercise  the Option to  Terminate,
Landlord  shall  deliver to Tenant,  Landlord's  determination  of the  termination  fee.  Tenant shall pay the
termination fee to Landlord within thirty (30) days after receipt of Landlord's  determination  of such fee, at
which time this Lease shall be deemed  terminated  with no further  obligation  on the part of either  party to
the other except for those  obligations  which  specifically  survive the expiration or earlier  termination of
this Lease.  The Option to Terminate shall be null and void if any of the following  occur: (i) Tenant fails to
pay the  termination fee within the time period  provided  herein,  or (ii) Tenant assigns its rights under the
Lease.

ARTICLE 4
------------------
                                       USE OF PREMISES AND COMMON AREAS
                                       --------------------------------

4.1      Premises.   The  Premises  shall  be  used  for  general  and  administrative   office  purposes  with
communication  support  capabilities  (i.e. as a  reservation  call center) and for no other  purposes.  Tenant
will use the Premises in a careful,  safe,  and proper  manner.  Tenant  agrees not to use or permit the use of
the Premises for any purpose  which is illegal or  prohibited by any  applicable  law, or which,  in Landlord's
reasonable  opinion,  creates a nuisance or would  materially  increase  the cost of  insurance  coverage  with
respect  to the  Building.  Tenant  shall  not use or  occupy  the  Premises  in  violation  of such  rules and
regulations  described in Article 15 below nor in violation of any other laws, recorded  covenants,  conditions
or  restrictions  affecting  the  Building.  Tenant  shall have access to the  Premises  for the use  permitted
hereunder twenty-four (24) hours per day, three hundred sixty-five (365) days per year.

4.2      Common  Areas of  Building.  Tenant  shall  have the  nonexclusive  right to use in common  with other
tenants  in the  Building,  and  subject to the rules of the  Building  referred  to in  Article15  below,  the
following areas ("Common Areas")  appurtenant to the Premises:  (i) the common  entrances,  lobbies,  restrooms
and accessways,  loading docks,  ramps, drives and platforms and any passageways and serviceways  thereto,  and
the common pipes,  conduits,  wires and  appurtenant  equipment  serving the  Premises;  and (ii) parking areas
(subject to such reasonable  rules and regulations  relating thereto as may be adopted by Landlord from time to
time),  loading and unloading  areas,  trash areas,  roadways,  sidewalks,  walkways,  parkways,  driveways and
landscaped areas appurtenant to the Building.

4.3      Landlord's  Rights  in  Common  Areas.   Landlord  reserves  the  right  from  time  to  time  without
unreasonable  interference  with  Tenant's  use or  Tenant's  access  to the  Premises:  (i) to  install,  use,
maintain,  repair and replace pipes,  ducts,  conduits,  wires and appurtenant meters and equipment for service
to other parts of the Building above the ceiling  surfaces,  below the floor surfaces,  within the walls and in
the  central  core  areas,  and to  relocate  any pipes,  ducts,  conduits,  wires and  appurtenant  meters and
equipment  included  in the  Premises  which are  located in the  Premises  or located  elsewhere  outside  the
Premises,  and to  expand  the  Building;  (ii)  to  make  changes  to the  Common  Areas,  including,  without
limitation,  changes in the location,  size,  shape and number of driveways,  entrances,  loading and unloading
areas,  ingress,  egress,  direction  of traffic,  landscaped  areas and walkways  and,  subject to the Parking
Agreement,  parking  spaces  and  parking  areas;  (iii) to  close  temporarily  any of the  Common  Areas  for
maintenance  purposes so long as reasonable  access to the Premises remains  available;  (iv) to use the Common
Areas while engaged in making additional  improvements,  repairs or alterations to the Building, or any portion
thereof;  and (v) to do and perform  such other acts and make such other  changes in, to or with respect to the
Common Areas and Building as Landlord may, in the exercise of sound business judgment, deem to be appropriate.

4.4      Prohibited Use of Common Areas.  Tenant may not display or sell  merchandise or allow portable  signs,
devices  or any other  objects  to be  stored  or to remain  outside  the  defined  exterior  walls or roof and
permanent  doorways of the Premises.  In addition,  Tenant shall not solicit by handbills,  bumper  stickers or
other  advertising  devises,  in any  manner,  in the  parking  areas  or  Common  Areas  of the  Building.  No
advertising medium may be used by Tenant which can be heard or experienced outside the Premises.

4.5      Affirmative  Covenants  of Tenant.  Without in any way  limiting or  restricting  other  covenants  of
Tenant elsewhere in this Lease contained, the Tenant affirmatively covenants and agrees as follows:

                  a.       Tenant shall neither  permit or suffer any conduct,  noise,  odor or other  nuisance
about the Premises to annoy or disturb any persons occupying adjacent premises or Common Areas;

                  b.       Tenant shall keep the Premises  including all service  and/or  loading areas for the
Premises free from all litter,  dirt and  obstructions,  and shall not advertise  within the Building or Common
Areas except as designated by Landlord.

                  c.       Tenant shall  arrange for and accept  deliveries  only at such times,  in the areas,
and through the entrances designated for such purpose by Landlord.

                  d.       Tenant  shall keep the  Premises  clean and in the  sanitary  condition  required by
ordinance and regulations of any governmental or quasi-governmental unit having jurisdiction;

                  e.       Tenant  shall  neither  permit  or  suffer  the  Premises,  or the  walls or  floors
thereof, to be endangered by overloading; and

                  f.       Tenant shall  properly  maintain the HVAC system in the Premises  including,  at the
option of Landlord,  subscribing  to a service  selected by Landlord for such  maintenance  and paying the fees
therefor.

4.6      Garbage and Refuse  Collection.  Tenant  shall keep all  garbage and refuse in the kind of  containers
designated  by Landlord  which  Tenant  shall place  outside of the Premises  prepared  for  processing  and/or
collection  in  such  manner  and  at  such  times  and  places  specified  by  Landlord.  Landlord  shall  use
commercially  reasonable  efforts  to  contract  with a garbage  disposal  company  which  implements  a refuse
recycling  program at the Building so long as  implementation of such recycling program does not (i) materially
increase the cost of providing refuse  collection and disposal at the Building,  or (ii) conflict with or cause
cancellation of Landlord's  refuse  collection and disposal  contracts for other properties within the vicinity
of the  Building  which may include  the  Building  and other  properties  owned by  Landlord on an  "umbrella"
contract basis.

ARTICLE 5
------------------
                                                   BASE RENT
                                                   ---------

5.1      Base Rent.  Tenant  agrees to pay to Landlord  during the Lease Term,  without any setoff or deduction
whatsoever  the Base Rent,  and all such other sums of money as shall become due hereunder as Additional  Rent.
Should Tenant fail to pay any Additional  Rent in a timely  manner,  Landlord shall be entitled to exercise all
such rights and remedies as are herein  provided in the case of the  nonpayment  of Base Rent.  The annual Base
Rent for each calendar year or portion thereof during the Lease Term,  together with estimated  Additional Rent
pursuant  to Article 6 hereof  then in effect,  shall be due and  payable in  advance,  in lawful  money of the
United  States  of  America  which  shall  be legal  tender  at the  time of  payment,  in  twelve  (12)  equal
installments  on the first day of each  calendar  month  during the initial  Lease Term and any  extensions  or
renewals  thereof,  and  Tenant  hereby  agrees  to pay such  Base  Rent and  Additional  Rent to  Landlord  at
Landlord's  address  provided  herein (or such other  address as may be  designated by Landlord in writing from
time to time)  monthly,  in advance,  and without  demand.  If the Lease Term commences on a day other than the
first day of a month or terminates on a day other than the last day of a month,  then the  installments of Base
Rent and  Additional  Rent for such  month or months  shall be  prorated,  based on the  number of days in such
month.  The first monthly installment of Base Rent shall be due and payable on the Commencement Date.

5.2      Additional  Rent. All charges  payable by Tenant  hereunder other than Base Rent  (including,  without
limitation,  Taxes,  utilities  charges,  if applicable,  and Operating  Expenses payable pursuant to Article 6
below) are called  "Additional Rent." Unless this Lease provides  otherwise,  all Additional Rent shall be paid
with the next  monthly  installment  of Base Rent.  Base Rent and  Additional  Rent are  sometimes  referred to
collectively as "Rent."

5.3      Interest and  Administrative  Charges on Late  Payments.  All  installments  of Rent not paid when due
and payable  shall bear  interest and incur the  administrative  charges as set forth  hereinbelow.  Landlord's
acceptance  of any late charge or interest  shall not  constitute a waiver of Tenant's  default with respect to
the overdue  amount nor prevent  Landlord  from  exercising  any of the other rights and remedies  available to
Landlord under this Lease or any law now or hereafter in effect.

ARTICLE 6
------------------
                                                ADDITIONAL RENT
                                                ---------------

         Commencing on the  Commencement  Date,  Tenant shall pay for Tenant's Share of all expenses related to
the Building,  except for those expenses  specifically  excluded from the  definition of Operating  Expenses in
Section 1.11 hereof, including, but not limited to the following:

6.1      Operating  Expenses and Taxes.  Tenant shall pay to Landlord as  Additional  Rent in  accordance  with
the  payment  provision  provided  herein,  Tenant's  Share of the total  annual  Operating  Expenses  and Real
Property  Taxes.  Such amount shall be paid in advance in monthly  installments  on the same dates as Base Rent
is due and payable  hereunder  based on Landlord's  notice  delivered to Tenant from time to time setting forth
Landlord's  good faith estimate of the Operating  Expenses for the current  calendar year.  Landlord shall have
the right to  prospectively  adjust such  amount no more than once a year to reflect any changes in  Landlord's
estimate of Operating Expenses.

6.2      Annual  Statement of Operating  Expenses.  By April 1 of each  calendar year during the Lease Term, or
as soon  thereafter  as  practicable  but no later than May 1,  Landlord  shall  furnish to Tenant a  statement
("Actual  Statement")  of Landlord's  annual  Operating  Expenses,  for the previous  calendar year. If for any
calendar  year the amounts  collected  from Tenant for the prior year,  as a result of  Landlord's  estimate of
Operating  Expenses,  exceeds the amount of the Operating  Expenses  actually due during such prior year,  then
Landlord shall refund to Tenant any  overpayment (or at Landlord's  option,  apply such amount against Rent due
or to  become  due  hereunder).  Likewise,  Tenant  shall pay to  Landlord,  on  demand,  any  underpayment  of
Operating  Expenses  with respect to the prior year with the first Base Rent payment  payable  after receipt of
the Actual Statement.

6.3      Audit  Right.  In the event of any good faith  dispute as to the amount of the  Operating  Expenses as
set forth in the  Actual  Statement  of  actual  Operating  Expenses,  Tenant  shall  have the  right,  no more
frequently  than once per  calendar  year,  after notice to Landlord and at  reasonable  times,  to inspect and
photocopy  Landlord's  Operating  Expenses  records  at  Landlord's  offices.  If,  after such  inspection  and
photocopy,  Tenant  continues,  in good faith, to dispute the amount of Operating  Expenses as set forth in the
Actual  Statement,  Tenant shall be entitled not later than ninety (90) days following  Tenant's  receipt of an
Actual  Statement to retain a national,  independent,  certified  public  accountant who is not contracted on a
contingency  fee basis and is  mutually  acceptable  to  Landlord  and  Tenant  to audit  Landlord's  Operating
Expenses  records with respect to the calendar year covered by Actual  Statement to determine the proper amount
of  Operating  Expenses.  Landlord  shall be  entitled  to review  the  results of such  audit  promptly  after
completion  of same.  If the results of such audit states that  Landlord has  overcharged  Tenant,  then within
fifteen (15) days after the results of the audit are made  available to Landlord,  Landlord shall credit Tenant
the amount of such  overcharge  toward the payments of Base Rent and Additional Rent next coming due under this
Lease.  If such audit proves that Landlord has  undercharged  Tenant,  then within  fifteen (15) days after the
results  of the audit are made  available  to  Tenant,  Tenant  shall pay to  Landlord  the  amount of any such
undercharge.  Tenant agrees to pay the cost of such audit,  provided that Landlord shall  reimburse  Tenant the
amount of such cost if the  results  of such  audit  states  that  Landlord's  determination  of the  Operating
Expenses (as set forth in the Actual  Statement)  was in error by more than ten percent  (10%).  If Tenant does
not request an audit in accordance  with the  provisions of this Section 6.3 within one (1) year after Tenant's
receipt of an Actual  Statement,  such Actual  Statement  shall be conclusively  binding upon Tenant.  Landlord
shall be required to maintain  records of all Operating  Expenses for Four (4) years  following the issuance of
the Operating  Expense  statement for such Operating  Expenses.  The payment by Tenant of any amounts  pursuant
to this Article shall not preclude Tenant from timely questioning the correctness of any such statement.

6.4      Utilities.  Tenant  shall  pay,  as and  when  billed  by the  applicable  utility  service,  for gas,
electricity,  heating,  air conditioning and ventilating  directly to the utility providing such service to the
Premises,  and shall pay Tenant's Share of all other utility  services  furnished for use in the Premises or to
operate any of  Tenant's  signs  which are not  separately  metered to the  Premises.  Tenant  agrees to pay to
Landlord  monthly as a separate  charge for any utility  services  furnished  to Tenant or the Premises but not
separately  metered to the Premises  such amount as shall be due in  accordance  with the rates as  established
from time to time in the then current  schedule of rates of Landlord for supplying  said  utilities,  but in no
event shall said rate  exceed  that for which  Tenant  would be charged  should it obtain any of said  services
directly from the same third party supplier thereof.

6.5      Confidentiality.  Tenant will keep  confidential all agreements  involving the rights provided in this
section and the results of any audits  conducted  hereunder.  Notwithstanding  the  foregoing,  Tenant shall be
permitted  to furnish the  foregoing  information  to its  attorneys,  accountants  and  auditors to the extent
necessary for such persons to perform their  respective  services for Tenant,  provided  such  permitted  party
agrees in writing to keep all audit information confidential.

ARTICLE 7
------------------
                                               BUILDING SERVICES
                                               -----------------

         Landlord  agrees to furnish  Tenant the  following  services as an Operating  Expense for the Building
(except as specifically provided below):

7.1      Gas,  Water   Sewer Service.  All gas, water and sewer at those points of supply  provided for general
use of other tenants in the Building.

7.2      Routine  Maintenance.  Routine  maintenance  and  electric  lighting  service for all Common Areas and
service  areas of the  Building  in the manner and to the extent  reasonably  deemed by Landlord to be standard
for the Building (hereinafter defined as "Building Standard").

7.3      Reserved.

7.4      Base  Electricity.  Subject to the  provisions  of Article 13,  facilities  to provide all  electrical
current  required by a typical office user, as reasonably  determined by Tenant's  electrical  engineers and by
Landlord, in its use and occupancy of the Premises.

7.5      Light  Maintenance.   All  Building  Standard   fluorescent  bulb  replacement  in  the  Premises  and
fluorescent and incandescent bulb replacement in the Common Areas of the Building.

7.6      Access  Cards.  Tenant,  at its sole  cost and  expense,  shall  provide  a system  for  access to the
Premises.  Landlord  shall have no liability  to Tenant,  its  employees,  agents,  invitees or  licensees  for
losses due to theft or  burglary,  or for damages  resulting  from the actions of  unauthorized  persons on the
Premises or in the  Building  and  Landlord  shall not be required to insure  against any such  losses.  Tenant
shall  cooperate  fully in  Landlord's  efforts to  maintain  security  in the  Building  and shall  follow all
regulations promulgated by Landlord which respect thereto.

         The  failure by  Landlord  to any extent to  furnish,  or the  interruption  or  termination  of these
defined  services  in whole or part shall not render  Landlord  liable in any respect  nor be  construed  as an
eviction of Tenant,  nor work an  abatement  of Rent,  nor relieve  Tenant from the  obligation  to fulfill any
covenant  or  agreement  hereof.  Should  any of the  equipment  or  machinery  used in the  provision  of such
services for any cause cease to function  properly,  Tenant shall have no claim for offset or abatement of Rent
or damages on account of an interruption in service resulting therefrom.

ARTICLE 8
------------------
                                      IMPROVEMENTS TO BE MADE BY LANDLORD
                                      -----------------------------------

         Except as otherwise  provided in the Work Letter  attached  hereto as Exhibit  "D," all  installations
and  improvements  now or hereafter  placed on the Premises shall be for Tenant's  account and at Tenant's cost
(and  Tenant  shall  pay ad  valorem  taxes  and the  cost  of any  increased  insurance  premiums  thereon  or
attributable  thereto),  which cost shall be payable by Tenant to Landlord upon demand as  Additional  Rent. In
addition,  in the event that the  improvements  to the Premises are of greater cost than of a typical tenant in
the Building,  as reasonably  determined  by Landlord,  such that the Real Property  Taxes for the Building are
greater  than they  would  otherwise  be, or in the event that any other  improvements  to the  Premises  cause
assessment  of such  greater  taxes,  Tenant  shall be required to pay such excess tax amount  promptly at such
times as Landlord shall from time to time designate.

ARTICLE 9
------------------
                                            MAINTENANCE AND REPAIR
                                            ----------------------

9.1       Maintenance  by Tenant.  Tenant shall,  at its sole cost and expense,  furnish,  maintain and replace
all  electric  light  bulbs,  tubes,  ballasts  and tube  casings in the Premises and keep the Premises in good
repair and  condition  and make all needed  repairs  and  replacements  therein or thereto,  including  without
limitation  replacement of cracked or broken glass,  and  maintenance  and repair of the heating,  ventilating,
and air  conditioning  systems in  accordance  with Section 9.3 below ("HVAC  System")  servicing the Premises,
except for repairs  required to be made by Landlord  under Section 9.2 below,  keep all plumbing  units,  pipes
and  connections  in the Premises  free from  obstruction  and protected  against ice and  freezing,  and shall
maintain in good order and repair,  and in a clean and sanitary  condition,  and  replace,  as  necessary,  all
portions of the Premises,  including  storefronts,  window and door frames and cases,  security  grills,  plate
glass,  wall and floor  coverings.  Tenant shall also repair,  at its sole  expense,  any damage in  connection
with any burglary or forcible  entry into the  Premises.  If any repairs  required to be made by Tenant are not
commenced  within ten (10) days after  written  notice is delivered  to Tenant by Landlord  (unless the repairs
are  required as a result of an actual or apparent  emergency,  in which event no prior  notice need be given),
and thereafter  diligently  prosecuted to completion,  Landlord may, at its option,  make such repairs  without
liability  to Tenant for any  reasonable  loss or damage  which may result to  Tenant's  stock or  business  by
reason of such repairs,  and Tenant shall pay to Landlord  immediately upon demand as Additional Rent hereunder
the cost of such repairs plus ten percent (10%) of the amount  thereof,  and failure to do so shall  constitute
an event of default by Tenant.

9.2      Maintenance  by  Landlord.  Landlord  shall,  subject  to  reimbursement  as  part  of the  Building's
Operating Expenses,  keep the foundation,  the structural and exterior walls (except store fronts,  plate glass
windows,  doors,  door closure  devices,  window and door frames,  molding,  locks and hardware and painting or
other  treatment of interior  walls) and the roof of the Premises in good repair,  except that  Landlord  shall
not be  required  to make any  repairs  caused  by the act or  negligence  of  Tenant,  its  agents,  invitees,
employees,  subtenants,  assignees,  licensees  and  concessionaires,  or  necessitated  by  any  improvements,
alterations  or  additions  made by or on behalf of Tenant  (whether or not  consented to by  Landlord),  which
repairs  shall be made by Tenant (or, at  Landlord's  option,  by Landlord at Tenant's  expense).  In the event
that the  Premises  should  become in need of  repairs  required  to be made by  Landlord,  Tenant  shall  give
immediate  written  notice to Landlord and Landlord shall not be responsible in any way for failure to make any
such repairs until a  commercially  reasonable  time period shall have elapsed  after  delivery of such written
notice.  Landlord's  obligation  hereunder  is limited to  repairs  specified  in this  Section  9.2 only,  and
Landlord shall have no liability for any damages or injury  arising out of any condition or occurrence  causing
a need for those repairs, unless otherwise specifically provided for herein.

         9.3      HVAC System  Contract.  Tenant  shall,  throughout  the Lease Term, at Tenant's sole cost and
expense,  obtain and keep in force a preventative  maintenance service contract ("Service  Contract"),  in form
and content and with a contractor  reasonably  acceptable to Landlord, on the HVAC System and related equipment
servicing the Premises.  Tenant shall provide a copy of the Service  Contract to Landlord  within 10 days after
the  Commencement  Date and thereafter upon request.  Landlord may, at any time during the Lease Term, elect to
obtain a common or master  preventative  maintenance  service  contract  covering the HVAC systems of more than
one tenant  premises  within the Building,  in which event,  Tenant shall no longer be required to maintain its
own Service  Contract and in lieu  thereof,  Tenant shall pay to Landlord  Tenant's  Share of the costs of such
common or master service contract as part of Operating Expenses.

ARTICLE 10
------------------
                                                    SIGNAGE
                                                    -------

         Landlord  shall  provide  and  install,  at  Tenant's  cost,  all  letters or numerals on doors in the
Premises;  all such  letters and  numerals  shall be in the  standard  graphics  for the Building and no others
shall be used or permitted on the Premises  without  Landlord's  prior written  consent.  Landlord shall allow,
exterior monument signage  incorporating  Tenant's trade name and logo to be erected by Tenant at Tenant's sole
cost and expense,  at a reasonable  location  selected by Landlord,  provided,  such signage  shall comply with
Landlord's  signage  regulations as may be in effect from time to time and Tenant, at its sole cost and expense
shall be solely  responsible for obtaining any required  approvals for its signage,  including the approvals of
the City and County of Denver and the Gateway Park Design Review  Committee.  Failure to obtain such  approvals
shall not render  this Lease void or  voidable,  and  Landlord  will not be liable to Tenant for any  resultant
loss or damage.  Except as set forth above,  Tenant shall not erect any  exterior  sign or any interior  window
or door signs  visible from the exterior of the Premises  without first  obtaining  the written  consent of the
Landlord.

ARTICLE 11
------------------
                                        CARE OF THE PREMISES BY TENANT
                                        ------------------------------

         Tenant  agrees not to commit or allow any waste to be  committed on any portion of the  Premises,  and
at the  termination  of this Lease agrees to deliver up the Premises to Landlord in as good condition as at the
Commencement Date of this Lease, ordinary wear and tear excepted.

ARTICLE 12
------------------
                                       REPAIRS AND ALTERATIONS BY TENANT
                                       ---------------------------------

12.1     No  Alteration,   Additions,  or  Improvements  Without  Landlord's  Consent.  Tenant  shall  make  no
alterations,  additions,  or  improvements  to the  Premises or any part  thereof  (hereinafter  referred to as
"Alterations")  without  obtaining  the  prior  written  consent  of  Landlord,  which  consent  shall  not  be
unreasonably  withheld;  provided,  that Landlord's consent shall not be required where such Alterations (i) do
not affect the  structural  components  or equipment  systems of the  Building,  (ii) do not require a building
permit to perform,  (iii) do not increase the load on the Building systems or structural  components,  (iv) are
completed in accordance  with all  applicable  laws,  and (v) do not cost in excess of $32,000 in the aggregate
to  complete  . Tenant  shall  submit  any such  request  to  Landlord  at least  thirty  30) days prior to the
proposed  commencement  date of such  work.  Landlord  may  impose,  as a  condition  to such  consent,  and at
Tenant's sole cost,  such  requirements  as Landlord may deem  necessary in its  judgement,  including  without
limitation,  the manner in which the work is done,  a right of approval of the  contractor  by whom the work is
to be  performed  and the  times  during  which  the work is to be  accomplished,  approval  of all  plans  and
specifications  and the  procurement  of all licenses and permits.  Landlord  shall be entitled to post notices
on and about the Premises with respect to Landlord's  non-responsibility  for mechanics' liens and Tenant shall
not permit  such  notices to be  defaced  or  removed.  Tenant  further  agrees not to connect  any  apparatus,
machinery or device to the Building systems,  including electric wires,  water pipes, fire safety,  heating and
mechanical systems, without the prior written consent of Landlord.

12.2     Completion of Lease Term.  All  Alterations to the Premises,  including,  by way of  illustration  but
not by limitation,  all counters,  screens, grilles, special cabinetry work, partitions,  paneling,  carpeting,
drapes  or other  window  coverings  and light  fixtures,  shall be  deemed a part of the real  estate  and the
property of Landlord and shall  remain upon and be  surrendered  with the  Premises as a part  thereof  without
molestation,  disturbance  or injury  at the end of the  Lease  Term,  whether  by lapse of time or  otherwise,
unless Landlord,  at the time any such Alterations are approved by Landlord,  notifies Tenant that Tenant shall
be required to remove all or any of such  Alterations at the end of the Lease Term,  and in such event,  Tenant
shall  promptly  remove,  as its sole cost and  expense,  such  Alterations  and  restore  the  Premises to the
condition in which the Premises were prior to the making of the same,  reasonable  wear and tear excepted.  Any
such  removal,  whether  required or  permitted by Landlord,  shall be at Tenant's  sole cost and expense,  and
Tenant  shall  restore the  Premises to the  condition  in which the  Premises  were prior to the making of the
same, reasonable wear and tear excepted.  All movable partitions,  machines,  and equipment which are installed
in the Premises by or for Tenant,  without expense to Landlord,  and can be removed without  structural  damage
to or  defacement  of the  Building or the  Premises,  and all  furniture,  furnishings  and other  articles of
personal  property  owned by Tenant and  located in the  Premises  (all of which are  herein  called  "Tenant's
Property")  shall be and remain the  property  of Tenant and may be removed by it at any time  during the Lease
Term.  However,  if any of Tenant's  Property is removed,  Tenant shall repair or pay the cost of repairing any
damage to the Building or the Premises  resulting from such removal.  All additions or  improvements  which are
to be surrendered  with the Premises shall be surrendered with the Premises,  as a part thereof,  at the end of
the Lease Term or the earlier termination of this Lease.

12.3     Parties  Performing  Alteration,  Repair, and Modification Work. If Landlord permits persons requested
by Tenant to perform any alterations,  repairs modifications,  or additions to the Premises,  then prior to the
commencement  of any such work,  Tenant shall deliver to Landlord  certificates  issued by insurance  companies
qualified to do business in the state where the Premises are located  evidencing  that workmen's  compensation,
public  liability  insurance,  and property damage  insurance,  all in amounts,  with  companies,  and on forms
satisfactory to Landlord,  are in force and maintained by all such  contractors and  subcontractors  engaged by
Tenant to perform  such work.  All such  policies  shall  name  Landlord  as an  additional  insured  and shall
provide that the same may not be canceled or modified without thirty (30) days' prior notice to Landlord.

12.4     Performance  of Alteration,  Repair,  and  Modification  Work.  Tenant,  at its sole cost and expense,
shall cause any permitted alterations, decorations,  installations,  additions, or improvements in or about the
Premises  to  be  performed  in  compliance  with  all  applicable  requirements  of  insurance  bodies  having
jurisdiction,  and in such manner as not to  interfere  with,  delay,  or impose any  additional  expense  upon
Landlord in the  construction,  maintenance,  or operation of the  Building,  and so as to maintain  harmonious
labor relations in the Building.  Prior to commencement of any  construction,  Tenant shall afford Landlord the
opportunity  to post a "notice of  non-liability"  of Landlord with respect to any  mechanic's  liens which may
arise with respect to such work.

ARTICLE 13
------------------
                                                   UTILITIES
                                                   ---------

                  Tenant,  at Tenant's sole cost and expense,  shall provide for electric  current,  heat, gas,
ventilation  and air  conditioning,  and  janitorial  service to the  Premises,  shall cause the Premises to be
separately  metered for all  utilities  contracted  for directly by Tenant,  and shall pay all charges for such
services directly to the utility company or janitorial service providing such utilities or services.

ARTICLE 14
------------------
                                             LAWS AND REGULATIONS
                                             --------------------

14.1     General.  Landlord  hereby  represents  and warrants to Tenant that Landlord  shall cause the Building
(excluding the Premises other than the Building  Shell) to be constructed in accordance  with all  governmental
laws,  ordinances  and  regulations  applicable  to the  Building at the time of the  approval of the  building
permit for the  Building by the City and County of Denver.  Landlord  further  represents  that it has received
no notice from any governmental  authority having  jurisdiction  over the Building of any pending or threatened
land use,  zoning,  condemnation,  eminent  domain or other  proceeding  affecting  the  Building  which  would
preclude  Landlord's  performance of its obligations  under this Lease.  Tenant,  at its sole cost and expense,
will  promptly  comply  with  all  laws,  statutes,   ordinances,  and  governmental  rules,  regulations,   or
requirements now in force or in force after the  Commencement  Date, with the requirements of any board of fire
underwriters  or other  similar  body  constituted  now or after  the date,  with any  direction  or  occupancy
certificate  issued  pursuant to any law by any public  officer or officers,  as well as with the provisions of
all recorded documents  affecting the Premises,  insofar as they relate to the condition,  use, or occupancy of
the Premises.

14.2     Hazardous Materials.

a.       For  purposes  of this Lease,  "Hazardous  Materials"  means any  explosives,  radioactive  materials,
hazardous  wastes,  or hazardous  substances,  including without  limitation  substances  defined as "hazardous
substances" in the Comprehensive  Environmental  Response,  Compensation and Liability Act of 1980, as amended,
42 U.S.C.ss.ss.9601-9657;  the Hazardous  Materials  Transportation  Act of 1975,  49 U.S.C.ss.ss.1801-1812;  the
Resource Conservation and Recovery Act of 1976, 42 U.S.C.ss.ss.6901-6987;  or any other federal,  state, or local
statute,  law,  ordinance,  code,  rule,  regulation,  order,  or decree  regulating,  relating to, or imposing
liability or standards of conduct  concerning  hazardous  materials,  waste,  or substances  now or at any time
hereafter in effect  (collectively,  "Hazardous  Materials  Laws").  Landlord hereby represents and warrants to
Tenant that Landlord (i) shall not knowingly use any Hazardous  Materials in the  construction of the Building;
(ii)  has not  released  any  Hazardous  Materials  on the  real  estate  upon  which  the  Building  shall  be
constructed;  and (iii) has received no notice from any  governmental  authority having  jurisdiction  over the
Building that the Building  (including the land included within the definition of "Building"  contained in this
Lease) is in violation of any Hazardous Materials Laws.

b.       Tenant  will not cause or permit  the  storage,  use,  generation,  or  disposition  of any  Hazardous
Materials  in, on, or about the  Premises or the  project by Tenant,  its agents,  employees,  or  contractors;
provided,  however,  that the consent of Landlord  shall not be required  for the use at the Premises by Tenant
of the  "Supplemental  Equipment"  described in Article 54 below or the standard cleaning  supplies,  toner for
photocopying  machines and other similar materials,  in containers and quantities  reasonably necessary for and
consistent  with normal and ordinary use by Tenant in the routine  operation or maintenance of Tenant's  office
equipment or in the routine  janitorial  service,  cleaning and  maintenance of the Premises or as required for
the normal use and operation of the Supplemental  Equipment,  provided that such Supplemental Equipment and any
and all such  Hazardous  Materials  are used,  kept and  maintained  in strict  compliance  with all  Hazardous
Materials  Laws.  Tenant  will not permit the  Premises  to be used or  operated in a manner that may cause the
Premises or the project to be contaminated by any Hazardous  Materials in violation of any Hazardous  Materials
Laws.  Tenant will immediately  advise Landlord in writing of (1) any and all enforcement,  cleanup,  remedial,
removal,  or other  governmental or regulatory actions  instituted,  completed,  or threatened  pursuant to any
Hazardous Materials Laws relating to any Hazardous  Materials  affecting the Premises;  and (2) all claims made
or threatened by any third party against Tenant,  Landlord,  or the Premises relating to damage,  contribution,
cost  recovery,  compensation,  loss,  or  injury  resulting  from any  Hazardous  Materials  on or  about  the
Premises.  Without  Landlord's  prior written  consent,  Tenant will not take any remedial action or enter into
any agreements or  settlements  in response to the presence or  remediation of any Hazardous  Materials in, on,
or about the Premises.

c.       Tenant will be solely  responsible for and will defend,  indemnify and hold Landlord,  its agents, and
employees  harmless from and against all claims,  costs,  and liabilities,  including  attorney fees and costs,
arising out of or in connection  with  Tenant's  breach of its  obligations  in this Article 14. Tenant will be
solely responsible for and will defend,  indemnify,  and hold Landlord, its agents, and employees harmless from
and against any and all claims,  costs, and liabilities,  including attorney fees and costs,  arising out of or
in connection with the removal,  cleanup,  and restoration work and materials  necessary to return the Premises
and any other property of whatever nature located in, on, or about the Building,  to their  condition  existing
prior to the  introduction of Hazardous  Materials by Tenant,  its agents,  employees or contractors.  Tenant's
obligations  under this Article 14 will survive the  expiration  or other  termination  of this Lease.  Without
limiting the  generality of the  foregoing,  Landlord  agrees that Tenant shall not be liable for any Hazardous
Materials  introduced  into,  on or about the Building  prior to the date Tenant first takes  possession of the
Premises.

14.3     Certain  Insurance  Risks.  Tenant will not do or permit to be done any act or thing upon the Premises
or the  Building  which would (i)  jeopardize  or be in conflict  with fire  insurance  policies  covering  the
Building or covering  any  fixtures  and property in the  Building;  (ii)  increase the rate of fire  insurance
applicable  to the  Building to an amount  higher  than it  otherwise  would be for  general  office use of the
Building;  or (iii) subject Landlord to any liability or responsibility  for injury to any person or persons or
to property by reason of any business or operation being carried on upon the Premises.

ARTICLE 15
------------------
                                                BUILDING RULES
                                                ---------------

         Tenant will comply with the rules of the  Building  adopted and altered by Landlord  from time to time
and will cause all of its agents,  employees,  invitees  and  visitors to do so; all changes to such rules will
be sent by Landlord to Tenant in writing.  The current  Building Rules and  Regulations,  which may be modified
from time to time by the Landlord in its sole but reasonable  discretion,  are attached  hereto as Exhibit "E."
Any rules and  regulations  imposed by  Landlord  after the date of this Lease  shall be (i)  reasonable,  (ii)
subject to the other  provisions  of this Lease,  (iii)  uniformly  enforced,  and (iv)  unless  related to the
safety or welfare of tenants of the  Building,  effective  only after  Tenant has had at least thirty (30) days
prior written notice of their enactment.

ARTICLE 16
------------------
                                               ENTRY BY LANDLORD
                                               -----------------

         Tenant agrees to permit Landlord or its agents or  representatives  to enter into and upon any part of
the Premises at all  reasonable  hours (and in  emergencies  at all times) to inspect the same,  or to show the
Premises to prospective purchasers,  Mortgagees,  tenants or insurers, to clean or make repairs, alterations or
additions thereto, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof.

ARTICLE 17
------------------
                                           ASSIGNMENT AND SUBLETTING
                                           -------------------------

17.1     Prohibition.  Tenant  shall not assign,  sublease,  transfer or  encumber  this Lease or any  interest
therein,  without  the consent of  Landlord  first  being  obtained,  which  consent  will not be  unreasonably
withheld or delayed  provided  that: (1) Tenant  provides  written notice to Landlord at least 30 days prior to
such assignment or subletting  setting forth the details of the proposed  assignment or sublease;  (2) Landlord
declines to exercise its rights under Section 17.2;  (3) the proposed  transferee (a  "Transferee")  is engaged
in a business  and the  portion of the  Premises  will be used for the use  permitted  under  Article 4 of this
Lease and in a manner  which is in keeping with the then  standards of the Building and does not conflict  with
any  exclusive  use rights  granted to any other tenant of the  Building,  and such use will not, in Landlord's
reasonable  opinion,  materially  increase  parking or  occupancy  loads;  (4) the  Transferee  has  reasonable
financial worth in light of the  responsibilities  involved;  (5) Tenant is not in default at the time it makes
its  request;  (6) the  Transferee  is not a tenant or  currently  negotiating  a lease  with  Landlord  in any
building  owned by Landlord  adjacent to the  Building;  and (7) the rent to be paid by the  Transferee  is not
less than 85% of the rental rate then being  offered by Landlord  for similar  space in the  Building.  Any one
or more (in the  aggregate)  transfers  of more than a twenty  percent  (20%)  interest in the Tenant  shall be
deemed to be an assignment  under this Lease.  Any  attempted  assignment or sublease by Tenant in violation of
the terms and  covenants of this  Article 17 shall be void.  Notwithstanding  anything  contained in this Lease
to the contrary,  Tenant may,  without the prior consent of Landlord,  assign this Lease or sublease all or any
part of the  Premises  to an  affiliate  of  Tenant  or to any  company  into  which  Tenant  may be  merged or
consolidated  or that acquires  substantially  all of the assets of Tenant (an  "Affiliated  Transferee").  Any
such  Affiliated  Transferee  shall have a similar  right to assign  this Lease  without  the prior  consent of
Landlord;  provided,  that in the event of any  assignment  or  sublease to or from an  Affiliated  Transferee,
Tenant  shall remain  liable for the full and timely  performance  of the  obligations  of Tenant  hereunder as
contemplated  by Section 17.4 below.  An "affiliate" of Tenant shall mean any  corporation  which,  directly or
indirectly,  controls,  is controlled by or is under common  control with Tenant or a successor  corporation to
Tenant  by  merger,  consolidation  or  non-bankruptcy  reorganization.  The word  "control"  in this  context,
including in the context of "controlled  by" or "under common  control with," with respect to any  corporation,
partnership or association shall mean the possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policy of a particular  corporation,  partnership or  association,  whether
through the ownership of voting securities or by contract or otherwise.

17.2     Recapture.  If Tenant  requests  Landlord's  consent to an  assignment  of this Lease or subletting of
all or part of the  Premises,  Landlord  shall  have the  option  (without  limiting  Landlord's  other  rights
hereunder) of terminating  this Lease upon thirty (30) days' notice.  Landlord may then, at Landlord's  option,
lease space to the  prospective  assignee or subtenant.  If Landlord should fail to notify Tenant in writing of
its decision  within a thirty (30) day period after Landlord is notified in writing of the proposed  assignment
or  sublease,  Landlord  shall be  deemed  to have  elected  to keep  this  Lease  in full  force  and  effect.
Notwithstanding  the  foregoing,  not later  than  fifteen  (15) days  after  Tenant's  receipt  of  Landlord's
recapture  notice,  Tenant shall have the right to withdraw  Tenant's  request for  assignment or subletting by
notifying  Landlord in writing of Tenant's  intent to withdraw  such  request,  and this Lease shall  remain in
full force and effect as though Tenant had never submitted such request.

17.3     Reserved.

17.4     Tenant Remains  Liable.  No assignment,  sublease or other  transfer  consented to by Landlord,  shall
release Tenant or change  Tenant's  primary  liability to pay the Rent and to perform all other  obligations of
Tenant under this Lease.  Upon the  occurrence of any default under this Lease,  Landlord may proceed  directly
against  Tenant  without the  necessity of  exhausting  any remedies  against any  subtenant or assignee.  Upon
termination of this Lease, any permitted  subtenant shall, at Landlord's  option,  attorn to Landlord and shall
pay all Rent directly to Landlord.  Landlord's  acceptance  of Rent from any other person shall not  constitute
a waiver of any  provision of this  Article 17.  Consent to one transfer  shall not  constitute  consent to any
subsequent  transfer.  Landlord  may  consent  to  subsequent  assignments  or  modifications  of this Lease by
Tenant's  transferee,  without notifying Tenant or obtaining its consent.  Such action shall not relieve Tenant
of its liability under this Lease.

17.5     No Merger.  No merger  shall  result from  Tenant's  sublease of the  Premises  under this Article 17,
Tenant's  surrender  of this Lease or the  termination  of this Lease in any other  manner.  In any such event,
Landlord may terminate any or all subtenancies or succeed to the interest of Tenant as sublandlord thereunder.

ARTICLE 18
------------------
                                                     LIENS
                                                     -----

         Tenant will not permit any  mechanic's  lien(s) or other  liens to be placed upon the  Premises or the
Building  and  nothing in this Lease shall be deemed or  construed  in any way as  constituting  the consent or
request of Landlord,  express or implied,  by inference or otherwise,  to any person for the performance of any
labor or the  furnishing  of any  materials to the  Premises,  or any part  thereof,  nor as giving  Tenant any
right,  power,  or authority to contract for or permit the  rendering of any services or the  furnishing of any
materials  that would give rise to any mechanics' or other liens against the Premises.  If, in connection  with
any work being  performed  by Tenant or any  subtenant,  any  mechanic's  lien or other lien or charge shall be
filed or made against the Premises,  the Building or any  improvements  therein or any part thereof,  or if any
such lien or charge shall be filed or made  against  Landlord,  as owner,  then  Tenant,  at Tenant's  cost and
expense,  shall cause the same to be canceled  and  discharged  of record not later than thirty (30) days after
such lien or charge shall have been filed or made (but in any event prior to foreclosure)  by payment  thereof,
by filing a bond or otherwise,  and shall also defend any action,  suit or proceeding  which may be brought for
the  enforcement  of such lien or charge.  Tenant shall also pay any  damages,  costs and  expenses,  including
reasonable  attorney's  fees,  suffered  or  incurred  by Landlord  in  connection  with such  action,  suit or
proceeding,  and shall  satisfy and  discharge any judgment  entered  therein  within thirty (30) days from the
entering  of such  judgment  by  payment  thereof or filing of a bond or  otherwise,  unless  Tenant  elects to
contest the  judgment,  in which event  Tenant shall (i) within such thirty (30) day period,  provide  Landlord
with a bond in an amount  equal to 125% of the amount of such lien or claim,  (ii)  contest  such lien or claim
in good faith by  appropriate  proceedings,  and (iii) pay promptly any final adverse  judgment  entered in any
such  proceeding.  In the  event  that a lien  is  attached  to the  Premises  and not  removed  by  Tenant  in
accordance  with the foregoing,  then, in addition to any other right or remedy of Landlord,  Landlord may, but
shall not be obligated to,  discharge the same.  Any amount paid by Landlord for any of the aforesaid  purposes
and any expenses  incurred by Landlord in connection  with any such lien shall be paid by Tenant to Landlord on
demand as Additional Rent.

ARTICLE 19
------------------
                                                   INSURANCE
                                                   ---------

19.1     Property  Insurance.  Landlord shall maintain  property  coverage  insurance on the Building Shell and
appurtenant  structures in the Common Areas in such amounts as Landlord and any  Mortgagees  may deem necessary
or appropriate,  but in no event less than the full replacement  cost of the Building.  Such insurance shall be
maintained  at the expense of Landlord (as a part of Operating  Expenses),  and payments for losses  thereunder
shall be made solely to Landlord or the Mortgagees as their  respective  interests  shall appear.  Tenant shall
obtain and keep in force at all times during the Lease Term, a policy or policies of  insurance  covering  loss
or damage to all of the  improvements,  betterments,  income and business  contents located within the Premises
other than the Building Shell  (including all improvements  constructed  pursuant to Exhibit "D") in the amount
of the full replacement value thereof as ascertained by the Tenant's insurance  carrier,  as the same may exist
from time to time,  against all perils normally covered in an "all risk" policy  (including the perils of flood
and surface waters), as such term is used in the insurance industry.

19.2     Liability  Insurance.  Tenant shall,  at Tenant's  expense,  maintain a policy of  Commercial  General
Liability  insurance  insuring  Landlord  and Tenant  against  liability  arising  out of the  ownership,  use,
occupancy  or  maintenance  of  the  Premises.  Such  insurance  shall  be on  an  occurrence  basis  providing
single-limit  coverage  in an  amount  not less than One  Million  Dollars  ($1,000,000)  per  occurrence.  The
initial  amount of such  insurance  shall be subject to periodic  increase upon  reasonable  demand by Landlord
based upon inflation,  increased  liability awards,  recommendation  of professional  insurance  advisers,  and
other relevant factors.  However,  the limits of such insurance shall not limit Tenant's  liability nor relieve
Tenant of any  obligation  hereunder.  Landlord  shall be named as an  additional  insured on said policies and
the  policies  shall  contain  the  following  provision:  "Such  insurance  as afforded by this policy for the
benefit of Landlord shall be primary as respects any claims,  losses or  liabilities  arising out of the use of
Premises by the Tenant or by  Tenant's  operation  and any  insurance  carried by Landlord  shall be excess and
non-contributing."  The policy shall insure  Tenant's  performance  of the indemnity  provisions of Articles 14
and 20.

19.3     Requirements  for Insurance  Policies.  Insurance  required to be maintained by Tenant hereunder shall
be in companies  holding a "General  Policyholders'  Rating" of A or better and a  "financial  rating" of 10 or
better,  as set forth in the most current issue of "Best's  Insurance  Guide." Tenant shall promptly deliver to
Landlord,  within thirty (30) days of the Commencement  Date,  original  certificates  evidencing the existence
and amounts of such  insurance.  No such policy shall be  cancelable  or subject to reduction of coverage  with
respect to the Premises  except after thirty (30) days prior written notice to Landlord.  Tenant shall,  within
fifteen (15) days prior to the expiration,  cancellation or reduction of such policies,  furnish  Landlord with
renewals or "binders"  thereof.  Tenant shall not do or permit to be done anything  which shall  invalidate the
insurance policies required under this Lease.

19.4     Waiver of  Subrogation  Rights.  Tenant and  Landlord  shall  obtain from the issuer of the  insurance
policies  referred  to in  Section  19.1 a waiver of  subrogation  provision  in said  policies  and Tenant and
Landlord  hereby  release,  relieve and waive any and all rights of  recovery  against  Landlord or Tenant,  or
against the employees,  officers,  agents and representatives of Landlord or Tenant, for loss or damage arising
out of or incident to the perils  insured  against  under  Section  19.1 which perils occur in, on or about the
Premises or the  Building,  whether due to the  negligence  of Landlord or Tenant or their  agents,  employees,
contractors or invitees.  The extent of the waiver described in the immediately  preceding  sentence is limited
to the extent of insurance carried by Landlord and Tenant pursuant to Section 19.1 of this Lease.

ARTICLE 20
------------------
                                                   INDEMNITY
                                                   ---------

         20.1     Indemnity  by Tenant.  Tenant  shall  indemnify  and hold  harmless  Landlord and all agents,
servants  and  employees  of  Landlord  from and against all claims,  losses,  damages,  liabilities,  expenses
(including  reasonable  attorney  fees),  penalties and charges arising from or in connection with (i) Tenant's
use of the Premises  during the Lease Term,  or (ii) the conduct of Tenant's  business,  or (iii) any activity,
work or things done,  permitted or suffered by Tenant in or about the  Premises  during the Lease Term.  Tenant
shall  further  indemnify  and hold  harmless  Landlord  from and  against any and all  claims,  loss,  damage,
liability,  expense  (including  reasonable  attorney fees),  penalty or charge arising from any default in the
performance of any obligation on Tenant's part to be performed  under the terms of this Lease,  or arising from
any  negligence of Tenant,  or any of Tenant's  agents,  contractors,  or  employees,  and from and against all
costs,  attorney  fees,  expenses  and  liabilities  incurred in the defense of any such claim or any action or
proceeding  brought  thereon.  If any action or  proceeding be brought  against  Landlord by reason of any such
claim,  Tenant,  upon  notice  from  Landlord,  shall  defend the same at  Tenant's  expense  by legal  counsel
reasonably  satisfactory  to Landlord.  Tenant,  as a material part of its  consideration  to Landlord,  hereby
assumes  all risk of damage to  property or injury to persons in or upon the  Premises  arising  from any cause
and Tenant  hereby  waives all claims in respect  thereof  against  Landlord.  Notwithstanding  the  foregoing,
Tenant shall not be required to defend,  save  harmless or indemnify  Landlord  from any  liability for injury,
loss,  accident or damage to any person or property  resulting  from  Landlord's  negligence or willful acts or
omissions,  or those of  Landlord's  officers,  agents,  contractors  or employees.  Tenant's  indemnity is not
intended  to nor shall it relieve  any  insurance  carrier of its  obligations  under  policies  required to be
carried by Tenant  pursuant to the  provisions of this Lease to the extent that such policies cover the results
of negligent acts or omissions of Landlord, its officers,  agents,  contractors or employees, or the failure of
Landlord to perform any of its obligations under this Lease.

         20.2     Indemnity by Landlord.  Landlord  shall  indemnify and hold  harmless  Tenant and all agents,
servants  and  employees  of Tenant  from and  against  all  claims,  losses,  damages,  liabilities,  expenses
(including  reasonable  attorney fees),  penalties and charges arising from or in connection with any damage to
any person or property  resulting  solely from the gross  negligence  or  intentional  acts of Landlord or from
Landlord's failure to comply with any governmental laws,  ordinances or regulations  applicable to the Building
(but excluding the Premises)  which Landlord is required to comply with under this Lease,  and from and against
all costs,  reasonable  attorney fees,  expenses and  liabilities  incurred in the defense of any such claim or
any action or proceeding  brought  thereon.  If any action or proceeding be brought against Tenant by reason of
any such claim,  Landlord,  upon notice  from  Tenant,  shall  defend the same at  Landlord's  expense by legal
counsel reasonably  satisfactory to Tenant.  Notwithstanding  the foregoing,  Landlord shall not be required to
defend,  save  harmless or indemnify  Tenant from any  liability  for injury,  loss,  accident or damage to any
person or property  resulting  from  Tenant's  negligence  or willful acts or  omissions,  or those of Tenant's
officers, agents, contractors or employees.

ARTICLE 21
------------------
                                       DAMAGE OR DESTRUCTION TO BUILDING
                                       ---------------------------------

21.1     Partial  Destruction.  In the event that the  Premises  or the  Building  are damaged by fire or other
insured casualty and the insurance  proceeds have been made available  therefor by the holder or holders of any
mortgages  or deeds of trust  covering  the  Building,  the damage  shall be  repaired by and at the expense of
Landlord to the extent of such insurance  proceeds  available  therefor,  provided such repairs and restoration
can, in Landlord's  reasonable  opinion,  be made within one hundred  eighty (180) days after the occurrence of
such damage  without the payment of overtime or other  premiums,  and until such  repairs and  restoration  are
completed,  the Base Rent  shall be abated in  proportion  to the part of the  Premises  which is  unusable  by
Tenant in the conduct of its  business,  as may be  reasonably  determined  by Landlord  (but there shall be no
abatement of Base Rent by reason of any portion of the Premises  being  unusable for a period equal to five (5)
business  days or less).  Landlord  agrees to notify  Tenant  within sixty (60) days after such  casualty if it
estimates  that it will be unable to repair and restore the Premises  within said one hundred  eighty (180) day
period.  Such notice shall set forth the  approximate  length of time  Landlord  estimates  will be required to
complete  such  repairs  and  restoration.  Notwithstanding  anything  to the  contrary  contained  herein,  if
Landlord cannot or estimates it cannot make such repairs and  restoration  within said one hundred eighty (180)
day period,  then Tenant may, by written notice to Landlord,  cancel this Lease,  provided such notice is given
to Landlord  within  fifteen (15) days after Landlord  notifies  Tenant of the estimated time for completion of
such repairs and  restoration.  Notwithstanding  the  preceding  sentence,  Tenant may not cancel this Lease as
hereinabove  stated if the  damage to the  Premises  or the  Building  is in whole or in part the result of the
act, omission,  fault, or negligence of Tenant, its agents,  contractors,  employees,  licensees,  or invitees.
Except as provided in this  Article 21,  there shall be no  abatement  of rent and no  liability of Landlord by
reason of any injury to or  interference  with  Tenant's  business or property  arising  from the making of any
such repairs,  alterations, or improvements in or to the Building,  Premises, or fixtures,  appurtenances,  and
equipment.  Tenant  understands  that  Landlord  will not carry  insurance  of any kind on  Tenant's  property,
including  furniture and furnishings,  or on any fixtures or equipment removable by Tenant under the provisions
of this Lease,  or any  improvement  installed  in the  Premises by or on behalf of Tenant,  and that  Landlord
shall not be obligated to repair any damage thereto or replace the same.

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

ARTICLE 22
------------------
                                                 CONDEMNATION
                                                 ------------

         If the  whole or  substantially  the  whole of the  Building  or the  Premises  shall be taken for any
public or quasi-public  use, by right of eminent domain or otherwise or shall be sold in lieu of  condemnation,
then this Lease shall  terminate  as of the date when  physical  possession  of the Building or the Premises is
taken by the condemning  authority.  If less than the whole or  substantially  the whole of the Building or the
Premises is thus taken or sold,  Landlord  (whether or not the Premises are affected thereby) or Tenant (if the
Premises are  materially  affected  thereby) may terminate  this Lease by giving  written notice thereof to the
other  party,  in which  event this Lease  shall  terminate  as of the date when  physical  possession  of such
portion of the Building or Premises is taken by the  condemning  authority.  If the Lease is not so  terminated
upon any such taking or sale, the Base Rent payable hereunder shall be diminished by an equitable  amount,  and
Landlord shall, to the extent Landlord deems feasible,  restore the Building and the Premises to  substantially
their  former  condition,  but such work shall not exceed the scope of the work done by Landlord in  originally
constructing the Building and installing  Building  Standard  Improvements in the Premises,  nor shall Landlord
in any event be  required  to spend for such work an amount in excess of the amount  received  by  Landlord  as
compensation  for such  taking.  All amounts  awarded  upon a taking of any part or all of the  Building or the
Premises shall belong to Landlord,  and Tenant shall not be entitled to and expressly  waives all claims to any
such  compensation.  Notwithstanding  anything  contained  herein Tenant may bring separate  action against the
condemning  authority to recover  relocation and business  interruption  expenses  incurred,  and for the value
personal property,  fixtures and other  improvements lost, by Tenant as a result of the condemning  authority's
actions.

ARTICLE 23
------------------
                                          DAMAGES FROM CERTAIN CAUSES
                                          ---------------------------

         Landlord  shall not be liable to Tenant for any loss or damage to any  property  or person  occasioned
by theft, fire, earthquake, any other act of God, public enemy, injunction,  riot, strike,  insurrection,  war,
court order,  requisition,  or order of governmental body or authority or by any other cause beyond the control
of  Landlord.  In  addition,  Landlord  shall not be liable  for any  damage or  inconvenience  which may arise
through repair or alteration of any part of the Building or Premises.

ARTICLE 24
------------------
                                               EVENTS OF DEFAULT
                                               -----------------

         The following events (each an "Event of Default") shall constitute a default by Tenant hereunder:

a.       If Tenant  shall fail to pay when due any  installment  of Base Rent,  Additional  Rent,  or any other
amounts payable hereunder within five (5) days after the due date therefor;

b.       If this Lease or the estate of Tenant  hereunder  shall be  transferred to or shall pass to or devolve
upon any other person or party in violation of the provisions of this Lease, except as permitted herein;

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

d.       If Tenant shall file a petition in  bankruptcy  or insolvency  or for  reorganization  or  arrangement
under the bankruptcy laws of the United States or under any insolvency act of any state,  or shall  voluntarily
take  advantage  of any  such law or act by  answer  or  otherwise,  or shall  be  dissolved  or shall  make an
assignment for the benefit of creditors;

e.       If involuntary  proceedings  under any such bankruptcy law or insolvency act or for the dissolution of
Tenant  shall  be  instituted  against  Tenant,  or a  receiver  or  trustee  shall  be  appointed  of  all  or
substantially  all of the property of Tenant,  and such proceedings shall not be dismissed or such receivership
or trusteeship vacated within ninety (90) days after such institution or appointment;

f.       If Tenant shall fail to take  possession of the Premises  within thirty (30) days of the  Commencement
Date;

g.       If Tenant shall abandon the Premises;

h.       If Tenant shall fail to perform any of the other agreements,  terms,  covenants,  or conditions hereof
on  Tenant's  part to be  performed  (other  than the  obligation  to pay  Rent or any  other  charges  payable
hereunder),  and such  nonperformance  shall continue for a period of fifteen (15) days after notice thereof by
Landlord to Tenant;  provided,  however,  that if Tenant  cannot  reasonably  cure such  nonperformance  within
fifteen  (15) days,  Tenant  shall not be in default if it  commences  cure within said  fifteen  (15) days and
diligently pursues the same to completion;

i.       If Tenant shall fail to obtain a release of any mechanic's lien, as required herein;

j.       If a  guarantor  of this  Lease,  if any,  or a general  partner  of Tenant (if Tenant is a general or
limited partnership),  becomes a debtor under any state or federal bankruptcy  proceedings,  or becomes subject
to  receivership  or  trusteeship  proceedings,  whether  voluntary  or  involuntary;  except  in the case of a
guarantor,  Tenant shall not be in default if a  substitute  guarantor,  with  creditworthiness  and  financial
abilities  acceptable  to  Landlord  in  light of the  responsibilities  of  Tenant  hereunder,  and  otherwise
acceptable to Landlord, is provided to Landlord within fifteen (15) days;

k.       If fifty  percent  (50%) or more of the  personal  property  of Tenant is  seized,  subject to levy or
attachment, or similarly repossessed or removed from the Premises; or

l.       Tenant  shall fail to deliver an  Estoppel  Certificate  or  Subordination  Agreement  within the time
periods set forth in this Lease.


ARTICLE 25
------------------
                                              LANDLORD'S REMEDIES
                                              -------------------

25.1     Landlord's  Remedies.  Upon the occurrence of any Event of Default,  Landlord shall have the right, at
its election, then or at any time thereafter either:

(i)      to give  Tenant  written  notice of  Landlord's  intention  to  terminate  this Lease on the date such
notice is given or on any later date  specified  therein,  whereupon,  on the date  specified  in such  notice,
Tenant's  right to  possession  of the  Premises  shall cease and this Lease  shall  thereupon  be  terminated;
provided,  however, that all of Tenant's obligations,  including,  but not limited to, payment of the amount of
Rent and other  obligations  reserved in this Lease for the balance of the term hereof,  shall  immediately  be
accelerated and due and payable (subject to Landlord's  obligation  pursuant to Section 25.10 below to mitigate
its damages); or

(ii)     to re-enter  and take  possession  of the  Premises  or any part  thereof  and  repossess  the same as
Landlord's  former estate and expel Tenant and those claiming  through or under Tenant,  and remove the effects
of both or either,  using such force for such  purposes as may be  reasonably  necessary,  without being liable
for prosecution  thereof,  without being deemed guilty of any manner of trespass,  and without prejudice to any
remedies  for arrears of rent or  preceding  breach of  covenants or  conditions,  all in  accordance  with and
subject to  applicable  Laws.  Should  Landlord  elect to re-enter the Premises as provided in this  Paragraph,
Landlord  shall  provide  Tenant 3 days prior  notice as required by Colorado  Law.  Should  Landlord  elect to
re-enter the Premises as provided in this Paragraph  25.1(ii) or should  Landlord take  possession  pursuant to
legal  proceedings  or pursuant to any notice  provided for by law,  Landlord may,  from time to time,  without
terminating  this Lease,  relet the Premises or any part thereof in  Landlord's or Tenant's  name,  but for the
account of Tenant,  for such term or terms (which may be greater or less than the period which would  otherwise
have  constituted  the  balance of the term of this  Lease) and on such  conditions  and upon such other  terms
(which may include  concessions  of free rent and  alteration  and repair of the Premises) as Landlord,  in its
reasonable  discretion,  may  determine,  and  Landlord  may collect and receive the rents  therefor.  Landlord
shall in no way be  responsible  or liable for any failure to relet the Premises or any part thereof or for any
failure to collect any rent due upon such  reletting.  No such  re-entry or taking  possession  of the Premises
by Landlord  shall be construed  as an election on  Landlord's  part to  terminate  this Lease unless a written
notice of such  intention be given to Tenant.  No notice from Landlord  hereunder or under a forcible entry and
detainer  statute or similar law shall  constitute an election by Landlord to terminate  this Lease unless such
notice  specifically so states.  Landlord reserves the right following any such re-entry and/or  reletting,  to
exercise its right to terminate  this Lease by giving Tenant such written  notice,  in which event,  this Lease
will terminate as specified in said notice.

25.2     Effects of Landlord's  Election to Take  Possession  of Premises.  In the event that Landlord does not
elect to terminate  this Lease as permitted in Section  25.1(i)  hereof,  but on the  contrary,  elects to take
possession  as  provided  in Section  25.1(ii),  Tenant  shall pay to  Landlord  (i) the Rent and other sums as
herein provided,  which would be payable  hereunder if such  repossession  had not occurred,  less (ii) the net
proceeds,  if any, of any reletting of the Premises after deducting all Landlord's  expenses in connection with
such reletting,  including, without limitation, all repossession costs, brokerage commissions,  legal expenses,
attorney's  fees,  expenses of employees,  alteration and repair costs,  and expenses of  preparation  for such
reletting.  If, in connection  with any  reletting,  the new lease term extends beyond the existing Lease Term,
or the premises  covered thereby include other premises not part of the Premises,  a fair  apportionment of the
rent received  from such  reletting and the expenses  incurred in  connection  therewith as provided  aforesaid
will be made in  determining  the net proceeds from such  reletting.  Tenant shall pay such rent and other sums
to Landlord  monthly on the days on which the Rent would have been  payable  hereunder  if  possession  had not
been taken.

25.3     Effect of  Landlord's  Election  to  Terminate  the  Lease.  In the event  this  Lease is  terminated,
Landlord shall be entitled to recover  forthwith  against Tenant, as damages for loss of the bargain and not as
a penalty,  an aggregate sum which, at the time of such  termination of this Lease,  represents the excess,  if
any, of the  aggregate of the Rent and all other sums payable by Tenant  hereunder  that would have accrued for
the  balance of the Lease  Term over the  aggregate  rental  value of the  Premises  (such  rental  value to be
computed  on the  basis of a  tenant  paying  not only a rent to  Landlord  for the use and  occupation  of the
Premises,  but also such other  charges as are required to be paid by Tenant under the terms of this Lease) for
the  balance  of such Lease  Term,  both  discounted  to present  worth at the rate of eight  percent  (8%) per
annum.  Alternatively,  at Landlord's  option,  Tenant shall remain liable to Landlord for damages in an amount
equal to the rent and other sums  arising  under the Lease for the  balance of the Lease Term had the Lease not
been terminated,  less the net proceeds,  if any, from any subsequent  reletting,  after deducting all expenses
associated  therewith  and as  enumerated  above.  Landlord  shall be entitled to receipt of such  amounts from
Tenant  monthly on the days on which such sums would have otherwise been payable.  Landlord's  rights  pursuant
to the  foregoing  provisions  shall be subject to  Landlord's  obligation  pursuant to Section  25.10 below to
mitigate its damages.

25.4     Suits for  Recovery by  Landlord.  Suit or suits for the recovery of the amounts and damages set forth
above may be brought by  Landlord,  from time to time,  at  Landlord's  election,  and nothing  herein shall be
deemed to require  Landlord  to await the date  whereon  this Lease or the Lease  Term would have  expired  had
there been no such default by Tenant or no such termination, as the case may be.

25.5     Rents,  Issues,  and Profits  from  Subleases.  After an Event of Default by Tenant,  Landlord may sue
for or  otherwise  collect  all Rents,  issues,  and  profits  payable  under all  subleases  on the  Premises,
including those past due and unpaid.

25.6     Landlord's  Entry  Upon the  Premises  and  Other  Remedies.  After an Event  of  Default  by  Tenant,
Landlord may, without  terminating this Lease,  enter upon the Premises without being liable for prosecution of
any claim for damages,  without  being deemed  guilty of any manner of trespass,  and without  prejudice to any
other  remedies,  and do whatever  Tenant is  obligated to do under the terms of this Lease.  Tenant  agrees to
reimburse  Landlord on demand for any  expenses  which  Landlord  may incur in  effecting  compliance  with the
Tenant's  obligations  under this  Lease.  Further,  Tenant  agrees that  Landlord  shall not be liable for any
damages  resulting to Tenant from  effecting  compliance  with  Tenant's  obligations  under this  subparagraph
unless caused by the gross negligence or willful misconduct of Landlord.

25.7     No Waivers  Unless  Express.  No failure by  Landlord  to insist  upon the strict  performance  of any
agreement,  term,  covenant,  or condition  hereof or to exercise any right or remedy  consequent upon a breach
thereof,  and no  acceptance  of full or  partial  rent  during  the  continuance  of any  such  breach,  shall
constitute a waiver of any such breach of such agreement,  term, covenant,  or condition.  No agreement,  term,
covenant,  or condition  hereof to be performed or complied  with by Tenant,  and no breach  thereof,  shall be
waived,  altered,  or  modified  except by written  instrument  executed by  Landlord.  No waiver of any breach
shall affect or alter this Lease,  but each and every  agreement,  term,  covenant,  and condition hereof shall
continue  in full force and effect  with  respect to any other then  existing  or  subsequent  breach  thereof.
Notwithstanding  any unilateral  termination of this Lease,  this Lease shall continue in full force and effect
as to any provisions  hereof which, by the express terms contained  herein,  require  observance or performance
of Landlord or Tenant subsequent to termination.

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

25.9     Default Interest Rate,  Administrative  Charge, and Other Matters.  Any Rent or other amounts owing to
Landlord  hereunder  which are not paid within five (5) days of the date they are due,  shall  thereafter  bear
interest from the due date at the rate of eighteen  percent  (18%) per annum  ("Default  Interest  Rate") until
paid.  Similarly,  any amounts paid by Landlord to cure any default of Tenant or to perform any  obligation  of
Tenant,  shall,  if not  repaid by the  Tenant  within  five (5) days of demand by  Landlord,  thereafter  bear
interest  from the date  paid by  Landlord  at the  Default  Interest  Rate  until  paid.  In  addition  to the
foregoing,  Tenant  shall pay to  Landlord  whenever  any Base  Rent,  Additional  Rent,  or any other sums due
hereunder  remain  unpaid  more than five (5) days  after the due date  thereof,  an  administrative  charge to
compensate  Landlord for the costs and expenses  associated  with  handling a delinquent  account equal to five
percent (5%) of the amount due.  Further,  upon an Event of Default by Tenant,  in addition to all other rights
and remedies,  Landlord  shall be entitled to receive from Tenant all sums, the payment of which may previously
have been waived or abated by Landlord,  or which may have been paid by Landlord  pursuant to any  agreement to
grant Tenant a rental  abatement or other  monetary  inducement or concession,  including,  but not limited to,
any tenant finish  allowance,  together with interest  thereon from the date or dates such amounts were paid by
Landlord or would have been due from Tenant but for the abatement,  at the Default  Interest Rate,  until paid;
it being  understood  and agreed that such  concession  or abatement  was made on the  condition and basis that
Tenant  fully  perform  all  obligations  and  covenants  under  the  Lease  for the  entire  term.  Landlord's
acceptance  of any late charge or interest  shall not  constitute a waiver of Tenant's  default with respect to
the overdue  amount nor prevent  Landlord  from  exercising  any of the other rights and remedies  available to
Landlord under this Lease or any law now or hereafter in effect.

25.10    Remedies  Cumulative,  Costs of Collection;  Waiver of Jury Trial.  Each right and remedy provided for
in this Lease shall be  cumulative  and shall be in addition  to every  other right or remedy  provided  for in
this  Lease nor or  hereafter  existing  at law or in equity or by  statute or  otherwise,  including,  but not
limited  to,  suits  for  injunctive  or  declaratory  relief  and  specific   performance.   The  exercise  or
commencement  of the  exercise by Landlord  of any one or more of the rights or remedies  provided  for in this
Lease  now or  hereafter  existing  at law or in equity or by  statute  or  otherwise  shall not  preclude  the
simultaneous  or  subsequent  exercise by Landlord of any or all other rights or remedies  provided for in this
Lease,  or now or hereafter  existing at law or in equity or by statute or  otherwise.  Without  limitation  of
the foregoing,  Landlord  agrees to use  commercially  reasonable  efforts to mitigate its damages arising as a
result of a default by Tenant under this Lease.  All costs incurred by Landlord in connection  with  collecting
any  amounts  and  damages  owing by Tenant  pursuant  to the  provisions  of this Lease or by either  party to
enforce any provision of this Lease,  including,  by way of example, but not limitation,  reasonable attorneys'
fees from the date any such matter is turned over to an attorney,  shall also be  recoverable by the prevailing
party in any such  enforcement  action.  Landlord  from  Tenant.  Landlord  and Tenant agree that any action or
proceeding  arising out of this Lease shall be heard by a court  sitting  without a jury and thus hereby  waive
all rights to a trial by jury.

ARTICLE 26
------------------
                                              LANDLORD'S DEFAULT
                                              ------------------

         Landlord  shall be in  default  hereunder  in the  event  Landlord  has not  begun  and  pursued  with
reasonable  diligence the cure of any failure of Landlord to meet its obligations  hereunder within thirty (30)
days' of receipt by Landlord of written  notice  from  Tenant of the  alleged  failure to perform.  Such notice
shall be ineffective  unless a copy is  simultaneously  also delivered in the manner  required in this Lease to
any  Mortgagee,  provided that prior to such notice Tenant has been notified (by way of notice of Assignment of
Rents and  Leases,  or  otherwise),  of the address of a  Mortgagee.  If  Landlord  fails to cure such  default
within the time  provided,  then  Mortgagee  shall have an  additional  30 days  following a second notice from
Tenant  or, if such  default  cannot be cured  within  that  time,  such  additional  time as may be  necessary
provided within such 30 days,  Mortgagee  commences and diligently  pursues a cure  (including  commencement of
foreclosure  proceedings  if necessary to effect such cure).  Tenant's sole remedy will be equitable  relief or
actual damages as described below, but in no event is Landlord or any Mortgagee  responsible for  consequential
damages or lost  profit  incurred by Tenant as a result of any default by  Landlord.  In no event shall  Tenant
have the right to  terminate  or rescind  this Lease as a result of  Landlord's  default as to any  covenant or
agreement  contained in this Lease or as a result of the breach of any promise or  inducement  hereof,  whether
in the Lease or  elsewhere.  If  Landlord  fails to (i)  discharge  fully any of its  obligations  imposed by a
mortgage that is superior to this Lease,  or (ii) pay an Real Property Taxes  affecting the Premises,  or (iii)
make any  repairs  required  under  this  Lease or under  applicable  Laws,  then  Tenant  may (but will not be
required to),  after written  notice to Landlord of its intent to do so,  discharge  such  obligations,  as the
case may be. If  Tenant  elects  to  discharge  such  obligations,  Landlord  shall  reimburse  Tenant  for all
out-of-pocket,  third party costs incurred by Tenant to satisfy such obligations  within thirty (30) days after
Landlord's  receipt of an itemized  invoice  therefore.  In the event Landlord does not timely reimburse Tenant
for such costs,  Tenant  shall not have any right to offset  Rent  unless and until it has  received a judgment
from a court of  competent  jurisdiction  which  determines  that  Landlord was  obligated  to  discharge  such
obligations,  pay such Real Property Taxes or make such repairs and Landlord does not,  within thirty (30) days
after the issuance of the court's  order,  either (1) post the required  bond for appeal,  or (2) pay the total
damages  awarded by the court (or otherwise  remedy the default,  as  applicable);  provided,  that if Landlord
fails to take  either  such  action,  Tenant  shall have the right to an  abatement  of Rent only to the extent
necessary  to  satisfy  such  judgment.  Tenant  hereby  covenants  that,  prior  to the  exercise  of any such
remedies, it will give any Mortgagee notice and a reasonable time to cure any default by Landlord.

ARTICLE 27
------------------
                                              PEACEFUL ENJOYMENT
                                              ------------------

         Tenant shall,  and may  peacefully  have,  hold,  and enjoy the  Premises,  subject to the other terms
hereof,  provided  that Tenant pays the Rent and other sums  herein  recited to be paid by Tenant and  performs
all of Tenant's  covenants and agreements  herein  contained.  This covenant and any and all other covenants of
Landlord shall be binding upon Landlord and its successors only with respect to breaches  occurring  during its
or their respective periods of ownership of Landlord's interest hereunder.

ARTICLE 28
------------------
                                                 HOLDING OVER
                                                 ------------

         In the event of holding over by Tenant after the  expiration or other  termination of this Lease or in
the event  Tenant  continues to occupy the  Premises  after the  termination  of Tenant's  right of  possession
pursuant to Article 25 above,  Tenant  shall,  throughout  the entire  holdover  period,  pay rent equal to one
hundred fifty percent  (150%) the Base Rent and Additional  Rent which would have been  applicable had the term
of this Lease  continued  through the period of such holding over by Tenant.  If Tenant  remains in  possession
of all or any part of the Premises after the  expiration of the Lease Term,  with the express  written  consent
of Landlord:  (i) such tenancy will be deemed to be a periodic  tenancy  from  month-to-month  only;  (ii) such
tenancy will not  constitute a renewal or extension of this Lease for any further term;  and (iii) such tenancy
may be terminated  by Landlord upon the earlier of thirty (30) days' prior written  notice or the earliest date
permitted by law.  Such  month-to-month  tenancy will be subject to every other term,  condition,  and covenant
contained in this Lease  including the Base Rent and  Additional  Rent  provisions.  Nothing  contained in this
Article 28 shall be  construed  as consent by  Landlord  to any holding  over of the  Premises  by Tenant,  and
Landlord  expressly  reserves the right to require  Tenant to surrender  possession of the Premises to Landlord
upon the expiration or earlier  termination  of this Lease.  If Tenant fails to surrender the Premises upon the
expiration or earlier  termination  of this Lease despite demand to do so by Landlord,  Tenant shall  indemnify
and hold Landlord harmless from all loss or liability,  including,  without  limitation,  any claim made by any
succeeding tenant founded on or resulting from such failure to surrender.

ARTICLE 29
------------------
                                           SUBORDINATION TO MORTGAGE
                                           -------------------------

         Tenant  accepts  this Lease  subject  and  subordinate  to any  mortgage,  deed of trust or other lien
presently  existing or hereafter arising upon the Premises,  upon the Building as a whole, and to any renewals,
refinancing  and  extensions  thereof,  but Tenant agrees that any such  Mortgagee  shall have the right at any
time to  subordinate  such  mortgage,  deed of trust or other lien to this  Lease on such terms and  subject to
such  conditions as such Mortgagee may deem  appropriate in its  discretion.  Tenant agrees within fifteen (15)
days  after  request  therefore  to  execute  a  subordination  and  non-disturbance  agreement  in the form of
agreement  attached hereto as Exhibit I or such similar  agreement as Landlord may reasonably  request.  In the
                              ---------
event that any mortgage or deed of trust is foreclosed or  conveyance  in lieu of  foreclosure  is made for any
reason,   Tenant   shall,   if  requested  by  the   Mortgagee,   attorn  to  and  become  the  Tenant  of  the
successor-in-interest  to  Landlord  and in such event  Tenant  hereby  waives its right  under any  current or
future law which gives or purports to give Tenant any right to  terminate or  otherwise  adversely  affect this
Lease and the  obligations  of Tenant  hereunder.  If in connection  with  obtaining  construction,  interim or
permanent  financing for the Building,  the lender shall request  modifications to this Lease as a condition to
such financing,  Tenant will not withhold or delay its consent  thereto,  provided that such  modifications  do
not increase the  obligations of Tenant  hereunder and do not otherwise  materially  adversely  affect Tenant's
rights  hereunder.  Tenant's  failure to timely  comply with the  foregoing  requirements  shall  constitute  a
default  under this Lease for which  Tenant  shall not be entitled to any cure  period,  and in addition to all
other  remedies to which  Landlord may be entitled  under this Lease with respect to a Tenant  default,  Tenant
shall be liable to Landlord for all damages,  consequential  or otherwise,  incurred by Landlord as a result of
such default.  Notwithstanding  the foregoing,  any subordination by Tenant shall be made only on the condition
that the  Mortgagee  agrees in writing  that  Tenant's  rights  under this Lease shall not be disturbed by such
Mortgagee  as long has Tenant has paid all Rent and other sums then due and payable by Tenant and is  otherwise
not in default under this Lease beyond any applicable cure period.

ARTICLE 30
------------------
                                                   Reserved

ARTICLE 31
------------------
                                           BANKRUPTCY OR INSOLVENCY
                                           ------------------------

31.1     Deemed  Rejection  of Lease.  Subject to the  provisions  of  Section 24 (d) and (e) above,  if Tenant
becomes a debtor under  Chapter 7 of the United  States  Bankruptcy  Code (the  "Bankruptcy  Code"),  or in the
event that a petition for  reorganization  or adjustment of debts is filed  concerning the Tenant under Chapter
11 or Chapter 13 of the  Bankruptcy  Code, or a proceeding  filed under Chapter 7 is  transferred to Chapter 11
or 13, the  "Trustee" or the Tenant,  as  "Debtor-in-Possession,"  shall be deemed to have rejected this Lease.
No election by the Trustee or  Debtor-in-Possession  to assume this Lease shall be effective unless each of the
following  conditions,  which  Landlord and Tenant  hereby  acknowledge  to be  commercially  reasonable in the
context of a bankruptcy  proceeding,  has been satisfied,  and the Landlord has so acknowledged in writing: (i)
the  Trustee or  Debtor-in-Possession  has  cured,  or has  provided  the  Landlord  "adequate  assurance"  (as
hereinafter  defined) that from the date of such assumption the Trustee or  Debtor-In-Possession  will promptly
cure, all monetary and  non-monetary  defaults under the Lease;  (ii) the Trustee or  Debtor-in-Possession  has
compensated,  or has  provided  to the  Landlord  adequate  assurance  that within ten (10) days of the date of
assumption  the Landlord  will be  compensated,  for any pecuniary  loss incurred by the Landlord  arising from
default  of the  Tenant,  the  Trustee,  or the  Debtor-in-Possession  as  recited  in the  Landlord's  written
statement  of  pecuniary  loss  sent  to  the  Trustee  or  Debtor-in-Possession;  and  (iii)  the  Trustee  or
Debtor-in-Possession  has provided the Landlord with adequate  assurance of future  performance  of each of the
Tenant's,  the  Trustee's,  or the  Debtor-in-Possession's  obligations  under this Lease;  provided,  however,
that:  (x) the Trustee or  Debtor-in-Possession  shall also  deposit  with the  Landlord,  as security  for the
timely  payment  of rent  and  other  sums due  hereunder,  an  amount  equal to four  (4)  months  Base  Rent,
Additional Rent, and other monetary  charges  accruing under this Lease;  and (y) the obligations  imposed upon
the Trustee or  Debtor-in-Possession  shall  continue  with respect to the Tenant or any assignee of this Lease
after the completion of the bankruptcy proceedings.

31.2     Adequate  Assurance.  For purposes of this  Section,  Landlord  and Tenant  acknowledge  that,  in the
context of the bankruptcy  proceedings of the Tenant,  at a minimum,  "adequate  assurance" shall mean: (i) the
Trustee or  Debtor-in-Possession  will continue to have sufficient unencumbered assets after the payment of all
secured   obligations   and   administrative   expenses   to  assure   the   Landlord   that  the   Trustee  or
Debtor-in-Possession  will have sufficient  funds to fulfill all of the obligations of Tenant under this Lease;
or                (ii) the Bankruptcy  Court shall have entered an order  segregating  sufficient  cash payable
to the  Landlord,  and the  Trustee  or  Debtor-in-Possession  shall have  granted to the  Landlord a valid and
perfected  first lien and  security  interest  or mortgage in  property  of the  Tenant,  the  Trustee,  or the
Debtor-in-Possession,  acceptable as to value and kind to the Landlord,  in order to secure to the Landlord the
obligation  of the Tenant,  Trustee,  or  Debtor-in-Possession  to cure the monetary or  non-monetary  defaults
under the Lease within the time period set forth above.

31.3     Lease  Assignments  in  Bankruptcy   Proceedings.   The  following   conditions  shall  apply  to  any
assignments  of this Lease in bankruptcy  proceedings if the Trustee or  Debtor-in-Possession  has assumed this
Lease and elects to assign the Lease to any other  person,  such interest or estate of Tenant in this Lease may
be so assigned only if the Landlord has  acknowledged in writing that the intended  assignee can provide to the
Landlord  "adequate  assurance of future  performance"  (as herein defined) of all of the terms,  covenants and
conditions  of this Lease to be  performed  by the Tenant.  For the  purposes of this  provision,  Landlord and
Tenant  acknowledge  that,  in the context of a bankruptcy  proceeding,  at a minimum,  "adequate  assurance of
future performance" shall mean that each of the following  conditions has been satisfied,  and the Landlord has
so acknowledged in writing:  (i) the proposed assignee has submitted a current  financial  statement audited by
a  Certified  Public  Accountant  which  shows the net worth and working  capital  and  amounts  determined  by
Landlord to be sufficient  to assure the future  performance  by such  assignee of all of Tenant's  obligations
under this Lease;  (ii) the proposed  assignee,  if requested by the Landlord,  has obtained  guarantys in form
and substance  satisfactory  to the Landlord from one or more persons who satisfy the  Landlord's  standards of
creditworthiness;  and (iii) the Landlord  has  obtained all consents or waivers from any third party  required
under any lease, mortgage,  financing arrangement,  or other agreement by which the Landlord is bound, in order
to permit the Landlord to consent to such assignment.


ARTICLE 32
------------------
                                        AMERICANS WITH DISABILITIES ACT
                                        -------------------------------

32.1     Alterations  to Common Areas.  Landlord  shall,  subject to  reimbursement  as part of the  Building's
Operating  Expenses,  be responsible  for any  alterations,  modifications  or improvements to the Common Areas
which are required  under Title III of the Americans With  Disabilities  Act ("ADA").  Landlord  represents and
warrants that Landlord shall cause the Building Shell,  as approved by the City and County of Denver,  to fully
meet with ADA  requirements  within the local  jurisdiction  guidelines,  as these  guidelines were written and
enforced at the time of the  approval of the building  permit for the Building  Shell by the City and County of
Denver,  including access from parking lots, location of parking spaces, and emergency  lighting.  In addition,
Landlord  represents  and warrants that Landlord shall cause the Building Shell to be constructed in accordance
with all other  applicable  building  codes and  ordinances  in  existence  as of the date of  approval  of the
building permit for construction of the Building Shell.

32.2     Alterations  to Premises.  Tenant shall,  at Tenant's sole cost and expense,  be  responsible  for any
alterations,  modifications  or  improvements  to the Premises,  and the  acquisitions  of any auxiliary  aids,
required under the ADA, including all alterations,  modifications,  or improvements  required:  (i) as a result
of Tenant (or any subtenant,  assignee,  or concessionaire)  being a "Public  Accommodation" (as defined in the
ADA);  (ii) as a result of the  Premises  being a  "Commercial  Facility"  (as defined in the ADA);  (iii) as a
result of any  leasehold  improvements  made to the  Premises  by, or on behalf  of,  Tenant or any  subtenant,
assignee,  or concessionaire  (whether or not Landlord's consent to such leasehold  improvements was obtained);
or (iv) as a result  of the  employment  by Tenant  (or any  subtenant,  assignee,  or  concessionaire)  of any
individual with a disability.

32.3     "Use  Clause"  Implications.  With  respect to the use  restrictions  set forth in Section 4.1 of this
Lease,  and the  restrictions on assignments and subletting set forth in Article 17 of this Lease, it is hereby
specifically  understood and agreed that Landlord  shall have no obligation to consent to, or permit,  a use of
the  Premises,  or an  assignment  of the Lease,  or a sublease  of the  Premises  (collectively  herein a "Use
Change") if such Use Change would require the making of any alterations,  modifications, or improvements to the
Premises or the Common Areas, or the  acquisition of any auxiliary aids,  required under the ADA, unless Tenant
performs all such acts and satisfies  Landlord's  requirements  for financial  responsibility  for the costs of
such  compliance  (which may  include,  by way of  example,  posting of a  completion  bond),  Tenant  shall be
responsible for compliance with ADA in the design and layout of the Leasehold  Improvements  and Landlord shall
have no responsibility therefor.

ARTICLE 33
------------------
                                                 ATTORNEY FEES
                                                 -------------

         In the event  either  party  defaults  in the  performance  of any of the terms of this  Lease and the
other party  employs an attorney in  connection  therewith,  the  prevailing  party in any action or proceeding
instituted  to enforce  this Lease shall be entitled to recover,  in addition to any other remedy or damages to
which the  prevailing  party may be entitled to recover  pursuant  to the terms of this Lease,  its  reasonable
attorneys' fees and court costs incurred in connection with such action or proceeding.

ARTICLE 34
------------------
                                               NO IMPLIED WAIVER
                                               -----------------

         The  failure  of  Landlord  to insist at any time  upon the  strict  performance  of any  covenant  or
agreement  herein,  or to exercise any option,  right,  power or remedy  contained in this Lease,  shall not be
construed  as a waiver or a  relinquishment  thereof  for the  future.  No  payment  by Tenant  or  receipt  by
Landlord of a lesser  amount than the  monthly  installment  of Rent due under this Lease shall be deemed to be
other than on account of the earliest Rent due hereunder,  nor shall any  endorsement or statement on any check
or any letter  accompanying  any check or payment as Rent be deemed an accord and  satisfaction,  and  Landlord
may accept such check or payment without  prejudice to Landlord's  right to recover the balance of such rent or
pursue any other remedy in this Lease provided.

ARTICLE 35
------------------
                                       LIMITATION OF LANDLORD LIABILITY
                                       --------------------------------

         Redress  for any claim  against  Landlord  under this Lease shall be limited to and  enforceable  only
against and to the extent of  Landlord's  interest in the  Building or any rent or  insurance  or  condemnation
proceeds  therefrom.  The  obligations  of  Landlord  under this Lease are not  intended to be and shall not be
personally  binding on, nor shall any resort be had to, the private  properties  of any of its members,  or its
or their trustees or board of directors or officers,  as the case may be, its manager,  the partners or members
thereof,  or any  beneficiaries,  shareholders,  employees  or agents of  Landlord,  the  manager or any of the
members of Landlord  except to the extent of losses caused  directly and  proximately by Landlord's  failure to
maintain insurance coverage as required pursuant to the terms of  this Lease.

ARTICLE 36
------------------
                                               SECURITY DEPOSIT
                                               ----------------

         The  Security  Deposit  shall be paid by Tenant to Landlord on the  Commencement  Date.  The  Security
Deposit  shall be held by Landlord  without  liability  for  interest and as security  for the  performance  by
Tenant of  Tenant's  covenants  and  obligations  under this  Lease,  it being  expressly  understood  that the
Security  Deposit  shall not be  considered  an advance  payment  of rental or a measure  of damages  caused by
Tenant in case of default by Tenant.  Landlord  may  commingle  the  Security  Deposit  with  Landlord's  other
funds.  Landlord may, from time to time,  without  prejudice to any other remedy,  use the Security  Deposit to
the extent  necessary to make good any  arrearage  of rent or to satisfy any other  covenant or  obligation  of
Tenant  hereunder.  Following any such  application  of the Security  Deposit,  Tenant shall pay to Landlord on
demand the amount so applied in order to restore the  Security  Deposit to its  original  amount.  If Tenant is
not in default at the termination of this Lease, the balance of the Security  Deposit  remaining after any such
application  shall be returned  by Landlord to Tenant.  If  Landlord  transfers  its  interest in the  Premises
during the term of this Lease,  Landlord  may assign the  Security  Deposit to the  transferee  and  thereafter
shall have no further liability for the return of such Security Deposit to Tenant.

ARTICLE 37
------------------
                                                    NOTICE
                                                    ------

         Any  notice in this Lease  provided  for must,  unless  otherwise  expressly  provided  herein,  be in
writing,  and may, unless otherwise in this Lease expressly  provided,  be given or be served by depositing the
same in the United States mail,  postage paid and  certified  and  addressed to the party to be notified,  with
return  receipt  requested,  or by  delivering  the same in person to an officer of such  party,  or by prepaid
nationally  recognized  overnight courier service,  addressed to the party to be notified at the address stated
below or such other address,  notice of which has been given to the other party.  Notice  deposited in the mail
in the manner  hereinabove  described  shall be effective  from and after the  expiration of three (3) calendar
days after it is so deposited.  Notice  deposited with an overnight  courier service shall be deemed  effective
the day after such deposit.

         Notices to Landlord:       Gateway Office Four, LLC
                                    c/o Paul Powers
                                    3950 Lewiston Street, Suite 100
                                    Aurora, Colorado 80011

         With a copy to:            J. Kevin Ray, Esq.
                                    Campbell Bohn Killin Brittan   Ray, LLC
                                    270 St Paul, Suite 200
                                    Denver, Colorado 80206

         Notices to Tenant:         Frontier Airlines, Inc.
                                    12015 East 46th Avenue, Suite 200
                                    Denver, Colorado 80239-3116
                                    Attention:  Director of Properties and Facilities

         With a copy to:            Randall G. Alt, Esq.
                                    Otten, Johnson, Robinson, Neff   Ragonetti, P.C.
                                    950 17th Street, Suite 1600
                                    Denver, Colorado  80202


ARTICLE 38
------------------
                                                 SEVERABILITY
                                                 ------------

         If any term or  provision  of this Lease,  or the  application  thereof to any person or  circumstance
shall,  to any extent,  be invalid or  unenforceable,  the remainder of this Lease,  or the application of such
term  or  provision  to  persons  or  circumstances  other  than  those  as to  which  it is  held  invalid  or
unenforceable,  shall not be affected  thereby,  and each term and  provision  of this Lease shall be valid and
enforced to the fullest extent permitted by law  notwithstanding  the invalidity of any other term or provision
hereof.

ARTICLE 39
------------------
                                                  RECORDATION
                                                  -----------

         Tenant agrees not to record this Lease or any memorandum hereof.

ARTICLE 40
------------------
                                                 GOVERNING LAW
                                                 -------------

         This Lease and the rights and obligations of the parties hereto shall be interpreted,  construed,  and
enforced in accordance with the laws of the State of Colorado.

ARTICLE 41
------------------
                                                 FORCE MAJEURE
                                                 -------------

         Whenever  a period of time is herein  prescribed  for the taking of any  action by either  party,  the
affected  party shall not be liable or  responsible  for, and there shall be excluded from the  computation  of
such period of time,  any delays due to strikes,  riots,  acts of God,  shortages of labor or  materials,  war,
governmental  laws,  regulations  or  restrictions,  or any other cause  whatsoever  beyond the control of that
party.  The foregoing provisions shall not apply to the payment of Rent or other amounts due from Tenant.

ARTICLE 42
------------------
                                              TIME OF PERFORMANCE
                                              -------------------

         Except as expressly  otherwise  herein  provided,  with  respect to all  required  acts of the parties
hereto, time is of the essence of this Lease.

ARTICLE 43
------------------
                                             TRANSFERS BY LANDLORD
                                             ---------------------

         Landlord  shall  have the right to  transfer  and  assign,  in whole or in part,  all its  rights  and
obligations  hereunder  and in the  Building and  property  referred to herein,  and in such event and upon the
transfer of all of such rights and obligations  hereunder and in the Building and property  referred to herein,
Landlord  shall be released from any further  obligations  hereunder,  and Tenant agrees to look solely to such
successor in interest of Landlord for the performance of such obligations.

ARTICLE 44
------------------
                                                  COMMISSIONS
                                                  -----------

         Landlord and Tenant hereby  indemnify and hold each other harmless  against any loss,  claim,  expense
or liability  with respect to any  commissions  or brokerage  fees claimed on account of the  execution  and/or
renewal of this Lease due to any action of the  indemnifying  party.  Landlord  and Tenant each  represent  and
warrant to each other that no broker has been used in  connection  with this Lease except for the broker(s) set
forth on the Lease Summary  hereof,  which  broker(s)  shall be compensated by Landlord  absent an agreement to
the contrary.

ARTICLE 45
------------------
                                       EFFECT OF DELIVERY OF THIS LEASE
                                       --------------------------------

         Landlord  has  delivered a copy of this Lease to Tenant for  Tenant's  review  only,  and the delivery
hereof  does not  constitute  an offer to Tenant or option.  This  Lease  shall not be  effective  until a copy
executed by both Landlord and Tenant is delivered to and accepted by Landlord.

ARTICLE 46
------------------
                                              CORPORATE AUTHORITY
                                              -------------------

         Each person  signing this Lease on behalf of Tenant  represents  and warrants  that he or she has full
authority  to do so and that this  Lease  binds  the  corporation.  Not  later  than  thirty  (30)  days  after
Landlord's  written  request  therefore,  Tenant shall deliver to Landlord a certified  copy of a resolution of
Tenant's Board of Directors  authorizing  the execution of this Lease or other  evidence of Tenant's  authority
to execute this Lease reasonably acceptable to Landlord.

ARTICLE 47
------------------
                                          JOINT AND SEVERAL LIABILITY
                                          ---------------------------

         All parties  signing this Lease as Tenant shall be jointly and  severally  liable for all  obligations
of Tenant.

ARTICLE 48
------------------
                                                INTERPRETATION
                                                --------------

         The  captions  of the  Articles of this  Lease,  and each  specific  Section or  paragraph  within the
respective  Articles,  are to assist  the  parties  in  reading  this  Lease and are not a part of the terms or
provisions  of this Lease.  Whenever  required by the context of this Lease,  the  singular  shall  include the
plural and the plural  shall  include the  singular.  The  masculine,  feminine and neuter  genders  shall each
include the other.  In any provision  relating to the conduct,  acts or omissions of Tenant,  the term "Tenant"
shall include Tenant's agents,  employees,  contractors,  successors or others using the Premises with Tenant's
expressed or implied permission or acting on behalf of Tenant.

ARTICLE 49
------------------
                               INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS
                               ------------------------------------------------

         This Lease is the only  agreement  between the parties  pertaining to the lease of the Premises and no
other  agreements  are  effective.  All amendments to this Lease shall be in writing and signed by all parties.
Any other attempted amendment shall be void.

ARTICLE 50
------------------
                                             WAIVER OF JURY TRIAL
                                             --------------------

         Landlord  and  Tenant  by  this  Article  50  waive  trial  by  jury  in any  action,  proceeding,  or
counterclaim  brought by either of the  parties  to this  Lease  against  the other on any  matters  whatsoever
arising out of or in any way connected with this Lease, the  relationship of Landlord and Tenant,  Tenant's use
or occupancy of the Premises,  or any other claims (except claims for personal injury or property damage),  and
any emergency statutory or any other statutory remedy.

ARTICLE 51
------------------
                                             ESTOPPEL CERTIFICATES
                                             ---------------------

         Within  fifteen (15) days after  written  request from  Landlord,  Tenant shall execute and deliver to
Landlord  or  Landlord's  designee,  a written  certificate  in the form of  Exhibit  H,  attached  hereto  and
incorporated  herein by this reference or such other  certificate  that certifies that this Lease is unmodified
and in full force and effect  (or if there have been  modifications,  that the same is in full force and effect
as so  modified),  states the dates to which  Rent and other  charges  payable  under the Lease have been paid,
states that  Landlord is not in default  hereunder (or if Tenant  alleges a default  stating the nature of such
alleged  default)  and  further  states  such other  matters  as  Landlord  shall  reasonably  require.  Tenant
acknowledges that any such statement may be relied upon by any Mortgagee,  prospective Mortgagee,  purchaser or
prospective  purchaser  of the Building or any interest  therein.  Tenant's  failure to execute and deliver any
certificate  or agreement  hereunder  within the time required shall be Tenant's  consent that all  information
contained  therein  is true and  correct  and at  Landlord's  election  be a  default  under  this  Lease.  Any
certificate,  instrument,  and/or  agreement  referred to in this Article 51 may at  Landlord's  election be in
recordable form and may at Landlord's election be duly recorded.

ARTICLE 52
------------------
                                                   NO MERGER
                                                   ---------

         The voluntary or other  surrender of this Lease by Tenant or the  cancellation of this Lease by mutual
agreement  of Tenant and  Landlord or the  termination  of this Lease on account of Tenant's  default  will not
work a merger,  and will, at Landlord's  option,  (i) terminate all or any subleases and  subtenancies  or (ii)
operate as an  assignment  to Landlord of all or any subleases or  subtenancies.  Landlord's  option under this
Article  52 will be  exercised  by written  notice to Tenant  and all known  sublessees  or  subtenants  in the
Premises or any part of the Premises.

ARTICLE 53
------------------
                                                 COUNTERPARTS
                                                 ------------

         This Lease may be executed in  counterparts,  and, when all  counterpart  documents are executed,  the
counterparts shall constitute a single binding instrument.

ARTICLE 54
------------------
                                                   EQUIPMENT
                                                   ---------

55.1     Supplemental  Equipment.  Tenant shall have the nonexclusive right, at Tenant's sole cost and expense,
to install and maintain,  at its sole expense  certain  supplemental  equipment  adjacent to the building which
contains the Premises in accordance  with the  provisions  of this Article 54 and the other  provisions of this
Lease.  Such  supplemental   equipment  shall  be  limited  to  an  emergency  generator  with  fuel  tank,  an
uninterruptible  power supply system with batteries,  a supplemental  air  conditioning  system with condensing
units,  and one 6 foot  diameter  satellite  dish for use in  connection  with  Tenant's  business  operations,
together  with  cables  extending  from such  satellite  dish to the  Premises to be located on the roof of the
Building behind the parapet at a location  reasonably  designated by Landlord and reasonably approved by Tenant
(collectively,  the "Supplemental  Equipment").  All such Supplemental  Equipment shall be placed in a location
reasonably  approved by Landlord and Tenant.  Tenant shall have sole  responsibility and liability with respect
to any Supplemental  Equipment's  compliance with: (i) any declaration of covenants  conditions or restrictions
applicable to the Building,  (ii) the roof warranty and (iii) any law, regulation,  ordinance or zoning imposed
by any  governmental  body having  authority  over the Building.  Tenant's  inability to obtain such  approvals
shall not render  this Lease void or  voidable,  and  Landlord  will not be liable to Tenant for any  resultant
loss or damage.  Tenant's  installation  of any  Supplemental  Equipment  shall comply with the  provisions  of
Article 12 of this Lease.  Supplemental  Equipment  shall be  considered as part of the Premises and subject to
all  applicable  terms of the Lease.  The  installation  of  Supplemental  Equipment  shall be by a  contractor
approved  by  Landlord  and in  accordance  with plans and  specifications  approved  by the  Landlord  and all
applicable  governmental  authorities.  Tenant  shall be solely  responsible  for  maintaining  all  insurance,
licenses and permits for any  Supplemental  Equipment and its operation.  Tenant,  at its sole cost and expense
shall cause all  Supplemental  Equipment to be screened  from view by the public with  screening  processes and
materials  reasonably  approved  by  Landlord.  Tenant  shall have the right at its sole risk and  expenses  of
access to the  Building  rooftop  in order to perform  maintenance  on any  rooftop  Supplemental  Equipment  ;
provided  that such  access to the  Building  rooftop  shall,  except in the case of  emergency,  be upon prior
written  notice to  Landlord  and the  Landlord  shall have the right to have a  representative  present.  Upon
termination of the Lease for any reason,  Tenant shall at Tenant's  expense  promptly  remove all  Supplemental
Equipment  and restore the  Building  and the  Premises to their  condition  prior to the  installation  of the
Supplemental  Equipment.  Tenant hereby agrees to indemnify  Landlord against any damage caused to the Building
including  any damage to other  tenants in the  Building  or to the Common  Area  which  result  from  Tenant's
installation or removal of any Supplemental Equipment.  This provision shall survive termination of the Lease.

55.2     Landlord Waiver.  Landlord hereby  acknowledges that Tenant has acquired  equipment,  and will acquire
additional  equipment  (collectively,  the "Equipment"),  under the terms of one or more credit agreements with
lenders,  pursuant to which the lenders have financed  Tenant's  purchase of all or a portion of the Equipment.
A portion of the Equipment  will be installed in the Premises.  Landlord  hereby  disclaims any interest in the
Equipment.  In addition,  Landlord hereby (a) waives,  disclaims and releases any claim of ownership of or lien
on or security  interest in all or any part of the  Equipment,  whether  consensual,  statutory  or  otherwise,
including  without  limitation  any  mechanics',  artisans' or  materialmen's  lien;  (b) to the fullest extent
permitted by law,  waives all rights  granted by or under any present or future law to levy or distraint on the
Equipment,  for  any  sums  due to  Landlord;  (c) acknowledges  that,  regardless  of the  manner  or  mode of
installation  of the Equipment,  the Equipment is and shall  continue to be the personal  property of Tenant or
the  vendor  of the  Equipment,  as the case  may be;  (d) acknowledges  that  the  lenders  under  the  credit
agreements  have (or may have)  financed  Tenant's  purchase  of all or a part of the  Equipment,  and,  to the
extent  that  any of the  Equipment  has  been so  financed,  the  lenders  have a  security  interest  in such
Equipment;  (e) agrees  that the lenders and their agents may, from time to time in accordance  with the credit
agreement and, with Landlord's prior consent,  which consent shall not be unreasonably  withheld or delayed and
if  accompanied  by  Landlord,  enter upon the  Premises  where the  Equipment  is located for the  purposes of
inspecting,  repairing,  removing and/or  conducting a sale or sales of the Equipment,  and that Landlord shall
not hinder or prevent the lender or its agents from taking any such  action;  and  (f) agrees  that the lenders
and its agents are  third-party  beneficiaries  of this  section and that this  section may not be  terminated,
amended,  or modified  without the prior  written  consent of such  lenders.  The right of such lender to enter
onto the Premises shall be  conditioned  on the lender giving notice to the Landlord of its planned entry,  and
the agreement of such lender to repair any damage caused by such entry.

                                                  ARTICLE 55
                                                  ----------
                                                    PARKING
                                                    -------

         Throughout the Lease Term,  Landlord  agrees to make available for Tenant's use, at no cost to Tenant,
not  less  than  ten  (10)  parking  spaces  in the  outdoor  parking  lot to be  constructed  at the  Building
(collectively,  the  "Parking  Spaces")  for each one  thousand  (1,000)  square feet of  Rentable  Area of the
Premises,  or  approximately  one hundred sixty (160) Parking  Spaces.  Approximately  thirty percent (30%), or
approximately  forty-eight  (48) of such  Parking  Spaces  shall be  designated  for  suitable use by "compact"
vehicles  only,  with the remainder  suitable for use by standard sized  vehicles.  Tenant's use of the Parking
Spaces shall be subject to such  reasonable  rules and  regulations  as may be imposed by Landlord from time to
time so long as such rules and  regulations  are  applicable to and uniformly  enforced  against all tenants of
the  Building.  Landlord  shall make the Parking  Spaces  available  for use by Tenant at all times  during the
Lease Term,  provided,  that Landlord's  inability to make such spaces available at any time for reasons beyond
Landlord's  reasonable control shall not constitute a material breach by Landlord of its obligations  hereunder
so long as Landlord makes suitable  substitute  parking  facilities  available for Tenant's use in the vicinity
of the Building  during any period of  unavailability  of parking at the Building . All vehicles  parked in the
parking  areas  and the  personal  property  therein  shall be at the sole  risk of  Tenant,  Tenant's  agents,
employees and invitees and the users of such Parking  Spaces,  and Landlord shall have no liability for loss or
damage thereto for whatever cause.

                                                  ARTICLE 56
                                                  ----------
                                                RESTRICTED USE
                                                --------------

         Landlord  agrees  that  during the Lease  Term,  Landlord  shall not lease any other  premises  in the
Building to another tenant for use as an airline or travel related call center.

                                                  ARTICLE 57
                                                  ----------
                                                   EXHIBITS
                                                   --------

         All Exhibits as listed on the "List of  Agreements"  preceding or attached  hereto,  are  incorporated
herein and made a part of this Lease for all purposes.

         IN WITNESS  WHEREOF,  Landlord and Tenant have executed this Lease (which may be in multiple  original
counterparts) as of the day and year first above written.

LANDLORD:                                                     TENANT:

GATEWAY OFFICE FOUR, LLC,                   FRONTIER AIRLINES, INC.,
a Colorado limited liability company                          a Colorado corporation

By:    GATEWAY BUSINESS PARK, LLC, a                 By:
                                                        -----------------------------------------
       Colorado limited liability company,                    Print Name:
                                                                         ---------------------------------
       its sole member                                        Print Title:
                                                                          --------------------------------

         By:
            -----------------------------------------
              Paul Powers, President and
              Authorized Signatory








                                                         A-1


                                                                                                    Tenant Initials
                                                  EXHIBIT "A"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                               LEGAL DESCRIPTION









Landlord,  from time to time,  shall have the right to amend this legal  description to accurately  reflect the
legal parcel if and when it becomes  necessary to adjust the legal  description to accommodate  the development
of other adjacent buildings.











                                                         B-1

                                                                                                    Tenant Initials
                                                  EXHIBIT "B"
                                                  -----------

                                              GATEWAY OFFICE FOUR


                                            FLOOR PLAN OF PREMISES


                                   [To be prepared by Landlord and Tenant and
                                inserted upon execution and delivery of Lease.]







                                                         C-1

                                                                                                    Tenant Initials
                                                  EXHIBIT "C"
                                                  -----------

                                              GATEWAY OFFICE FOUR







                                                         D-2

                                                                                                    Tenant Initials
                                              OPERATING EXPENSES
                                              ------------------





                                                         C-3

                                                                                                    Tenant Initials



For purposes of this Lease, "Operating Expenses" shall not include:

                  (1)      costs related to electricity  and other  utilities,  janitorial  services,  and HVAC
         service  (including,  without  limitation,  costs to repair,  maintain  and  replace  systems  used in
         connection  with the  provision of those  services)  supplied to any areas of the  Building  which are
         leased to tenants;

                  (2)      depreciation on the Building;

                  (3)      costs  of  alterations  of  space or other  improvements  made  for  tenants  of the
         Building;

                  (4)      finders' fees and real estate brokers' commissions;

                  (5)      ground lease payments, mortgage principal or interest;

                  (6)      costs of  excess or  additional  services  provided  to any  tenant in the  Building
         which are billed directly to such tenants;

                  (7)      any cost  due to  Landlord's  breach  of any  contract,  or any  tort  liability  of
         Landlord;

                  (8)      all costs,  including legal fees,  relating to activities for the  solicitation  and
         execution of leases of space in the Building;

                  (9)      any legal fees  incurred by Landlord in enforcing  its rights under other leases for
         premises in the Building;

                  (10)     wages  (including  fringe  benefits)  of  executives  above  the  grade of  building
         manager;

                  (11)     the portion of costs  incurred in  performing  work or  furnishing  services for any
         tenant,  whether at such  tenant's or Landlord's  expense,  to the extent that such work or service is
         in excess of any work or service  that  Landlord  is obliged  to  furnish to Tenant  pursuant  to this
         Lease without additional payment by Tenant;

                  (12)     costs or expenses for which  Landlord  has  received or is to receive  reimbursement
         from the proceeds of  insurance,  condemnation  awards,  guarantee,  or any other  source  (other than
         reimbursement of Operating Expenses);

                  (13)     costs incurred in relocating tenants in the Building;

                  (14)     costs incurred in connection  with the transfer or  disposition of the Building,  or
         any portion thereof, or any interest therein,  including,  without limitation,  brokerage commissions,
         attorneys' fees and disbursements, transfer taxes, gains taxes and recording charges;

                  (15)     the cost of works of art of the quality and nature of "fine art";

                  (16)     rent paid under superior leases; and

                  (17)     the portion of any fee or expenditure  for any purpose  whatsoever  paid to Landlord
         or to an entity  affiliated  with Landlord which exceeds the amount which would be paid in the absence
         of such relationship;

                  (18)     Landlord's  general  corporate  overhead  and general and  administrative  expenses,
         except to the extent included in Landlord's management fee;

                  (19)     Advertising and promotional  expenditures,  excluding the cost of signs in or on the
         Building or project identifying the owner of the Building or project or other tenants' signs;

                  (20)     Costs  arising  from the  negligence  or fault of other  tenants or  Landlord or its
         agents,  or any  vendors,  contractors,  or providers  of  materials  or services  selected,  hired or
         engaged  by  Landlord  or  its  agents  including,  without  limitation,  the  selection  of  building
         materials;

                  (21)     any and all costs  arising from the presence of Hazardous  Materials in or about the
         Premises or the Building including,  without limitation,  hazardous  substances in the ground water or
         soil, not placed in the Premises or the Building by Tenant;

                  (22)     Landlord's charitable or political contributions;

                  (23)     Costs  associated  with the operation of the business of the  partnership  or entity
         which  constitutes  Landlord  or its  principals,  as the same  are  distinguished  from the  costs of
         operation of the project,  including partnership  accounting and legal matters, costs of defending any
         lawsuits  with any  mortgagee  (except as the  actions of Tenant may be in issue),  costs of  selling,
         syndicating,  financing,  mortgaging or hypothecating any of Landlord's interest in the project, costs
         of any  disputes  between  Landlord  and its  employees  (if any) not  engaged in  project  operation,
         disputes of Landlord with building  management,  or outside fees paid in connection with disputes with
         other tenants;

(24)     Costs of any tap fees, or any sewer water  connection  fees for the benefit of any  particular  tenant
         in the project;

(25)     Any flowers,  gifts,  balloons,  etc. provided to any entity whatsoever,  including but not limited to
         Tenant, other tenants, employees, vendors, contractors, prospective tenants and agents;

(26)     Any "validated" parking for any entity; or

(27)     "In-house"  legal and/or  accounting  fees except to the extent included in the management fee payable
         to Landlord.

Landlord  further  agrees  that since one of the  purposes of  Operating  Expenses  and the gross up  provision
herein is to allow  Landlord to require  Tenant to pay for the costs  attributable  to its  Premises,  Landlord
agrees  that  (i) Landlord  will not  collect or be  entitled  to collect  Operating  Expenses  from all of its
tenants in an amount which is in excess of one hundred percent  (100%) of the Operating  Expenses actually paid
by Landlord in  connection  with the  operation of the Building,  and  (ii) Landlord  shall make no profit from
Landlord's collections of Operating Expenses.

Landlord  estimates  that  Operating  Expenses  for the  first  year of the  Building's  operation  shall be as
follows:





ITEM:                                                                  PRICE PER SQUARE FOOT
-----                                                                  ---------------------


Irrigation Water/Exterior Lighting                                                    $0.12

Snow Removal                                                                          $0.06

Landscaping                                                                           $0.09

Management Fee                                                                        $0.29

Engineer                                                                              $0.03

Taxes                                                                                 $2.50

Insurance                                                                             $0.08

Security/Life                                                                         $0.01

Sweeping                                                                              $0.01


ESTIMATED TOTAL PER SQUARE FOOT:                                                      $3.19

The foregoing is an estimate only.  Actual Operating  Expenses may vary.  Operating  Expenses exclude utilities
and janitorial services, which Tenant shall be responsible for providing to the Premises.





                                                        D-10

                                                                                                    Tenant Initials
                                                  EXHIBIT "D"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                                  WORK LETTER



         This Work Letter  supplements the Lease Agreement (the "Lease") dated  concurrently  herewith,  by and
between GATEWAY OFFICE FOUR, LLC, a Colorado limited liability  company,  as Landlord,  and FRONTIER  AIRLINES,
INC., a Colorado  corporation,  as Tenant,  covering the Premises.  All terms not defined herein shall have the
same meaning as set forth in the Lease.

1.       Construction of Building.

                  1.1      Base Building Improvements.  Landlord has constructed,  or shall construct,  through
its contractor,  at Landlord's sole cost, a building  shell,  including the (the "Base Building  Improvements")
listed on the Revised Scope of Work dated as of December 8, 2000 and attached hereto::

                  1.2      Tenant  Improvements  Descriptions.  Tenant  shall,  at its sole  cost and  expense,
complete  all  improvements  to the  Premises  (the  "Tenant  Improvements"),  other  than  the  Base  Building
Improvements.  Without  limiting the  generality of the foregoing  description  of Base Building  Improvements,
Tenant Improvements shall include the following items:

                           a.       ceiling and lighting in the Premises;

                           b.       floor finishes in the Premises, including carpet as selected by Tenant;

                           c.       interior finishes of any kind within the Premises;

                           d.       interior  partitions,  demising  walls  (provided  that Landlord and Tenant
                                    shall each pay fifty  percent  (50%) of the cost of such  demising  walls),
                                    doors and hardware within the Premises;

                           e.       all  heating,  ventilating  and air  conditioning  equipment  and other air
                                    distribution  devices,  including  distribution  systems  and  controls  or
                                    supplemental systems;

f.       electrical  and  plumbing  services  from the core of the  Building  as  provided in the Scope of Base
                                    Building Improvements;

g.       modifications  to the automatic fire sprinkler  system as required for Tenant's layout as set forth on
                                    "Tenant's Schematic Space Plans" (as hereinafter defined);

                           h.       fire and life safety  systems  throughout the Premises,  including  without
                                    limitation exit signs, horn/strobe or intercoms and extinguishers;

                            i.      window  coverings,  consisting  of  Levelor,  Riviera or Newport  one inch,
                                    eight gauge horizontal mini-blinds in a color approved by Landlord;

                           j.       architectural and engineering  preparation of plans and  specifications for
                                    the Tenant Improvements to conform to Building standards;

                           k.       permits and fees to local jurisdictions;

                           l.       signage;

                           m.       men's and women's restroom facilities; and

                           n.       such other costs as are described in Section 3.2 hereinbelow.

2.       Plans and Specifications for Tenant Improvements.

                  2.1      Tenant has  retained  Reddy   Reddy as its  licensed  architect to prepare the plans
and  specifications  for the Tenant  Improvements.  All such plans and  specifications  shall be  submitted  to
Landlord for its approval prior to commencement of  construction  of any Tenant  Improvements.  Notwithstanding
anything to the  contrary,  Tenant has or will engage and utilize  Priest  Engineering  as its  mechanical  and
electrical engineers, which has been approved by Landlord.

                  2.2      Tenant  shall cause its  architect to furnish to Landlord  for  Landlord's  approval
space plans sufficient to convey the  architectural  design of Tenant  Improvements to be constructed by Tenant
in the Premises,  including,  without limitation,  the location of doors, partitions,  electrical and telephone
outlets,  plumbing  fixtures,  heavy floor  loads and other  special  requirements,  together  with  reflective
ceiling plans  ("Tenant's  Schematic  Space Plans").  If Landlord  shall  disapprove of any portion of Tenant's
Schematic  Space  Plans,  Landlord  shall  advise  Tenant  of such  revisions,  and  reasons  therefor,  as are
reasonably  required by Landlord for the purpose of obtaining  approval.  Tenant shall then submit to Landlord,
for Landlord's  approval,  a redesign of Tenant's  Schematic Space Plans,  incorporating the revisions required
by Landlord and such  modifications  thereof as are suggested by Tenant,  said modifications to be subsequently
approved  by  Landlord  prior to  Tenant's  submission  of  Final  Plans  (as  hereinafter  defined).  Landlord
acknowledges  that  construction  of  the  Tenant  Improvements  is  a  "fast-track"  project,  and  agrees  to
expeditiously review and cooperate with Tenant to approve Tenant's Schematic Space Plans and Final Plans.

                  2.3      Tenant  shall cause its  architect to prepare from  Tenant's  Schematic  Space Plans
(approved  by Landlord in  accordance  with  Section 2.2 above)  complete  architectural  plans,  drawings  and
specifications and, utilizing Landlord's approved  mechanical,  electrical and structural  engineers,  complete
engineered and cross  coordinated  mechanical,  electrical and structural  working  drawings for (i) all of the
Premises,  showing the  subdivision,  layout,  finish and decoration work (including  carpeting and other floor
coverings)  desired by Tenant  therefor,  and (ii) any internal or external  communications  or special utility
facilities which will require conduiting or other improvements  outside premises,  all in such form and in such
detail as may be  reasonably  required by  Landlord.  Such  complete  plans,  drawings and  specifications  are
referred to herein as the "Final Plans".  Tenant's  Final Plans shall (i) be compatible  with the Base Building
Improvements,  (ii)  comply with all  applicable  laws and  ordinances,  and the rules and  regulations  of all
governmental  authorities having jurisdiction,  and (iii) comply with all applicable insurance  regulations for
the  Building.  Tenant  shall  submit  the Final  Plans for the  approval  of  Landlord  in the same  manner as
provided in Section 2.2 above for approval by Landlord of Tenant's Schematic Space Plans.

                  2.4      Tenant  acknowledges that, unless  specifically  shown as Landlord's  responsibility
on the Final Plans,  the Tenant  Improvements  shall not include,  nor shall Landlord be  responsible  for, the
design,  construction or installation  of various  nonstructural  items which Tenant may find desirable for the
Premises   including,   without   limitation,   furniture,   trade  fixtures,   office  equipment,   telephone,
telecommunications  and data  equipment and systems,  plantscaping,  artwork or cabling  required in connection
with any of these items.  Notwithstanding  the fact that  Landlord's  architects  and engineers  shall have the
right to review  Tenant's  Schematic Space Plans and Tenant's Final Plans,  Tenant shall be solely  responsible
for the design and function of such plans,  including,  without  limitation,  their integration with all of the
Building's systems.

                  2.5      Landlord  shall  cooperate  with Tenant in obtaining  approval of the Final Plans by
all governmental agencies having jurisdiction.

                  2.6      Tenant  shall cause its  architect to provide  documentation  for all changes to the
Final Plans at the time each  change is  authorized  by  Landlord  for  construction.  Within  thirty (30) days
after the date of  substantial  completion  of the Tenant  Improvements,  Tenant's  architect  shall  submit to
Landlord  a set of  conformed  plans on mylar  incorporating  all field  changes  made and all  changes  and/or
revisions that have been made subsequent to Landlord's approval of the Final Plans.

3.       Tenant Improvements.

                  3.1      Tenant shall be solely  responsible  for the payment of all costs to  construct  the
Tenant Improvements, including all "Work Costs"  (as hereinafter defined).

                  3.2      As used herein,  "Work  Costs" mean (i) all fees and expenses  incurred by Tenant in
connection with the design and construction of the Tenant  Improvements;  (ii) the actual  contractor costs and
charges for material and labor,  contractor's  profit,  overhead and general  conditions  incurred by Tenant in
having the Tenant  Improvements  constructed in accordance with the Final Plans; (iii) governmental agency plan
check,  permit and other fees and sales and use taxes;  (iv) testing and  inspection  costs;  and (v) any paint
touch-up or repair work  necessary due to Tenant's  move into the  Premises.  Tenant hereby agrees to pay a fee
to be paid to Landlord  equal to two percent  (2%) of all Tenant Work Costs for  administration  by Landlord of
construction of the Tenant Improvements.

                  3.3      Work Costs shall also  include all costs  incurred  by Landlord in  performing  work
for Tenant during  construction  of the Building  Shell or work  performed by Landlord at Tenant's  request and
approved by Tenant in connection with the completion of the Tenant  Improvements  ("Additional  Work").  In the
event that Tenant  requests  Landlord to perform  Additional  Work associated with the Building Shell or Tenant
Improvements, the following procedure will apply:

a.       Tenant will provide a written  request for the  Additional  Work to be performed.  Tenant will provide
                  drawings as required  for a clear and accurate  determination  of the  Additional  Work to be
                  performed by Landlord.

b.       Landlord will estimate the cost of the Additional Work requested and will provide a written cost
                  response for such work, including the management fee described in Section 3.2 above.

c.       Tenant shall approve the cost of the Additional Work and shall sign off on the cost estimate prior
                  to Landlord's commencement of the Additional Work.

d.       Landlord shall submit an invoice for such Additional Work to Tenant upon Tenant's approval of the
                  cost estimate authorizing such Additional Work.  Tenant will pay Landlord for Additional
                  Work within ten (10) days following its receipt of such invoice.

                  3.4      If the Final Plans or any  amendment  thereof or  supplement  thereto  shall require
changes in the Base Building  Improvements,  the increased  cost of the Base  Building  Improvements  caused by
such  changes  shall be charged  to Tenant as  Additional  Work.  The cost  thereof  shall  include  all direct
architectural and/or engineering fees and expenses in connection therewith.

                  3.5      Landlord's  written  estimate  of the  cost  of  Additional  Work  shall  include  a
reasonable  contingency of 10% to allow for changes in the Tenant  Improvements  and/or other  unforeseen costs
and expenses arising after Tenant's approval thereof.


                  3.6      Any changes to the approved  Final Plans  ("Changes")  which are requested by Tenant
or required by any  governmental  agency  shall be forwarded  to Landlord  for  approval.  Tenant shall pay the
cost of the Changes in accordance  with the provisions of Section 3.1 above.  Any delay in the  construction of
Tenant  Improvements  as a result of Changes or payment of the cost thereof shall be a Tenant Delay (as defined
in Section 7 below).

4.       Construction.

         4.1      In  connection  with  the  construction  of the  Tenant  Improvements,  each  party  shall be
entitled  to rely upon the other  party's  construction  representative  who  shall be as  follows:  Landlord's
construction   representative   ("Landlord's   Construction   Representative"):Richard   E.   Quinn,   Tenant's
construction  representative ("Tenant's Construction  Representative"):Cornelius  "Casey" Baas. Each respective
construction  representative  shall have the  authority  to make  binding  commitments  relative  to the Tenant
Improvements  on behalf of the party  appointing  such  construction  representative.  All  inquiries of Tenant
pertaining  to  construction  of the  Building  Shell shall be directed in writing to  Landlord's  Construction
Representative.  A party may designate a substitute  construction  representative  by giving  written notice to
the other  party at any  time.  Any  representatives  of  Tenant  who  desires  to visit  the  Premises  during
construction of the Tenant Improvements must obtain the prior consent of Landlord and the General Contractor.

4.2      Early Access:  In the event Tenant  wishes to begin the Tenant  Improvements  prior to the  completion
of the  Building  Shell by  Landlord,  Landlord  will permit such access so long as the  following  (the "Shell
Improvements") have been completed:

a.       All required insurance and permits for Tenant Improvements are in place and have been issued;

b.       All perimeter concrete pour back strips have been poured;

c.       Structural roof deck and the roof substantially weather tight;

d.       Perimeter walls have been erected and welded into place;

e.       Sprinkler  mains and  laterals  and  perimeter  glass and glazing  installation  work shall be ongoing
(provided,  that if  glazing  has not been  completed,  Landlord  shall  hang  plastic  sheeting  in all window
openings in the Premises; and

f.       A punchlist for the Building Shell has been established as described in Section 5.

          Tenant  acknowledges  that the  foregoing  requirements  are for the  primary  benefit  of Tenant and
Tenant  will be  working in  cooperation  with  Landlord's  General  Contractor.  In the event  disputes  arise
between Landlord's General Contractor and Tenant's  Contractor,  Tenant's right to early access to the Premises
may be  terminated  by Landlord  without  notice with respect to the disputed  work area.  Any delays caused by
Tenant shall be considered a "Tenant Delay" (as hereinafter defined).

5.       Base  Building  Punch  List.  On  or  before  the  date  Tenant  begins  construction  of  the  Tenant
Improvements,   Landlord  shall  cause  its  General   Contractor  to  inspect  the  Premises  with  Landlord's
Construction  Representative and Tenant's  Construction  Representative and to complete a written punch list of
unfinished items of Base Building  Improvements  prior to Tenant's  construction  mobilization in the Premises.
Landlord,  Landlords General  Contractor and Tenant's  Construction  Representative  shall execute said written
punch list to indicate  approval thereof,  and Landlord shall cause its General  Contractor to correct all such
punch list items with reasonable diligence.

6.       Schedule.  Preparation and approval of Tenant's  Schematic Space Plans,  Final Plans and the Work Cost
Estimate,  if any,  shall  proceed as indicated  below and each action shall be completed on or before the date
herein specified.  Time is of the essence.

         Action                                   Responsibility                Due Date
         ------                                   --------------                --------

(i)      Submission of Tenant's                       Tenant                    Ten (10) days following
         Schematic Space Plans                                                  mutual execution of the
         to Landlord                                                            Lease

(ii)     Delivery of written                         Landlord                   Five (5) days following
         approval of Tenant's                                                   submittal of Tenant's
         Schematic Space Plans to                                               Schematic Space Plans
         Tenant (including any                                                  to Landlord
         necessary design revision comments)

(iii)    Submission of Final                          Tenant                    Twenty-one (21) days
         Plans to Landlord for                                                  following Landlord's
         approval                                                               approval of the Tenant's
                                                                                Schematic Space Plans

(iv)     Delivery of written                         Landlord                   Five (5) days following
         approval of Final Plans                                                submittal of Final Plans
         to Tenant including                                                    to Landlord
         any necessary design
         revision comments

7.       Delays.  If  Landlord  shall be  materially  delayed in  substantially  completing  the Base  Building
Improvements as a result of any of the following ("Tenant Delays"):

                  a.       Tenant's failure to complete any action item which is the  responsibility  of Tenant
                           on or before  the due date  specified  in  Section 6 above to the  extent  that such
                           failure is not caused by failure of Landlord to timely  perform its  obligations  in
                           accordance with the schedule in Section 6, or

                  b.       Any  delay  of  Tenant  in  making  payment  to  Landlord  of  the  Additional  Work
                           performed by Tenant as provided in Section 3.3 above, or

                  c.       Any other delay requested or caused by Tenant,

then the Lease Term  shall  nevertheless  commence  and the  Commencement  Date shall be the date it would have
been had the delay not occurred.

8.       Final  Acceptance  of Tenants  Premises by Landlord.  Landlord's  acceptance  of the Premises with all
         Tenant Improvements shall be subject to Tenant's delivery to Landlord of the following:

a.       Building Permit;

b.       Certificate of Occupancy;

c.       Air Balance Report;

d.       List of Subcontractors;

e.       Subcontractors' Warranties/Guaranties;

f.       Ownership and Maintenance Manuals;

g.       "As-Built" plans and specifications;

h.       General Contractor's Warranty;

i.       Confirmation that punchlist items have been completed; and

j.       Final Lien Releases

9.       Miscellaneous.  Any default by Tenant under the terms of this Work Letter  shall  constitute a default
under the Lease and shall  entitle  Landlord to exercise  all  remedies set forth  therein.  Both  Landlord and
Tenant agree to use reasonable  diligence in performing all of their  respective  obligations  and duties under
this Work  Letter and in  proceeding  with the  construction  and  completion  of the  Building  and all Tenant
Improvements in the Premises.






LANDLORD:                                                     TENANT:

GATEWAY OFFICE FOUR, LLC,                   FRONTIER AIRLINES, INC., a
a Colorado limited liability company                          Colorado corporation

By:    GATEWAY BUSINESS PARK, LLC, a                 By:
                                                        -----------------------------------------
       Colorado limited liability company,                    Print Name:
                                                                         ---------------------------------
       its sole member                                        Print Title:
                                                                          --------------------------------

         By:
            -----------------------------------------
              Paul Powers, President and
              Authorized Signatory



                                                 ATTACHMENT 1
                                                 ------------
                                                TO EXHIBIT "D"
                                                --------------

                                              GATEWAY OFFICE FOUR


                                             REVISED SCOPE OF WORK


                                                 GATEWAY PARK
                                                 OFFICE CAMPUS

                                  SINGLE STORY, MULTI-TENANT OFFICE BUILDING

                                             4400 Kittredge Street
                                               Denver, Colorado


                                               December 8, 2000


GENERAL BUILDING SPECIFICATIONS:
--------------------------------

         Building Size:                                       Approximately 62,556 SF
                                                                            ------
         Site Description:                                    Lot 1, Block 1
         Clear Height:                                        12'
         Parking Spaces Provided:                             10:1,000 s.f.  (per Frontier's lease of 16,070
                                                              -------------
                                                              s.f.)
         Bay Sizes Per Layout:                                36' x 43'
         Automatic Fire Sprinkler System:                     V-N, fully sprinkled
         One Story
         Tilt-Up Concrete Wall Construction
         Roof Insulation:                                     R-12.5
         Wall Insulation:                                     None
         Electrical Service:                                  1600 amps, 3-phase, 480 volt
         Asphalt Paving:                                      6 " in parking area, 7"-fire lane
         Slab on Grade:                                       5"
         Foundation System:                                   Spread Footings
         Utilities:                                           2" water
                                                              6" sewer
         Roof Slope:                                          1/4" : 12"


                  NOTE:  The proposed Building does not have a designed HVAC system.

DIVISION 1 - GENERAL REQUIREMENTS

1.       On-site project superintendent
2.       Project management
3.       Field engineering and layout
4.       Concrete, soil compaction, steel, and soil observation/testing
5.       Project office, telephone, and sanitary facilities
6.       Clean-up and close-out
7.       Building permit and plan check fee
8.       State and local taxes
9.       Contractor's general liability
10.      Job site safety provisions
11.      Sewer and water and drainage fees
12.      Design:  Architectural, Structural, Civil Engineering, Plumbing, Electrical, Landscape


DIVISION 2 - SITEWORK
---------------------

1.   Clear and grub site
2.   Structural excavation and backfill
3.   Rough and fine grading as required
4.       Exterior sidewalks and handicap ramps.  Perimeter sidewalks adjacent to building will have
     positive drainage away from building
5.       6" full-depth  asphalt paving in the parking lot and 7 " full-depth  asphalt in the life safety access
     areas (subject to soils engineer approval)
6.   Parking lot striping and handicap markings
7.       Four (4) new curb cuts as shown on the site plan and all on-site curb and gutter is
     included
8.   Landscaping including seeding, irrigation, sodding, deciduous and evergreen trees and shrubs
     per landscape plan
9.       Site utilities including 6" sewer and 2" water service to building from Kittredge Street,
      Contractor to field verify underground utilities and curbs at perimeter of site
10.      No underslab gravel is included
11.      Fire hydrants are included per Denver Fire Department requirements










DIVISION 3 - CONCRETE
---------------------

1.   Foundations  to consist of spread  footings.  Actual design will be per the soils  investigation  prepared
     by Ground Engineering, Project Number 00-00271, dated September 5, 2000.

2.   Slab-on-grade for each area of the facility shall be as follows:

a.       Office area:  5" thick, 3,500 psi reinforced with 6/6 x 6/6 wwf on chairs and pumped
b.       Concrete accessories as required (i.e. control joints, expansion joint material, anchor bolts,
              sawcut, etc.)
3.   Sawcut shall be caulked in all exterior concrete paving
4.       Exterior walls shall be site-cast tilt-up panels.  Panels shall have smooth painted finish.
5.       All interior slabs will be soft cut appropriately after placement
6.       During construction, exposed earth at perimeter floor slab shall be protected from erosion


DIVISION 5 - METALS
-------------------

1.   Structural steel columns, truss girders, bar joists, "B" roof deck
2.   Miscellaneous steel as required including lintels, angles, bearing plates, handrails, stairs, etc.


DIVISION 6 - CARPENTRY
----------------------

1.   Rough framing material and labor (i.e. window openings, parapet walls, and miscellaneous blocking)
2.   Material and labor for carpentry, patching, hanging of doors/hardware and other miscellaneous finish
     carpentry


DIVISION 7 - THERMAL AND MOISTURE PROTECTION
--------------------------------------------

1.       Roof:  Ballasted 45 ML EPDM over 1.9" Isocyanurate roof insulation, R-12.5, tapered EPS insulation
     crickets at low wall, 10' wide perimeter high wind ballast, 10-year roof warranty
2.       No interior wall insulation is included
3.       Caulking and flashings as required
4.       Rigid insulation at perimeter foundation walls
5.       Open faced downspouts with conductor heads located to direct water away from office and
      door locations and not direct water under pavement areas or onto sidewalk
6.       No skylights
7.       Bilco roof scuttle with safety extension posts


DIVISION 8 - DOORS, WINDOWS, GLAZING
------------------------------------

1.       Exterior window system by Southwest Aluminum of 50% Kynar anodized bronze aluminum with 1" tinted
     gray I-6 insulated glazing.  3' x 7' storefront doors with mail slots
2.       Exterior storefront doors to match exterior glazing system, with panic bars if required by code
3.       Glazing to be light gray I-6 in color
4.       Hollow metal frames and doors at exterior as shown and doors to mechanical and electrical closets
5.       Hardware assumes 11/2" pair of hinges per door leaf with commercial-grade lever sets


DIVISION 9 - FINISHES
---------------------

1.       All exterior walls, metal doors and frames, exposed flashings, and other ferrous metals shall be
     painted
2.       Drywall and metal stud framed electrical and fire sprinkler room
3.       Knox box


DIVISION 15 - MECHANICAL
------------------------

1.   Plumbing system

     a.  Utilities to building include:
         Floor drain (sprinkler room)
         Clean outs
         Site clean out
         11/2" water line meter
         11/2" reduce pressure backflow preventor
         2" water line to building and domestic line
         Sprinkler backflow preventor
         6" sewer line to building and running through building as shown
         8" fire protection water line with 8" backflow preventor

2.       Complete Automatic Fire Sprinkler System:  NFPA 13 Ordinary Hazard Group II
     Assumed water flow data:                        Static:                      85 psi
                                                     Residual:                    80 psi
                                                     Flow:                      1250 gpm
3.       Gas to a central manifold to be designed at 2lbs throughout
4.       HVAC:  Complete HVAC System and  associated  rooftop unit  screening  (per approved RTU screen detail)
     responsibility of Tenant.


DIVISION 16 - ELECTRICAL
------------------------

1.       Service1600 amp, 120/208/480 volt, 3-phase with laterals at a common electrical room
2.       One (1) 1600 amp, 480 volt, 3-phase bussed gutter
     One (1) 100 amp, 480 volt, 3-phase disconnect
     30 KVA Transformer
3.   Lighting design:
a.       No interior lighting is included
b.       4" Telephone conduit from property line to building telephone room.
c.       Sign circuits/hook up to monument sign
d.       Flow/tamper switch hook up
e.       Outside horn/strobe hook up and Fire Alarm Panel
f.       4" PVC for future power underslab
g.       2" PVC for future phones underslab
h.       Plug phone board
i.       Plug by electrical room
j.       Plug by sprinkler clock
k.       Building perimeter and parking lot lighting

4.   Emergency Power - by Tenant - will require screening of unit at Tenant's cost






                                                         E-3

                                                                                                    Tenant Initials
                                                  EXHIBIT "E"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                        BUILDING RULES AND REGULATIONS

1.       Tenant, or its officers,  agents,  employees,  contractors or vendors,  shall not obstruct  sidewalks,
doorways,  vestibules,  halls, corridors,  stairways,  lobbies and other common areas (the "Common Areas") with
refuse,  furniture,  boxes,  or other  items.  The Common  Areas shall not be used for any  purpose  other than
ingress and egress to and from the  Premises,  or for going from one part of the  Building  to another  part of
the  Building.  Tenant's  doors to the Premises  shall not be blocked open and shall remain closed at all times
unless first approved in writing by Landlord in its sole discretion.

2.       Plumbing,  fixtures and appliances shall be used only for the purposes for which  constructed,  and no
unsuitable material shall be placed therein.

3.       No signs,  directories,  posters,  advertisements,  or  notices  shall be painted on or affixed to any
portion of the  Building  or Premises or other parts of the  Building  or within  Tenant's  Premises  which are
visible from any Common Areas or the Building  exterior,  except in such color,  size,  and style,  and in such
places,  as shall be first approved in writing by Landlord,  which consent shall not be  unreasonably  withheld
or delayed.  The Premises  shall be identified by a standard  suite sign which Landlord shall order at Tenant's
expense.  Landlord  shall  have the right to remove  all  unapproved  signs  upon  prior  reasonable  notice to
Tenant,  at Tenant's  expense.  Landlord shall include one listing (or more at Landlord's sole  discretion) for
Tenant on its directory of Tenants.

4.       Except  as  otherwise  expressly  permitted  pursuant  to the  Lease,  Tenant  shall not do, or permit
anything  to be done in or about  the  Building,  or  bring  or keep  anything  therein,  that  will in any way
increase  the  possibility  of fire or  other  hazard  or  increase  rate of  fire or  other  insurance  on the
Building.  Tenant  shall not use or keep in the  Building any  inflammable  or explosive  fluid or substance or
any  illuminating  materials.  No space  heaters or portable  fans shall be operated  in the  Building.  Tenant
must submit to Landlord a  certificate  of Fire  Retardancy  for any fresh  evergreens  (i.e.  Christmas  tree,
wreaths) to be brought onto the Premises.

5.       Tenant shall cooperate with Landlord in keeping the Premises neat and clean.

6.       Tenant  shall not  interfere,  injure or annoy in any way other  tenants in the  Building,  or persons
having business with them.

7.       No animals  shall be brought into or kept in or about the  Building,  with the exception of seeing eye
dogs.

8.       When  conditions are such that Tenant must dispose of small shipping  crates or boxes,  it will be the
responsibility  of Tenant to break down and dispose of same in the refuse  container  designated  by  Landlord.
The disposal of large  shipping  crates or boxes (or other large  objects or  quantities),  which in Landlord's
sole  determination  could overload the designated  refuse  container,  must be accommodated  through  Tenant's
mover or vendor or may otherwise be prearranged through Landlord at an additional charge to Tenant's account.

9.       No machinery of any kind,  other than  ordinary  office  machines  such as  typewriters,  calculators,
facsimile  equipment,  personal computer  equipment,  telephone PBX equipment,  servers and cleaning  equipment
shall be operated on the Premises unless first approved in writing by Landlord in its sole discretion.

10.      No bicycles, motorcycles or similar vehicles will be allowed in the Building.

11.      After Normal Business Hours,  Landlord  reserves the right to exclude from the Building any person who
does  not  possess  an  authorized  means  of  access  such  as a  key,  card  key,  or a  prearranged  written
authorization  and who is otherwise  not an employee or guest of Tenant.  In no event shall Tenant allow access
to the Premises or the Building to anyone other than its officers, agents, employees, guests or vendors.

12.      Canvassing,  soliciting and peddling in Common Areas, or otherwise  within the Building,  are strictly
prohibited.  Unless otherwise  approved by Landlord in writing,  Tenant shall not use the Premises for the sale
of  newspapers,  magazines,  periodicals  or theater  tickets to other  tenants in the  Building or the general
public.  Tenant shall not use the Premises for any business or activity other than that  specifically  provided
for in Tenant's lease.  Tenant shall not make  door-to-door  solicitation of business from other tenants in the
Building.

13.      Tenant shall  initially be given  fifteen (15) keys to the  Premises by  Landlord.  No  duplicates  of
such keys shall be made by  Tenant.  Additional  keys  shall be  obtained  only from  Landlord,  at a fee to be
determined by Landlord.  No additional  locks shall be placed upon any doors unless first  approved by Landlord
in writing.  Upon  termination  of Tenant's  lease,  Tenant shall  surrender all keys to the Premises  (and, if
applicable,  card keys) to Landlord  and shall  otherwise  give  Landlord the  combination  of all locks on the
Premises.

14.      Tenant will not locate  furnishings or cabinets  adjacent to mechanical or electrical access panels or
over air  conditioning  outlets so as to prevent  operating  personnel  from servicing such units as routine or
emergency  access  may  require.  Cost of moving  such  furnishings  for  Landlord's  access  will be billed to
Tenant.

15.      Subject to rights  granted to Tenant under the Lease,  Tenant shall comply with all parking  rules and
regulations as posted and distributed by Landlord from time to time.

16.      No portion of the Building shall be used for the purpose of lodging rooms.

17.      Tenant  shall  not  waste  electricity,  water  or  other  utilities.  Tenant  will  comply  with  any
governmental  energy-saving  rules,  laws or regulations of which Tenant has received notice.  Tenant agrees to
cooperate  fully  with  Landlord  to  assure  the  effective  operation  of  the  Building's  heating  and  air
conditioning.

18.      Vending  machines or  dispensing  machines  of any kind shall not be placed in the  Premises by Tenant
other than for the sole use of Tenant and its  employees,  unless first  approved in writing by Landlord in its
sole discretion.

19.      Landlord's  written approval,  which shall be at Landlord's  reasonable  discretion,  must be obtained
prior to changing from the standard  blinds.  Landlord  will control all blinds and internal  lighting that may
be  visible  from the  exterior  or  Common  Areas of the  Building  and shall  have the  right to  change  any
unapproved blinds and lighting at Tenant's expense.

20.      Except as provided in the Lease,  Tenant shall not make any changes or  alterations  to any portion of
the Building without  Landlord's prior written approval,  which may be given on such conditions as Landlord may
require in its sole discretion.

21.      Tenant shall not use the name of the Building in connection  with or in promoting or  advertising  the
business of Tenant except as Tenant's address,  without  Landlord's prior written approval,  which may be given
on such conditions as Landlord may require in its sole discretion.

22.      Tenant shall comply with all safety,  fire  protection,  and  evacuation  procedures  and  regulations
established  by Landlord or any  governmental  agency.  Landlord  has the right to evacuate the Building in the
event of an emergency or  catastrophe.  Landlord  reserves the right to prevent access to the Building in cases
of invasion,  mob, riot,  bomb threat,  public  excitement or other commotion by closing the doors or by taking
other appropriate action.

23.      Tenant  assumes any and all  responsibility  for  protecting  the  Premises  from  theft,  robbery and
pilferage, which includes keeping doors locked when the Premises are not fully inhabited.

24.      Smoking shall not be permitted in the building.  Smoking is permitted  outside the building;  however,
smokers must utilize the ash urns which are located outside the building.

25.      Landlord has the right to designate a property  management  company to,  among other  things,  monitor
and enforce the Rules and Regulations.

26.      Tenant is solely  responsible  for the cost to maintain and repair any and all "Above  Standard" items
installed  within their  Premises  (i.e.,  computer  room air  conditioning  unit,  sinks,  garbage  disposals,
dishwashers, custom locking devices, specialty lighting, private restroom fixtures, etc.).

27.      Landlord  reserves the right to rescind any of these rules and  regulations and to make such other and
further rules and  regulations  as in its sole judgment  shall from time to time be required for the successful
and  professional  operation of the  Building,  which rules shall be binding upon each tenant and its officers,
agents, employees, guests and vendors upon delivery to tenant.






                                                         F-2

                                                                                                    Tenant Initials
                                                  EXHIBIT "F"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                            COMMENCEMENT MEMORANDUM


Frontier Airlines, Inc.

Re:      Commencement Memorandum

Dear                           :
     --------------------------

         With reference to that certain lease (the "Lease"),  dated December 15, 2000,  between  GATEWAY OFFICE
FOUR,  LLC, a Colorado  limited  liability  company  ("Landlord"),  and  Frontier  Airlines,  Inc.,  a Colorado
corporation  ("Tenant"),  you are  hereby  notified  of the  following.  All  capitalized  terms not  otherwise
defined herein shall have the same meaning as set forth in the Lease.

1.       By execution  hereof,  you  acknowledge  and agree that all  improvements or other work required of us
has been  satisfactorily  performed  and you hereby accept the Premises in full  compliance  with the terms and
conditions of the Lease.

2.       The Commencement Date of the Lease was                , and the Lease will expire at midnight
                                                ---------------                                        ------------
, 20      , if not extended or renewed or terminated earlier pursuant to the Lease.
    ------

3.       The Premises consist of               (          ) square feet of Rentable Area.
                                --------------  ----------

4.       The prorated  amount of Base Rent and  Additional  Rent for  Operating  Expenses for the partial month
of                       is $               and $                  , respectively.
------------------------     --------------      ------------------

5.       The  amount of Base Rent and  Additional  Rent for  Operating  Expenses  for the first  full  month is
$                       and $                    , respectively.
-----------------------      --------------------

6.       On             , 20   , you deposited with us a security deposit in the amount of
           -------------    ---                                                            --------------------------------
 Dollars ($            ).
           ------------

7.       Pursuant to Exhibit "K" of the Lease,  you have under certain  conditions a restricted right to expand
the    Rentable    Area   of   the    Premises    to    thousand    (   )    square    feet    of    contiguous
                                                                     ---
rentable area adjacent to the Premises located on the                (          th) floor of the Building.
                                                     ---------------   ---------


         Except as may be amended  herein,  all terms and  conditions of the Lease shall continue in full force
and  effect  and are  hereby  republished,  ratified,  and  reaffirmed  in their  entirety.  This  Commencement
Memorandum  shall be binding  upon and may be relied  upon by the  parties  hereto and their  respective  legal
representatives, successors, and assigns.


                                                     Very truly yours,

                                                     GATEWAY OFFICE FOUR, LLC,
                                                     a Colorado limited liability company

                                                     By:      GATEWAY BUSINESS PARK, LLC, a
                                                              Colorado limited liability company,
                                                              its sole member
                                                              By:
                                                                 -----------------------------------------
                                                                       Paul Powers, President and
                                                                       Authorized Signatory


Acknowledged and agreed to
this        day of                      , 20    , by
    -------       ----------------------    ----
company, Member
Frontier Airlines, Inc., a Colorado corporation


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






                                                         G-1

                                                                                                    Tenant Initials
                                                  EXHIBIT "G"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                                   Reserved








                                                         H-3

                                                                                                    Tenant Initials
                                                  EXHIBIT "H"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                             ESTOPPEL CERTIFICATE

         With  reference to that certain lease (the "Lease") dated  December 15, 2000,  between  GATEWAY OFFICE
FOUR,  LLC, a  Colorado  limited  liability  company  ("Landlord")  and  Frontier  Airlines,  Inc.,  a Colorado
corporation  ("Tenant"),  you are  hereby  notified  of the  following.  All  capitalized  terms not  otherwise
defined herein shall have the same meaning as set forth in the Lease.

         The undersigned  Tenant  certifies as follows to Landlord,  its actual and  prospective  assignees and
lenders,  and all actual and  prospective  purchasers of the Building (each of whom is irrevocably  entitled to
rely on this Estoppel Certificate):

1.       A true,  correct,  and complete  copy of the Lease  (including  all riders,  attachments,  amendments,
and/or  exhibits  thereto) is attached to this  instrument as Attachment 1 and represents the entire  agreement
between  the  Landlord  and Tenant  relating to the  Premises.  There are no oral or other  written  agreements
between Landlord and Tenant relating to the Premises or the transaction contemplated by the Lease.

2.       Tenant has accepted  possession  of the Demised  Premises  under the Lease,  and the term of the Lease
commenced on                         , 20       and will expire on                  ,      .
             ------------------------    ------                   ------------------ ------

3.       By the terms of the Lease,  Tenant is presently  obligated to pay, without present right of defense or
offset,    monthly   base   rent   of   $   .   Additionally,    Tenant   is   to   reimburse    Landlord   for
                                         ---
______________________.  Tenant has no claim  against  Landlord for any rent paid more than thirty (30) days in
advance or any deposits or other sums other than                   .
                                                 ------------------

4.       Any  improvements  contemplated  by the Lease have been completed in their entirety in accordance with
the terms of the Lease, except for                         .
                                   ------------------------

5.       The address for notice to Tenant under the Lease is correct as of the date hereof.

6.       Tenant has no right of first  refusal,  option,  or other right to purchase  the  Premises or any part
thereof, including, without limitation, the Premises.

7.       The execution of the Lease was duly authorized by Tenant,  is in full force and effect,  and is valid,
binding,  and enforceable  against Tenant in accordance with its terms.  There exists no default,  nor state of
facts  which with  notice,  the  passage of time,  or both,  could  mature into a default on the part of either
Tenant or Landlord, except for                                                                            .
                               ----------------------------------------------------------------------------

8.       There  has not been  filed by or  against  nor,  to  Tenant's  best  knowledge  and  belief,  is there
threatened  against  or  contemplated  by  Tenant,  a petition  in  bankruptcy,  voluntary  or  otherwise,  any
assignment  for the  benefit of  creditors,  any  petition  seeking  reorganization  or  arrangement  under the
bankruptcy  laws of the United States or any state thereof,  or any other action brought under said  bankruptcy
laws.

9.       Tenant has obtained all necessary  governmental  licenses and permits required to lawfully conduct its
business at the Premises,  including,  but not limited to, business,  department of health, and safety licenses
or permits.

10.      Tenant has not  assigned or  otherwise  transferred  its  interest in the Lease to any party or sublet
any portion of the Premises.

11.      Pursuant  to the  Lease,  Tenant has  deposited  with  Landlord  a  security  deposit in the amount of
                                           Dollars ($             ).
------------------------------------------           -------------

12.      By the terms of the Lease,  Tenant has under certain  conditions a restricted  right of opportunity to
expand  the   Rentable   Area  of  the   Premises  to  thousand  (  )  square  feet  of   contiguous   rentable
area adjacent to the Premises located on the             (        th) floor of the Building.

         Except as may be amended  herein,  all terms and  conditions of the Lease shall continue in full force
and effect and are hereby republished,  ratified,  and reaffirmed in their entirety.  This Certificate shall be
binding  upon and may be  relied  upon by the  parties  hereto  and  their  respective  legal  representatives,
successors, and assigns.

         IN WITNESS  WHEREOF,  the parties have  executed this  Certificate  as of the day and year first above
written.

LANDLORD:                                                     TENANT:

GATEWAY OFFICE FOUR, LLC,                   FRONTIER AIRLINES, INC.,
a Colorado limited liability company                          a Colorado corporation

By:    GATEWAY BUSINESS PARK, LLC, a                 By:
                                                        -----------------------------------------
       Colorado limited liability company,                    Print Name:
                                                                         ---------------------------------
       its sole member                                        Print Title:
                                                                          --------------------------------

         By:
            -----------------------------------------
              Paul Powers, President and
              Authorized Signatory



STATE OF                            )
         ---------------------------
                                    )       ss.
COUNTY OF                           )
          --------------------------

         This     instrument    was     acknowledged     before    me    on    ,    20    by    PAUL    POWERS,
                                                                                      ----
Authorized Signatory for GATEWAY OFFICE FOUR, LLC, a Colorado limited liability company.



                                                     (Signature of Notarial Officer)
(Seal, if any)                                       (My Commission Expires                      )
                                                                           ----------------------


STATE OF                            )
         ---------------------------
                                    )       ss.
COUNTY OF                           )
          --------------------------

         This instrument was acknowledged before me on                          , 20     by
                                                       -------------------------    ----    ----------------------------------------
 as                                          of                                                  .
    ----------------------------------------    -------------------------------------------------



                                                     (Signature of Notarial Officer)
         (Seal, if any)                              (My Commission Expires                      )
                                                                           ----------------------






                                                 ATTACHMENT 1
                                                 ------------
                                                TO EXHIBIT "H"
                                                --------------

                                              GATEWAY OFFICE FOUR


                                                LEASE AGREEMENT






                                                         I-3

                                                                                                    Tenant Initials
                                                  EXHIBIT "I"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                           SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT

         THIS  SUBORDINATION,  NON-DISTURBANCE,  AND  ATTORNMENT  AGREEMENT  (this  "Agreement")  is made  this
                 day of                              , 20       , by and among
----------------        -----------------------------    -------               ------------------------------------
 (collectively  with its  assignee(s),  "Lender"),  GATEWAY  OFFICE  FOUR,  LLC, a Colorado  limited  liability
-
company ("Landlord"),  and FRONTIER AIRLINES,  INC., a Colorado corporation ("Tenant") with respect to (i) that
certain  Lease  Agreement  dated  December  15,  2000 (the  "Lease,"  and the  premises  subject  thereto,  the
"Premises")  made by and between  Landlord and Tenant;  and (ii) the loan or proposed loan (the "Loan") made or
to be made by Lender and secured or to be secured by a deed of trust and/or other security  instrument(s)  (the
"Deed of Trust") upon the real property which the Premises is situated on (the "Real Property").

         NOW, THEREFORE, the parties agree as follows:

1.       Subordination.  The  Lease,  all  renewals  or  modifications  thereto,  and  all of  Tenant's  rights
thereunder, shall be subordinate to the rights of the Lender under the Deed of Trust.

2.       Attornment.  Tenant shall attorn to and recognize  any purchaser at a foreclosure  sale under the Deed
of Trust,  any  transferee  who acquired the Real Property by deed in lieu of  foreclosure,  and the successors
and assigns of such purchaser,  as its landlord for the unexpired  balance (and any  extensions,  if exercised)
of the Lease, on the same terms and conditions as are set forth in the Lease.

3.       Non-Disturbance.  If it becomes  necessary to foreclose the Deed of Trust,  or if a purchaser or other
transferee  acquires the Real  Property in  accordance  with  Paragraph 2, the Lease shall remain in full force
and effect and  neither  Lender nor such other  transferee  shall  terminate  the Lease,  nor  interfere  with,
abridge,  or limit  Tenant's  use,  possession,  or  enjoyment  of the  Premises or any of Tenant's  rights and
privileges  under the Lease,  nor join Tenant in summary or  foreclosure  proceedings.  The preceding  sentence
shall  apply  only  so long as  Tenant  is not in  material  default  under  any of the  terms,  covenants,  or
conditions of the Lease beyond any applicable grace or cure period.

4.       Effects of Succession of Lender to Landlord's  Interest in the Real  Property.  If Lender  succeeds to
the  interest  of  Landlord  under the Lease,  Lender  shall not be: (i) liable for any act or  omission of any
prior landlord  (including  Landlord);  (ii) liable for the return of any security  deposit unless such deposit
has been  delivered  to Lender by Landlord or is in an escrow fund  available to Lender;  (iii)  subject to any
offsets or defenses that Tenant might have against any prior landlord (including  Landlord);  (iv) bound by any
rent or  additional  rent that  Tenant  might have paid for more than the current  month to any prior  landlord
(including  Landlord);  (v) bound by any  amendment,  modification,  or  termination  of the Lease made without
Lender's  consent;  or (vi) bound by any termination of the Lease given by Landlord to Tenant without  Lender's
prior  written  consent,  except for any option  originally  granted to Tenant in the Lease to terminate all or
any portion of the Lease.

5.       Payments  by Tenant  Upon  Landlord  Default.  Landlord  has agreed  under the Deed of Trust and other
documents  pertaining  to the Loan that  rentals  payable  under the Lease shall be paid  directly by Tenant to
Lender upon  default by Landlord  under the Deed of Trust.  After  receipt of notice from Lender to Tenant that
rentals  under the Lease shall be paid to Lender,  Tenant shall pay to Lender,  or at the  direction of Lender,
all  monies  due or to  become  due to  Landlord  under the  Lease.  Tenant  shall  have no  responsibility  to
ascertain  whether  such  demand by Lender  is  permitted  under  the Deed of  Trust,  or to  inquire  into the
existence of a default.  Landlord  hereby waives any right,  claim, or demand it may now have or hereafter have
against  Tenant by reason of such payment to Lender,  and any such payment shall  discharge  the  obligation of
Tenant to make such payment to Landlord,  and Tenant  shall make such  payment  notwithstanding  any claim from
Landlord that no default by Landlord  exists.  Lender shall defend,  indemnify,  and save Tenant  harmless from
any claims,  losses,  expenses, or liabilities  (including reasonable attorney fees and other costs of defense)
asserted by Landlord arising out of Tenant's complying with Lender's instructions under this Paragraph.

6.       Notice and Right to Cure to Lender of Defaults by Landlord  Under  Lease.  Tenant  shall give  Lender,
by certified  mail,  return receipt  requested,  or by commercial  overnight  delivery  service,  a copy of any
notice of default  Tenant  serves on Landlord.  If Landlord  shall have failed to cure such default  within the
time  provided for in the Lease,  then Lender shall have an  additional  ten (10) days within which to cure any
default  capable to being cured by the  payment of money and an  additional  thirty  (30) days within  which to
cure any other  default.  If such  default  cannot be cured  within  that  time,  then  Lender  shall have such
additional  time as may be  reasonably  and  commercially  necessary to cure such default if within such thirty
(30) days Lender has commenced and is diligently  pursuing remedies necessary to cure such default  (including,
but not limited to,  commencement  of foreclosure  proceedings,  if necessary),  in which event the Lease shall
not be terminated while such remedies are being diligently pursued.

7.       Successors  and  Assigns.  This  Agreement  shall be binding on and shall  inure to the benefit of the
parties hereto and their successors and assigns.

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

LENDER:


By:
   --------------------------------------------------
Its:
    -------------------------------------------------

LANDLORD:                                                     TENANT:

GATEWAY OFFICE FOUR, LLC,                   FRONTIER AIRLINES, INC.,
a Colorado limited liability company                          a Colorado corporation

By:    GATEWAY BUSINESS PARK, LLC, a                 By:
                                                        -----------------------------------------
       Colorado limited liability company,                    Print Name:
                                                                         ---------------------------------
       its sole member                                        Print Title:
                                                                          --------------------------------

         By:
            -----------------------------------------
              Paul Powers, President and
              Authorized Signatory

STATE OF                            )
         ---------------------------
                                    )       ss.
COUNTY OF                           )
          --------------------------

         This instrument was acknowledged before me on                             by
                                                       ---------------------------    ----------------------------------------------
as                                  of                                  .
   --------------------------------    ---------------------------------



                                                     (Signature of Notarial Officer)
(Seal, if any)                                       (My Commission Expires                      )
                                                                           ----------------------










STATE OF                            )
         ---------------------------
                                    )       ss.
COUNTY OF                           )
          --------------------------

         This     instrument    was     acknowledged     before    me    on    ,    20    by    PAUL    POWERS,
                                                                                      ----
Authorized Signatory of GATEWAY OFFICE FOUR, LLC, a Colorado limited liability company.



                                                     (Signature of Notarial Officer)
(Seal, if any)                                       (My Commission Expires                      )
                                                                           ----------------------


STATE OF                            )
         ---------------------------
                                    )       ss.
COUNTY OF                           )
          --------------------------

         This instrument was acknowledged before me on                          by
                                                       ------------------------    ----------------------------------------
as                                   of                                         .
   ---------------------------------    ----------------------------------------



                                                     (Signature of Notarial Officer)
(Seal, if any)                                       (My Commission Expires                      )
                                                                            ---------------------






                                                         J-1

                                                                                                    Tenant Initials
                                                  EXHIBIT "J"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                                   Reserved





                                                         K-3

                                                                                                    Tenant Initials
                                                  EXHIBIT "K"
                                                  -----------

                                              GATEWAY OFFICE FOUR

                                             RIGHT OF FIRST OFFER

         THIS RIGHT OF FIRST  OFFER is attached  to the Lease  between  GATEWAY  OFFICE  FOUR,  LLC, a Colorado
limited liability company ("Landlord") and FRONTIER AIRLINES, INC., a Colorado corporation ("Tenant").

1.       Provided at least one year  remains on the Lease Term,  Tenant  shall have a right of first offer with
respect to any  contiguous  Rentable  Area  adjacent to the Premises  which become vacant during the Lease Term
(the "First  Offer  Space") as outlined  on  Attachment  1 to this  Exhibit of the Lease.  Notwithstanding  the
foregoing  (i) such first offer  right of Tenant  shall  commence  only  following  the  expiration  or earlier
termination of any existing lease  pertaining to each such  particular  First Offer Space,  and the first lease
pertaining  to  each  such  First  Offer  Space  entered  into  by  Landlord  after  the  date  of  this  Lease
(collectively,  the "Superior Leases"),  including any renewal of such existing or future lease, whether or not
such renewal is pursuant to an express  written  provision in such lease,  and  regardless  of whether any such
renewal is consummated  pursuant to a lease amendment or a new lease,  and (ii) such first offer right shall be
subordinate and secondary to all rights of expansion,  first refusal,  first offer or similar rights granted to
(1) other  tenants of the  Building  leasing  more  Rentable  Area in the  Building  than that leased to Tenant
hereunder,  or (2) the tenants of the Superior Leases (the rights  described in items (i) and (ii), above to be
known  collectively as "Superior  Rights").  Tenant's right of first offer shall be on the terms and conditions
set forth in this Exhibit "K."

2.       Landlord shall notify Tenant from time to time when Landlord  determines  that Landlord shall commence
the  marketing of any First Offer Space because such space shall become  available for lease to third  parties,
where no  holder of a  Superior  Right  desires  to lease  such  space.  Landlord  shall  notify  Tenant of the
availability  of and offer to lease to Tenant  First  Offer Space by delivery to Tenant of a notice (the "First
Offer Space Option Notice"),  which shall (i) describe the specific First Offer Space, (ii) contain  Landlord's
its determination of the amount of the fair market rent for such First Offer Space, which  determination  shall
be in the discretion of Landlord and shall be final,  (iii)  disclose the then existing  state of  improvements
and  condition  of such  space,  (iv)  specify  the length of the term which  Landlord is willing to lease such
First Offer Space,  and (v) set forth the approximate  date Tenant would be entitled to take possession of such
space.  Tenant  shall have ten (10)  business  days from  receipt of the First  Offer  Space  Option  Notice to
accept or reject the offer for all of such  space.  Tenant may  exercise  its right only as to all of any First
Offer Space  offered to Tenant and only on the terms and  conditions  set forth in the First Offer Space Option
Notice.  Any  attempt to exercise  its offer to less than all of any First Offer Space  offered to Tenant or on
terms or  conditions  other  than as set forth in the First  Offer  Space  Expansion  Notice  shall be null and
void.  If Tenant  accepts the offer,  such space shall  become part of the  Premises  and Tenant shall be bound
with  respect to such space by the terms and  conditions  of this  Lease,  as modified by the First Offer Space
Option Notice.  If Tenant does not notify  Landlord  within such ten (10) business days of Tenant's  acceptance
of the offer for all of such  space,  then  Landlord  shall  thereafter  have the right to lease such space not
taken by Tenant to other  persons on such terms and  conditions  as Landlord may elect;  provided,  that in the
event any of the  financial  terms set forth in the First Offer Space  Option  Notice are modified by more than
ten (10%)  percent  within a period of one hundred  twenty (120) days  subsequent  to the delivery of the First
Offer Space Option  Notice to Tenant,  or in the event that  Landlord has not entered into a lease with a third
party during such one hundred  twenty (120) day period,  then before  entering into a lease with a third party,
Landlord  shall  deliver a First Offer Space Option Notice to Tenant to afford Tenant  another  opportunity  to
evaluate  such  revised  terms or to  reconsider  its  desire to lease the First  Offer  Space on the terms and
conditions previously offered by Landlord to Tenant.

3.       If  Tenant  timely  exercises  Tenant's  right to lease  the First  Offer  Space as set forth  herein,
Landlord  and Tenant  shall  execute an  amendment  adding  such First  Offer Space to this Lease upon the same
non-economic  terms and  conditions  as  applicable  to the initial  Premises  (other than  Tenant's  Option to
Terminate,  which  shall not apply to Tenant's  lease of the First Offer  Space),  and the  economic  terms and
conditions  as provided in this Exhibit  "K."  Thereafter,  the total Base Rent payable  under this Lease shall
be the sum of the Base  Rent for all  First  Offer  Space  added to the  Premises  plus the Base  Rent  already
payable  under the Lease.  Tenant shall  commence  payment of Base Rent for the First Offer Space and the Lease
Term of the First Offer Space shall commence upon the date of delivery of such space to Tenant.

4.       Tenant  shall  accept all First Offer Space in its then  "as-is"  condition  as disclosed in the First
Offer Space Option  Notice and Landlord  shall not be required to perform any work or furnish any  materials in
order to prepare  such First  Offer  Space for  Tenant's  occupancy.  Tenant  shall be  entitled  to  construct
improvements  in the First Offer Space in  accordance  with the  provisions  of this Lease  including,  without
limitation, Exhibit "D" hereof.

5.       The rights set forth in this Exhibit "K," and Landlord's  obligations with respect  thereto,  shall be
personal to the original  Tenant and any assignee to which the original  Tenant's entire interest in this Lease
has been  assigned  pursuant to the Lease and may only be  exercised by the  original  Tenant or such  assignee
(but not any  subtenant or other person or entity).  The right of first offer  granted  herein shall  terminate
as to a  particular  First Offer  Space upon the  failure by Tenant to  exercise  its right of first offer with
respect  to such First  Offer  Space as offered by  Landlord.  Tenant  shall not have the right to lease  First
Offer  Space  if,  as of the date of the  attempted  exercise  of any right of first  offer by  Tenant,  or, at
Landlord's  option,  as of the  scheduled  date of delivery  of such First Offer Space to Tenant,  Tenant is in
default under this Lease after any applicable notice and cure periods.





                                                    ATTACHMENT 1
                                                    ------------
                                                TO EXHIBIT "K"
                                                --------------

                                              GATEWAY OFFICE FOUR


                                               FIRST OFFER SPACE`