<PAGE>

                                                                   Exhibit 10.13

                                 BANNOCK CENTER
                             (900 BANNOCK BUILDING)

                                 OFFICE BUILDING


                                      LEASE


                                    AGREEMENT


                                     between


                                 938 BANNOCK LLC

                                    Landlord


                                       and


                                  INFLOW, INC.

                                     Tenant





<PAGE>

                                TABLE OF CONTENTS


ARTICLE 1. REFERENCE DATA

ARTICLE 2. LEASED PREMISES AND TERM
     Section 2.1. Leased Premises
     Section 2.2. Term
     Section 2.3. Completion of Leased Premises
     Section 2.4. Commencement and Expiration Date Agreement
     Section 2.5. Tenant's Entry Upon Premises Before Commencement Date
     Section 2.6. Occupancy of Leased Premises
     Section 2.7. After Hours Access

ARTICLE 3. RENT AND SECURITY DEPOSIT
     Section 3.1. Fixed Rent and First Monthly Rent Payment
     Section 3.2. Additional Rent and Rent Defined
     Section 3.3. Past Due Rent and Additional Rent
     Section 3.4. Security Deposit

ARTICLE 4. TENANT'S SHARE OF OPERATING COSTS
     Section 4.1. Definitions
     Section 4.2. Adjustment in Operating Costs
     Section 4.3. Tenant's Share of the Increase in the Operating Costs
     Section 4.4. Reduction in the Event of Casualty or Taking by Eminent Domain

ARTICLE 5. CONDUCT OF BUSINESS BY TENANT
     Section 5.1. Use of Leased Premises
     Section 5.2. Compliance with Laws and Requirements of Public Authorities
     Section 5.3. Rules and Regulations
     Section 5.4. Permitted Weight Loads
     Section 5.5. Signage

ARTICLE 6. COMMON AREA
     Section 6.1. Control of Common Area
     Section 6.2. Parking

ARTICLE 7. REPAIRS, ALTERATIONS AND MECHANICS' LIENS
     Section 7.1. Repairs
     Section 7.2. Alterations
     Section 7.3. Mechanics' Liens

ARTICLE 8. UTILITIES AND BUILDING SERVICES
     Section 8.1. Utilities and Services Provided
     Section 8.2. Interruption of Services
     Section 8.3. Energy Conservation and Security Policies

ARTICLE 9. TENANT'S PROPERTY TAX AND OTHER TAXES

ARTICLE 10. INSURANCE AND INDEMNITY
     Section 10.1. Tenant's Insurance
     Section 10.2. Indemnity and Non-Liability
     Section 10.3. Waiver of Subrogation

ARTICLE 11. DAMAGE BY CASUALTY
     Section 11.1. Notice
     Section 11.2. Restoration of Improvements
     Section 11.3. Damage During Last Year of Lease Term

ARTICLE 12. RIGHTS RESERVED TO LANDLORD
     Section 12.1. Access to Leased Premises
     Section 12.2. Relocation of Leased Premises
     Section 12.3. Additional Rights

ARTICLE 13. EMINENT DOMAIN
     Section 13.1. Taking of Leased Premises
     Section 13.2. Partial Taking of Building
     Section 13.3. Surrender
     Section 13.4. Rent Adjustment for Partial Taking of Leased Premises
     Section 13.5. Awards

ARTICLE 14. ASSIGNMENT AND SUBLETTING
     Section 14.1. Consent Required

ARTICLE 15. BANKRUPTCY
     Section 15.1. Prior to Commencement Date
     SectIon 15.2. During the Term of this Lease
     Section 15.3. Measure of Damages
     Section 15.4. Adequate Assurance of Future Performance

ARTICLE 16. TENANT'S DEFAULT
     Section 16.1. Events of Default
     Section 16.2. Termination or Re-Entry
     Section 16.3. Damages

<PAGE>

                          TABLE OF CONTENTS (continued)


ARTICLE 17. SURRENDER
     Section 17.1. Possession
     Section 17.2. Trade Fixtures, Personal Property and Improvements
     Section 17.3. Merger
     Section 17.4. Payments After Termination

ARTICLE 18. HOLDING OVER

ARTICLE 19. NO WAIVER; REMEDIES CUMULATIVE
     Section 19.1. No Waiver
     Section 19.2. Remedies Cumulative

ARTICLE 20. ESTOPPEL CERTIFICATE, SUBORDINATION ATTORNMENT
     Section 20.1. Estoppel Certificate
     Section 20.2. Subordination
     Section 20.3. Attornment
     Section 20.4. Mortgages

ARTICLE 21. QUIET ENJOYMENT

ARTICLE 22. NOTICES

ARTICLE 23. MISCELLANEOUS PROVISIONS
     Section 23.1. Governing Law
     Section 23.2. Construction
     Section 23.3. Security Services
     Section 23.4. Parties Bound
     Section 23.5. No Representations by Landlord
     Section 23.6. Brokers
     Section 23.7. Severability
     Section 23.8. Force Majeure
     Section 23.9. Definition of Landlord
     Section 23.10. No Option
     Section 23.11. Exculpatory Clause
     Section 23.12. Attorneys' Fees
     Section 23.13. No Recording



                                    EXHIBITS


EXHIBIT A (Plan Showing Leased Premises)

EXHIBIT B (Work Letter)

EXHIBIT C (Depiction of Parking Area)

EXHIBIT D (Rules and Regulations)

EXHIBIT E (Depiction of Generator Pad)
<PAGE>

                                      LEASE


     This Lease is made between Landlord and Tenant named in Article 1 as of the
date set forth in Article 1 Landlord and Tenant, in consideration of the
covenants contained in this Lease, agree as follows:

ARTICLE 1. REFERENCE DATA

     Each reference in this Lease to any of the following subjects shall be
construed to incorporate the information stated for that subject in this
Article 1:

DATE OF LEASE:             October 11, 1999.

LANDLORD:                  938 Bannock LLC

PROPERTY MANAGER:          Venture Group Real Estate Management, Inc.

LANDLORD'S AND PROPERTY MANAGER'S ADDRESS:
              c/o Venture Group Real Estate      copy to: Mr. Bruce Berger
              Management, Inc.                            Bruce Berger Realty
              5299 DTC Boulevard, Suite 240               960 Cherokee Street
              Englewood, CO 80111                         Denver, CO 80204
                                                          303/572-1188

TENANT:                    INFLOW, INC., a Delaware corporation

TENANT'S ADDRESS:

Prior to Commencement Date:
                           1860 Lincoln, Suite 305
                           Denver, CO 80295
                           attn: Legal Department

After Commencement Date:

INFLOW, INC.
938 Bannock Street
Denver, CO 80204
attn: Legal Department

PREMISES or LEASED PREMISES: That specific building known as 900 Bannock Street
containing approximately 9,912 rentable square feet of space as depicted on
Exhibit A attached hereto and Incorporated herein by this reference.

TENANT'S USE OF THE LEASED PREMISES: General office, computer and
telecommunications equipment room, and network operations center

BUILDING:                  900 Bannock Building

BUILDING ADDRESS:          900 Bannock Street
                           Denver, CO 80204

SCHEDULED COMPLETION DATE FOR LANDLORD'S WORK: See Work Letter

COMMENCEMENT DATE:         November 1,1999.

EXPIRATION DATE:           January 31, 2010.

TERM: One Hundred Twenty Three (123) Months

RENTABLE SQUARE FEET OF LEASED PREMISES 9,912 SQ. FT.

RENTABLE SQUARE FEET OF BUILDING: 9,912 SQ. FT.

<TABLE>
<CAPTION>
FIXED RENT:                                        Monthly Fixed Rent   Annual Fixed Rent
<S>                                                <C>                  <C>
              Lease Years 1 - 5                    $11,068.40           $132,820.80
              Lease Years 6 - end of initial term  $12,720.40           $152,644.60
</TABLE>

     "Lease Year" shall mean each twelve (12) month period beginning with the
Commencement Date, or any anniversary thereof, and ending on the preceding day
one (1) year later; provided, however, that if the Commencement Date is a date
other than the first day of a calendar month, the first Lease Year shall include
the days from the Commencement Date to the first day of the following calendar
month, and each subsequent Lease Year shall commence on the anniversary of the
first day of such calendar month.

LANDLORD'S OPERATING COST LIMITATION: Operating Costs for the Building for
Calendar Year 2000, which includes property taxes payable in the year 2001 for
the year 2000.

     (Tenant's Pro Rata Share of any Increase in Operating Costs over Landlord's
Operating Cost Limitation: 100%)

FIRST YEAR FOR TENANT'S PAYING OPERATING COST ESCALATION:

     Year Beginning January 1, 2001.

TENANT FINISH COST: See Work Letter

SECURITY DEPOSIT: $22,136.80

GUARANTOR:   N/A

                                       1
<PAGE>

NUMBER OF PARKING SPACES: 11 surface parking spaces (subject to provisions of
                          Section 6.2)

BROKER: Venture Group Real Estate, L.L.C. for Landlord; Liberty-Greenfield,
        LLLP for Tenant

SPECIAL PROVISIONS: See Attached Rider

     The Exhibits listed below in this Section are incorporated in this Lease by
reference and are to be construed as part of this Lease:

     (a)      Exhibit A, Plan Showing Leased Premises.
     (b)      Exhibit B, Work Letter.
     (c)      ExhibIt C, Depiction of Parking Area
     (d)      Exhibit D, Rules and Regulations.
     (e)      Exhibit E, Depiction of Generator Pad
     (f)      Rider

ARTICLE 2. LEASED PREMISES AND TERM

     Section 2.1. Leased Premises. Landlord hereby leases to Tenant, and Tenant
                  ---------------
hereby leases from Landlord, the premises described below, upon and subject to
the covenants, agreements, terms, conditions, limitations, exceptions and
reservations of this Lease. Landlord and Tenant covenant and agree as a material
part of the consideration for this Lease to keep and perform all of the
covenants, agreements, terms and conditions by each of them to be kept and
performed under this Lease, and this Lease is made upon the condition of such
performance.

     The premises leased to Tenant under this Lease is the Building (and the
space included therein) indicated on the plan attached to this Lease as
Exhibit A (the "Leased Premises"). For purposes of this Lease, the parties agree
---------
that the rentable square feet of the Leased Premises is as stipulated in
Article 1.

     Section 2.2. Term. The term of this Lease (the `Term") shall be as
                  ----
indicated in Article 1. The Term and Tenant's obligation to pay Rent (as defined
in Section 3.2, but subject to the period of abatement of Fixed Rent and the Fee
as set forth in the Rider) shall commence on the Commencement Date as set forth
in Article 1 and, unless the Term is extended as provided in this Lease, shall
expire on the Expiration Date set forth in Article 1.

     If Landlord has not completed Landlord's Work within 120 days after the
Scheduled Completion Date for Landlord's Work as set forth In Article 1, then at
Tenant's option as indicated by Tenant's written notice received by Landlord no
later than five (5) business days thereafter, this Lease and all rights, duties
and obligations of the parties shall terminate effective one day after the date
of such notice. If Tenant fails to timely deliver such notice of termination,
this Lease shall remain in full force and effect.

     Section 2.3. Completion of Leased Premises. For the purposes of Section
                  -----------------------------
2.2, the Leased Premises shall be conclusively deemed available for Tenant to
commence Tenant's Work (as defined in the Work Letter) upon mutual execution of
this Lease. Except for Landlord's Work, as described in Exhibit B to this Lease
                                                        ---------
(the "Work Letter"), Landlord has no obligation for the completion or remodeling
of the Leased Premises and Tenant accepts the Leased Premises In their "as is"
condition as of the date of mutual execution of this Lease. Landlord's Work
shall be deemed substantially completed when Landlord certifies in writing that
Landlord's Work has been substantially completed. Landlord's Work, if any, shall
be deemed substantially completed notwithstanding that minor or non-material
details of construction, mechanical adjustment or decoration that do not
materially interfere with Tenant's ability to perform the Tenant Work (so-called
"punch list items") remain to be performed, or that portions of Landlord's Work
are incomplete because such work cannot be done until Tenant's Work is
completed. Landlord agrees to perform or complete the punch list items within 30
business days after mutual execution of the punch list by Tenant and Landlord.
In the event Landlord Is delayed In completing Landlord's Work by any delay,
interference or hindrance of such work by Tenant, Tenant's contractors or any of
their employees or agents, or by any changes in such work requested by Tenant
and agreed to by Landlord or by Tenant's failure to timely and properly perform
any of its obligations imposed pursuant to Exhibit B, then the Scheduled
                                           ---------
Completion Date for Landlord's Work set forth in Article 1 shall be
correspondingly adjusted.

     Section 2.4. Commencement and Expiration Date Agreement. [Intentionally
                  ------------------------------------------
Omitted]

     Section 2.5. Tenant's Entry Upon Leased Premises Before Commencement Date.
                  ------------------------------------------------------------
On the condition that Tenant complies at all times with the provisions and
requirements of this Lease (other than the obligation to pay Fixed Rent and the
Fee for parking) Tenant may enter upon the Leased Premises prior to the
Commencement Date to commence construction of Tenant's Work as set forth in the
Work Letter.

     Section 2.6. Occupancy of Leased Premises. The taking of occupancy of all
                  ----------------------------
or part of the Leased Premises by Tenant or anyone claiming by, under or through
Tenant shall be conclusive evidence that: (a) Tenant accepts possession of the
Leased Premises; and (b) the Leased Premises and the Building were in good and
satisfactory condition and were delivered in the condition required under the
Lease, except for the completion of Landlord's Work.


ARTICLE 3. RENT AND SECURITY DEPOSIT

     Section 3.1. Fixed Rent and First Monthly Rent Payment. Tenant shall pay
                  -----------------------------------------
Landlord the fixed rent stipulated in Article 1 (the "Fixed Rent"). The Fixed
Rent shall be payable in equal monthly installments in the amount stipulated in
Article 1 as monthly Fixed Rent, in advance, on the first day of each calendar
month during the term of this Lease. If the Term does not commence on the first
day of a calendar month or does not end on the last day of a calendar month, the
monthly Fixed Rent for such month or months shall be prorated, and the prorated
amounts shall be paid in advance. All Fixed Rent shall be paid without any prior
demand and without any deduction or set-off whatsoever, in lawful currency of
the United States of America, at the address of Landlord set forth in Article 1,
or at such other place as Landlord may from time to time designate in writing.

     Within sixty (60) days after the Commencement Date (acknowledging the
period of abatement of Fixed Rent and the Fee for parking as set forth in the
Rider), Tenant agrees to pay Landlord an amount equal to the monthly Fixed Rent
and Fee, which Landlord shall hold without interest to Tenant and apply to the
first full monthly Fixed Rent and Fee obligation of Tenant. Landlord will
provide Tenant an invoice for the first installment of Fixed Rent and the Fee
for parking which invoice will provide for a payment date by Tenant no later
than sixty (60) days after the Commencement Date. Thereafter Landlord shall have
no obligation to provide Tenant an invoice prior to any payment of Rent,
Additional Rent or the Fee, unless expressly required hereunder.

     Section 3.2. Additional Rent and Rent Defined. Any sums or charges to be
                  --------------------------------
paid by Tenant pursuant to the provisions of this Lease, other than the Fixed
Rent, represent obligations of Tenant for additional rent ("Additional Rent")
and shall be payable within five business days after Landlord gives written
notice and demand for payment unless otherwise provided in this Lease. Payment
shall be made at the location specified in Article 1, unless otherwise
designated by notice from Landlord in writing, and shall be recoverable in the
same manner as the Fixed Rent. Landlord shall have the same rights against
Tenant for default in payment of Additional Rent as for default in payment of
the Fixed Rent.

     As used in this Lease, the term "Rent" shall mean Fixed Rent and Additional
Rent.

                                       2
<PAGE>

     Section 3.3. Past Due Rent and Additional Rent. If Tenant shall fail to pay
                  ---------------------------------
any Rent before the sixth day after such Rent is due and payable, Tenant agrees
to pay as Additional Rent each day after such sixth day that the Rent remains
unpaid, a late charge which shall be the greater of (a) $25.00 per day, or (b)
5% of the amount of such unpaid Rent divided by 30. The late charge shall accrue
daily until the unpaid Rent (including the late charge) is paid. Tenant agrees
that such amounts are not a penalty, but are intended as liquidated damages and
reflect a reasonable estimate by the parties of the cost to reimburse Landlord
for the loss of the use of the money and the additional administrative costs
resulting from late payments. Tenant shall also be responsible for the payment
of reasonable attorneys' fees incurred by Landlord in collecting any delinquent
Rent from Tenant. Any election by Landlord to waive in any instance the
requirement for Tenant's payment of late charges and/or attorneys' fees incurred
by Landlord pursuant to this Section of any other provision in this Lease shall
not operate to waive or impair Landlord's right to collect such sums from Tenant
upon any other breach of Tenant's obligations under this Lease.

     Section 3.4. Security Deposit. Tenant shall deposit with Landlord upon
                  ----------------
signing this Lease, and shall keep on deposit with Landlord in a separate,
interest bearing account throughout the term of this Lease, the security deposit
referenced in Article 1 of this Lease (the "Security Deposit") as security for
the payment by Tenant of the Rent and for the faithful performance of all the
terms, conditions and covenants of this Lease. If at any time during the Term
Tenant defaults in the payment or performance of any of its obligations under
this Lease, Landlord may but shall not be required to use the Security Deposit,
or so much thereof as necessary, in payment of any Rent in default, in
reimbursement of any expense incurred by Landlord and in payment of the damages
incurred by Landlord by reason of Tenant's default, or at the option of
Landlord, Landlord may retain the Security Deposit as liquidated damages. In
such event, on written demand of Landlord, Tenant shall immediately remit to
Landlord a sufficient amount in cash to restore the Security Deposit to its
original amount. If, upon termination of this Lease, Landlord has not applied
the Security Deposit balance to sums owed to Landlord as permitted by this
Section above, then within 60 days after the termination of this Lease Landlord
will refund the Security Deposit to Tenant with interest. Tenant is hereby
notified that any questions regarding the Security Deposit, including any
request for its return, should be directed to Landlord at the address for
Landlord set forth in Article 1.

     Landlord shall deliver the Security Deposit to the purchaser of Landlord's
interest in the Leased Premises in the event such interest is sold, and
thereupon, Landlord shall be discharged from further liability with respect to
the Security Deposit. Landlord shall be discharged from any further liability
with respect to the Security Deposit if either Landlord delivers the Security
Deposit to the purchaser, or the purchaser assumes all of the obligations of
Landlord with respect to the Security Deposit. Notwithstanding these provisions
above if claims of Landlord exceed the Security Deposit, Tenant shall remain
liable for the balance of such claims.


ARTICLE 4. TENANT'S SHARE OF OPERATING COSTS

     Section 4.1. Definitions. As used in this Lease, the term "Operating Costs"
                  -----------
shall mean any and all costs, charges, expenses, and disbursements of every kind
and nature which Landlord shall pay or become obligated to pay in connection
with the operation, ownership, maintenance, management, and repair of the
Building, including, but not limited to, the following:

     (a) All wage, salary and labor costs of all persons engaged in the
     operation, maintenance, management, and repair of the Building (including,
     but not limited to, all applicable taxes, insurance and benefits).

     (b) Cost of all building supplies and materials.

     (c) Cost of all utilities (including, but not limited to, sewer and water
     service) and fuel, if any, provided by Landlord pursuant to Article 8.1 or
     utilized in connection with the operation of common areas of the Building
     and not otherwise charged directly or separately to Tenant.

     (d) Cost of all insurance including, but not limited to, casualty, business
     interruption and liability insurance.

     (e) Cost of all maintenance and service agreements including, but not
     limited to, window cleaning (but expressly excluding maintenance, repair or
     replacement of the roof of the Building).

     (f) Cost of repairs and general maintenance including, but not limited to,
     exterior building maintenance and maintenance of sidewalks, parking areas,
     and landscaping (but expressly excluding maintenance, repair or replacement
     of the roof of the Building).

     (g) All personal property sales and use taxes (but not including any such
     taxes related to personal property owned by Landlord) and real property
     taxes, assessments and other governmental charges of any kind whatsoever
     (including, without limitation, assessments, fees, and charges imposed for
     public improvements or benefits, or for public services such as fire
     protection, street, sidewalk and road maintenance or refuse removal, and
     interest on unpaid installments) which may be levied, assessed or imposed,
     or become liens upon or arise out of the use, occupancy, ownership, or
     possession of the Premises, and which accrue during or are allocable to the
     Term or any extension (collectively, "Taxes"). The Taxes which relate to
     real property interests are sometimes referred to hereinafter as "Real
     Property Taxes". The term Taxes shall not, however, include inheritance,
     estate, succession, transfer, gift, franchise, income or excess profits
     taxes imposed upon the Landlord, or any special assessments for
     improvements installed as of the date hereof, whether now assessed or not,
     and Tenant shall have no liability therefor.

     (h) All costs of making any alterations to the Building for life-safety
     systems or energy conservation or other capital improvements, whether new
     or in substitution or replacement of existing equipment or systems required
     by any governmental requirement which is imposed after the date Landlord's
     Work is completed, and alterations which are primarily for the purpose of
     reducing or stabilizing Operating Costs or providing additional or
     increased services to the tenants of the Building, in any case, amortized
     over the useful life of such improvements.

     (i) Management fees either as charged to Landlord by independent management
     companies or an amount not exceeding the amount typically charged by
     independent management companies if Landlord itself manages the Building.

Notwithstanding anything to the contrary contained in this Lease, Operating
Costs shall not include the following:

     (A) Capital expenditures except as provided in (h) above.

     (B) Depreciation, amortization, ground rents or interest payments on
encumbrances.

     (C) Leasing commissions, marketing costs, attorneys' fees and other
expenses related to leasing tenant space, constructing improvements for the
benefit of a tenant or occupant and allowances or concessions provided to any
tenant or occupant.

     (D) Repairs required because of casualty or condemnation damage.

     (E) Costs incurred because Landlord or any other tenant violated the terms
of any lease, contract or other obligation (including, without limitation,
fines, penalties and attorneys' fees).

                                       3
<PAGE>

     (F) Advertising and promotional expenses.

     (G) Expenses in connection with services or other benefits not provided to
Tenant, or for which Tenant is charged directly or separately, but which are
provided to another tenant, including, without limitation, utility services.

     (H) Costs for sculpture, paintings or other objects of art.

     (I) Overhead and profit paid to subsidiaries or affiliates of Landlord for
management or other services on or to the Building or for supplies or other
materials to the extent that the costs of services, supplies or materials exceed
the competitive costs of the services, supplies or materials were they provided
by a disinterested third party.

     (J) Any expense for which Landlord is compensated through proceeds of
insurance or agreements of indemnity or surety bonds or guarantees or for which
Landlord is reimbursed by third parties.

     (K) Costs incurred due to the violation of the Building of any law, rule or
regulation in effect as of completion of Landlord's Work for which Tenant was
not responsible to address as part of Tenant's Work.

     (L) Costs incurred for repair or mitigation of latent defects in the
Building or defects in the original construction of the Building, or Landlord's
Work of which Landlord is notified within six (6) months after the Commencement
Date.

     (M) Costs relating to negligence or fault of other tenants.

     (N) Costs relating to maintenance, repair or replacement of the roof of the
Building as such obligations are the sole and exclusive responsibility of Tenant
under this Lease.

     Section 4.2. Utility Costs. Landlord shall provide basic utility service
                  -------------
set forth in Section 8.1 below. During the Term, Tenant shall at its expense
arrange directly with the utility companies serving the Leased Premises to
provide and pay for all electricity and gas furnished or required in the Leased
Premises, and any deposits required therefor. Landlord shall incur no liability
whatsoever and the obligations of Tenant under this Lease shall not be
diminished or affected by reason of the unavailability, change or cessation of
such utility service, except as otherwise set forth in Section 8.2 of this
Lease.

     Section 4.3. Janitorial. Tenant will contract for and pay for all
                  ----------
janitorial services utilized in the Leased Premises. Tenant will keep the Leased
Premises in a clean condition, free from garbage or debris in a manner
consistent with other office buildings in the Downtown Denver office market.

     Section 4.4. Tenant's Share of the Increase in the Operating Costs. For
                  -----------------------------------------------------
each calendar year during the Term, Tenant shall pay to Landlord, at the time
and in the manner provided below, Tenant's Share of the Increase in Operating
Costs, as defined below.

     (a) The term "Tenant's Share of the Increase in Operating Costs" for any
     year shall mean the product of (i) the difference, if any, between the
     actual Operating Costs for the Building for such year when expressed on a
     square-foot basis and the Landlord's operating cost limitation indicated in
     Article 1 ("Landlord's Operating Cost Limitation"), also expressed on a
     square-foot basis, and (ii) the number of rentable square feet in the
     Leased Premises (as stated in Article 1). In the event that actual
     Operating Costs are less than Landlord's Operating Cost Limitation, there
     shall be no credit or refund to the Tenant.

     (b) For each full calendar year during the Term beginning with the calendar
     year 2001, Landlord shall compute and deliver to Tenant a reasonable
     estimate of Tenant's Share of the Increase in Operating Costs for such
     year, and without further notice, Tenant shall pay to Landlord
     simultaneously with Tenant's monthly payments of Fixed Rent during such
     year, monthly installments equal to one-twelfth of such estimate. With the
     first such monthly installment of Tenant's Share of the Increase in
     Operating Costs to be paid by Tenant for any calendar year, Tenant shall
     include payment of the amount of the estimated increase prorated for the
     period from the preceding January 1 to the first day of the next month
     following the date of the notice. In any year Landlord may subsequently
     revise the estimated adjustment in Operating Costs to allow for any new
     expenses or other information which may impact Operating Costs for that
     fiscal period, and in that case, after receipt of Landlord's notice of the
     revised estimates Tenant shall pay monthly installments of Tenant's Share
     of the Increase in Operating Costs based on Landlord's adjusted projections
     as provided in this paragraph above.

     (c) Unless delayed by causes beyond Landlord's reasonable control, Landlord
     shall deliver to Tenant within 120 days after the end of each calendar year
     during the Term, a written statement (the "Statement") setting out in
     reasonable detail Tenant's Share of the Increase in Operating Costs for
     such year. If the aggregate of monthly installments of Tenant's Share of
     the Increase in Operating Costs actually paid by Tenant to Landlord during
     any calendar year differs from the amount of Tenant's Share of the Increase
     in the Operating Costs payable according to the Statement for such year
     under this Section 4.3, then within thirty (30) days after the date of
     delivery of the Statement, Tenant shall either (1) pay the amount (without
     interest) by which the certified Tenant's Share of the Increase in
     Operating Costs exceeds the amount previously paid on account of the
     estimated Tenant's Share of the Increase in Operating Costs, or (2) be
     credited against the next installment of Rent (or receive a check if there
     is no Rent thereafter due) with the amount (without interest) by which the
     amount previously paid on account of the estimated Tenant's Share of the
     Increase in Operating Costs exceeds the certified Tenant's Share of the
     Increase in Operating Costs.

     (d) If Landlord and Tenant disagree on the accuracy of Tenant's Share of
     the Increase in Operating Costs as set forth in the Statement, Tenant shall
     nevertheless make payment in accordance with any notice given by Landlord,
     but the disagreement shall immediately be referred by Landlord for prompt
     decision by a mutually acceptable public accountant or other professional
     consultant who shall be deemed to be acting as expert and not as an
     arbitrator, and a determination signed by the selected expert shall be
     final and binding on both Landlord and Tenant. Any adjustment required to
     any previous payment made by Tenant or Landlord by reason of any such
     decision shall be made within fourteen (14) days after the decision. If the
     adjustment calls for a credit to Tenant equal to 3% or more of the payments
     made but disputed by Tenant, Landlord will pay the cost of the expert;
     otherwise Tenant will pay the cost of the expert.

     (e) Neither party may claim a readjustment in respect of Tenant's Share of
     the Increase in Operating Costs for any year if based upon any error of
     computation or allocation except by notice delivered to the other party
     within ninety (90) days after the date of delivery of the Statement for
     such year. Upon written request from Tenant within the 90-day period,
     Landlord will provide reasonable documentation verifying Tenant's Share of
     the increase in Operating Costs.

     (f) Notwithstanding anything to the contrary set forth in this Section 4,
     for the purposes of calculating Tenant's Share of the Increase in the
     Operating Costs "Controlled Expenses" (as hereinafter defined) shall not
     exceed the "Maximum Controlled Expenses" (as hereinafter defined).
     "Controlled Expenses" shall mean all Operating Costs except those
     attributable to utilities, if any, not separately billed to Tenant or
     another tenant in the Building, Taxes, costs of insurance, including,
     without limitation, liability insurance, business interruption insurance,
     casualty insurance and worker's compensation insurance, and costs of
     compliance with any laws, rules or regulations. If Landlord is managing the
     Building Complex itself the management fees included within Operating
     Expenses shall be a Controlled Expense.

                                       4
<PAGE>

"Maximum Controlled Expenses" shall mean: (a) for calendar year 2000, the full
amount of the actual expenses for Controlled Expenses as determined in
accordance with the foregoing provisions; (b) for calendar year 2001 and each
calendar year thereafter, the prior calendar year's Maximum Controlled Expenses
multiplied by 1.05. The limitations described above shall be a limitation only
on the calculation and passthrough to Tenant of Tenant's Share of the Increase
in the Operating Costs. Landlord may, in accordance with advice from its
accountants and other professionals, reasonably contest any utility rate
increases associated with the Building and/or tax assessments and to apply for
all rebates to which it is entitled so long as it has knowledge thereof. The
costs of all such contests and applications shall be included in Operating Costs
however, any penalties or fines in connection with such amounts shall not be so
included. To the extent any rebates or refunds are actually received by
Landlord, they shall be applied to reduce the total Operating Costs for the year
in which such amounts are received. if any such amounts attributable to periods
during the term hereof are received by Landlord following the expiration of the
term hereof (according to its terms and not as a result of an Event of Default,
as hereinafter defined), Landlord agrees to forward to Tenant any amounts to
which Tenant is entitled as and when received notwithstanding the fact that this
Lease has so expired, provided Tenant has given to Landlord a valid forwarding
address.

Section 4.5. Reduction in the Event of Casualty or Taking by Eminent Domain. If
             --------------------------------------------------------------
any part of the Building is taken by condemnation or in any other manner for any
public or quasi-public use or purpose (other than temporary use or occupancy) or
damaged or destroyed by fire or other casualty, and if the Term shall continue
in force as to any part of the Leased Premises, Landlord's Operating Cost
Limitation shall be equitably reduced, permanently or temporarily, as
appropriate, to take into account any decrease In Operating Costs attributable
to such taking or damage or destruction.


ARTICLE 5. CONDUCT OF BUSINESS BY TENANT

     Section 5.1. Use of Leased Premises. Tenant shall use the Leased Premises
                  ----------------------
solely for general office use and for the purpose set forth in Article 1 above
and for no other purpose.

     Section 5.2. Compliance with Laws and Requirements of Public Authorities.
                  -----------------------------------------------------------

     (a) At all times during the Term, Tenant shall give prompt notice to
Landlord of any notice Tenant receives of the violation of any law or
requirement of any public authority affecting the Leased Premises or the
Building. Tenant, at its sole cost and expense, shall comply with all laws and
requirements of public authorities, which, with respect to the Leased Premises
or the use, condition or occupancy thereof, or the abatement of any nuisance,
shall impose any violation, order or duty on Landlord or Tenant, arising from
(i) Tenant's use of the Leased Premises; (ii) the manner of conduct of Tenant's
business or operation of its installations, equipment or other property in the
Leased Premises; (iii) any cause or condition created by or at the insistence of
Tenant; or (iv) breach of any of Tenant's obligations under this Lease.

     (b) Tenant shall not do, permit or suffer any act or thing to be done in or
to the Leased Premises which is immoral or contrary to law or in violation of
the certificate of occupancy issued for the Building.

     (c) Tenant agrees that it shall not keep, use, sell or offer for sale in or
upon the Leased Premises any article which may be prohibited by the
then-available standard forms of fire insurance policies with extended coverage.
Tenant agrees to pay any increase in premiums for insurance that may be charged
during the Term on the amount of such insurance which may be carried by Landlord
on the Leased Premises or the Building resulting from the type of business
conducted by Tenant in the Leased Premises, whether or not Landlord has
consented to that business. Landlord acknowledges that use of the Premises for
uses that are considered general office uses and a computer and
telecommunications equipment room will not result in an increase in Landlord's
insurance premiums. In determining whether increased premiums are the result of
Tenant's use of the Leased Premises, a schedule issued by the organization
making the insurance rate on the Leased Premises and showing the various
components of such rate shall be conclusive evidence of the several items and
charges which make up the insurance rate on the Leased Premises.

     (d) Tenant shall pay as Additional Rent all costs, expenses, fines,
penalties or damages which may be imposed upon Landlord by reason of Tenant's
failure to comply with the provisions of this Section.

     (e) The judgement of any court of competent jurisdiction or the admission
by Tenant, whether Landlord is a party to the proceeding or not, that Tenant has
violated any law or requirement of public authorities affecting the Building or
the Leased Premises shall be conclusive of such violation as between Landlord
and Tenant.

     (f) Tenant shall strictly comply with all statutes, laws, ordinances,
rules, regulations, and precautions now or hereafter mandated or advised by any
federal, state, local or other governmental entity with jurisdiction over the
Premises with respect to the use, generation, storage, or disposal of any
hazardous or toxic material regulated by any federal, state or local
governmental entity (collectively "Hazardous Materials"). Tenant shall not
cause, or allow anyone else to cause, any Hazardous Materials to be used,
generated, stored or disposed of in, on or about the Premises or any
improvements now or hereafter constructed therein, except for hazardous or toxic
substances in small quantities as are typically used in an office space or in a
computer and telecommunications equipment room, but which are used, stored and
disposed of in strict compliance with all applicable laws, without the prior
written consent of Landlord, which consent may be withheld in the sole
discretion of Landlord, and which consent may be revoked at any time. Tenant's
indemnification of Landlord pursuant to this Lease shall extend to all
liability, including all foreseeable and unforeseeable consequential damages,
directly or indirectly arising out of the use, generation, storage, or disposal
of Hazardous Materials by Tenant or any person claiming by, through or under
Tenant, including, without limitation, the cost of any required or necessary
repair, cleanup, or detoxification and the preparation of any closure or other
required plans, whether such action is required or necessary prior to or
following the termination of this Lease, to the full extent that such action is
attributable, directly or indirectly, to the use, generation, storage, or
disposal of Hazardous Materials by Tenant or any person claiming by, through or
under Tenant. Neither the written consent by Landlord to the use, generation,
storage, or disposal of Hazardous Materials nor the strict compliance by Tenant
with all statutes, laws, ordinances, rules, regulations, and precautions
pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation
of indemnification. In the event Tenant is in breach of the covenants herein,
after notice to Tenant and the expiration of the cure period permitted under
applicable law, regulation, or order, Landlord may, in its sole discretion,
declare Tenant to be in default under this Lease and/or cause the Premises to be
free from the Hazardous Materials and such cause shall be deemed Additional Rent
hereunder and shall immediately be due and payable from Tenant.

     (g) Landlord shall have the express right, but no more frequently than once
each calendar year during the lease term, and sixty (60) days prior to the
termination or other expiration of this Lease, to conduct an environmental
investigation at the Leased Premises (and at any other part of the Building
which Tenant utilizes for any operation, equipment or supplemental system). if
either Tenant installs a UPS system or backup generator in or on the Building,
or Landlord has a reasonable basis to believe that there may be a problem
involving Hazardous Materials in the Premises or Building caused by Tenant, its
agents, invitees, employees or contractors, or resulting from Tenant's use of
the Premises, then Tenant will pay, as Additional Rent within fifteen days of
receipt of an invoice therefore, the cost of the first environmental
investigation thereafter conducted by Landlord. If the first environmental
investigation

                                       5
<PAGE>

details no contamination (or any other violation or any applicable Hazardous
Material law or applicable law, rule or regulation of a governmental entity with
jurisdiction over the Premises) that was caused by Tenant, its agents, invitees,
employees or contractors, or resulted from Tenant's use of the Premises, then
the cost of any environmental investigation conducted thereafter shall be borne
by Landlord unless such later environmental Investigation discloses any
contamination or violation of applicable laws (provided such violation or
contamination was caused by Tenant, its agents, invitees, employees or
contractors, or resulted from Tenant's use of the Premises). Tenant will pay, as
Additional Rent within fifteen days of receipt of an invoice therefore, the cost
of the first environmental investigation and any subsequent environmental
investigation which reveals a violation of any applicable Hazardous Material law
or applicable law, rule or regulation of a governmental entity with jurisdiction
over the Premises that was caused by Tenant, its agents, invitees, employees or
contractors, or resulted from Tenant's use of the Premises. If contamination (or
any other violation of any applicable Hazardous Material law or applicable law,
rule or regulation of a governmental entity with jurisdiction over the Premises)
is found and was caused by Tenant, its agents, invitees, employees or
contractors, or resulted from Tenant's use of the Premises, Tenant will
immediately remediate the contamination. Tenant shall indemnify and hold
Landlord harmless against and from any and all claims, liability, damage,
penalties, actions, demands or expenses of any kind or nature (including
attorney's fees), without limitation damage to any property and injury
(including death) to any person, arising from Tenant's breach of this Lease,
Tenant's use of the Premises for the conduct of its business, or from any
activity, work or other thing done, permitted or suffered by Tenant or omission
of Tenant in and about the Premises. It shall further indemnify and hold
Landlord harmless against and from any and all claims arising from any breach or
default in the performance of any obligation on Tenant's part to be performed
under the terms of this Lease or arising from any act or any of the foregoing
acts or omissions by any of Tenant's agents, employees, contractors,
subcontractors or invitees, or from any litigation concerning any of the
foregoing in which Landlord is made a party defendant, and from and against all
costs, attorneys fees, expenses and liabilities incurred in connection with any
such claim or action or proceeding brought thereon. Except as limited by
Sections 10.3 and 10.4 below Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk of damage to property or injury to persons in,
upon or about the Premises from any cause other than Landlord's sole negligence.

     Section 5.3. Rules and Regulations.
                  ---------------------

     (a) Tenant and its agents, employees, contractors and invitees shall
faithfully observe and comply with the Rules and Regulations attached as
Exhibit D, and such reasonable changes to them, whether by modification,
---------
elimination or addition, as Landlord from may make time to time for the use,
safety, cleanliness, and care of the Leased Premises and the Building, and the
comfort, quiet, and convenience of occupants of the Building provided that such
changes do not unreasonably interfere with Tenant's operation in the Premises.
Such changes shall be effective upon written notice from Landlord to Tenant. In
the case of any conflict or inconsistency between the provisions of this Lease
and any of the rules and regulations as originally promulgated or as changed,
the provisions of this Lease shall control. (The rules and regulations, as
changed in accordance with this Section from time to time, are called the "Rules
and Regulations.")

     (b) Nothing contained in this Lease shall be construed to impose upon
Landlord any liability for the failure of any other tenant or other party to
comply with the Rules and Regulations or the provisions in any other lease, but
Landlord shall use reasonable efforts to enforce the Rules and Regulations
uniformly.

     Section 5.4. Permitted Weight Loads. Tenant shall not place in or move
                  ----------------------
about the Leased Premises any article the weight of which exceeds the maximum
floor load limit for the Building, which is 100 pounds per square foot, without
Landlord's prior written consent, which consent shall not be unreasonably
withheld. If Tenant proposes to bring any article exceeding this limit into the
Building, Landlord may engage an engineering consultant to advise Landlord
regarding the placement of the article and any requirements to support the
weight, and Tenant shall pay the fees of that consultant, any costs necessary to
comply with the consultant's recommendations, and any other costs incurred by
Landlord as a result of moving or placing the article in the Leased Premises.

     Section 5.5. Signage. Tenant shall not install any sign in any window of
                  -------
the Leased Premises or any sign elsewhere in the Leased Premises which is
visible from the exterior of the Building. Any signs of Tenant in the Common
Area (as defined in Section 6.1) shall conform to the Building standard and
shall be subject to Landlord's prior written approval, which consent shall not
be unreasonably withheld. Tenant shall have the right to install, at Tenant's
sole cost and expense, a sign on the exterior of the Building, provided: (i)
Tenant makes the requisite submittals to Landlord required under Section 7.2 of
this Lease or in connection with the approval of Tenant's Work; (ii) Tenant
obtains any and all requirements of any governmental or quasi-governmental
authority with jurisdiction over the Building; and (iii) Tenant pays all costs,
fees and expenses in connection with the installation, maintenance, operations,
repair and removal of the sign (at the end of the Term). The size, location,
method of installation and all other matters in connection with the exterior
sign are subject to Landlord's prior written consent which will not be
unreasonably withheld.


ARTICLE 6. COMMON AREA

     Section 6.1. Control of Common Area.
                  ----------------------

     (a) As used in this Lease, the term "Common Area" shall mean that part of
the Building designated by Landlord as parking areas, sidewalks, landscaping,
curbs, driveways, delivery passages, private streets and alleys, lighting
facilities, and the like.

     (b) Landlord grants Tenant a non-exclusive license for the Term to use and
occupy in common with the invitees of Landlord and Tenant and such other persons
as Landlord and Tenant shall designate, the Common Area, subject to the terms
and conditions of this Lease and to reasonable Rules and Regulations prescribed
from time to time by Landlord. Tenant shall not solicit business within the
Common Area or distribute handbills or take any action which would interfere
with the rights of other persons to use the Common Area.

     (c) Landlord reserves the right, at any time and from time to time, without
incurring any liability to Tenant to change the arrangement, dimensions, and/or
location of the Common Areas. In such event. Landlord shall repair any physical
damage caused to the Leased Premises. Tenant shall, at all times, have access to
the Leased Premises, and no such changes shall unreasonably interfere with
Tenant's normal business operations in the Leased Premises, and Landlord shall
use reasonable efforts during any construction associated with any such change
to prohibit any unreasonable interference with Tenant's normal business
operations in the Leased Premises.

     Section 6.2. Parking. During the Term, Tenant and its employees shall have
                  -------
the right to use the number of parking spaces stipulated in Article 1, all on an
unassigned basis and subject to the terms and conditions of this Lease and to
reasonable Rules and Regulations prescribed from time to time by Landlord,
including the designation of specified areas (which may change from
time-to-time, but in no event will be located outside a three block radius of
the Building) in which automobiles operated by Tenant and its employees shall be
parked. Notwithstanding the foregoing, Landlord in its sole and absolute
discretion, shall have the right to reduce the number of parking spaces
stipulated in Article 1, to no less than eight (8) spaces by delivering written
notice to Tenant of such reduction, which

                                       6
<PAGE>

reduction will take effect thirty (30) days after Landlord delivers written
notice to Tenant. Upon request of Landlord, Tenant shall furnish to Landlord a
complete list of the license numbers of all automobiles operated by Tenant and
its employees. Tenant shall pay to Landlord a parking fee for the parking spaces
(the "Fee") In the amount of Thirty Five Dollars ($35.00) per space per month
plus a fiat fee for the Exclusive Spaces (as defined below) of Three Hundred
Fifteen Dollars ($315). The Fee shall equal the monthly charge per parking space
set forth above multiplied by the number of parking spaces to which Tenant is
then entitled plus Three Hundred Fifteen Dollars ($315) for the Exclusive
Spaces. All payments of the Fee shall be made as Additional Rent in advance,
without notice or set off, at Landlord's Notice Address, or at such place as
Landlord from time to time designates in writing. Tenant shall pay the Fee on
the Commencement Date and on the first day of each succeeding calendar month
during the initial Term or any extension thereof. If Tenant takes occupancy of
the Premises on a day other than the first day of a calendar month, the Fee for
the fractional month shall be prorated on a daily basis and shall be paid on the
date Tenant takes occupancy of the Premises. If Tenant fails to pay the Fee in a
timely manner, Landlord shall have all rights and remedies afforded it under
Section 16 hereof. The Fee for the parking spaces shall be due and payable in
full each month regardless of whether Tenant actually uses all or only a portion
of the parking spaces allocated for Tenant each month. Provided Tenant is not in
default under this Lease beyond any applicable cure period, Landlord will
designate that specific area located immediately contiguous to the east of the
Building (but to the west of the alley adjacent to thereto), as depicted on
Exhibit C, for Tenant's exclusive use during the Term of this Lease (the
"Exclusive Spaces") for parking spaces in addition to those noted above, and for
location of Tenant's Generator Pad authorized under the Rider.


ARTICLE 7. REPAIRS, ALTERATIONS AND MECHANICS' LIENS

     Section 7.1. Repairs.
                  -------

     (a) Landlord, at its expense, shall make all necessary repairs, interior or
exterior, structural or otherwise, to keep the Building, including building
equipment and systems, in good order and repair, excluding, however, all repairs
which Tenant is obligated to make pursuant to this Section 7.1. Tenant shall
give Landlord prompt notice of any defective condition in any plumbing, heating
system or electrical lines located in, servicing or passing through the Leased
Premises, and following such notice, Landlord shall remedy the condition with
due diligence, subject to unavoidable delay, but at the expense of Tenant if
repairs are necessitated by damage or injury attributable to Tenant, Tenant's
servants, agents, employees, invitees, or licensees; provided, however, that no
liability of Landlord to Tenant shall accrue under this Lease unless and until
Tenant has given notice to Landlord of the specific repair to be made.

     (b) Tenant, at its sole cost and expense, shall take good care of the
Leased Premises, including all building equipment and systems located in and
exclusively serving the Leased Premises and Tenant's property and fixtures.
Tenant shall be solely responsible for all maintenance, repairs and replacement
of the roof of the Building. Tenant shall make and be responsible for all
repairs, interior or exterior, structural or otherwise, as and when needed to
preserve the Leased Premises, including such building equipment and systems, and
Tenant's property and fixtures, in good working order and condition, the need
for which arises out of (i) the performance or existence of any alteration or
modification to the Leased Premises made by Tenant, (ii) the installation, use
or operation of Tenant's property or fixtures, (iii) the moving of Tenant's
property or fixtures in or out of the Building or in and about the Leased
Premises, (iv) the acts, omission, negligence or misuse by Tenant or those
holding under Tenant, or their use or occupancy or manner or use or occupancy of
the Leased Premises or (v) as may be required by Article 5. All repairs made by
or on behalf of Tenant shall be made and performed in conformity with the
provisions of Section 7.2 and shall be at least equal in quality and class to
the original construction of the Leased Premises. If Tenant fails after 10 days'
notice by Landlord to proceed with due diligence to make repairs required to be
made by Tenant, the same may be made by Landlord at the expense of Tenant, and
the expenses of those repairs incurred by Landlord shall be reimbursed
immediately as Additional Rent after submission of a bill or statement for such
repairs.

Section 7.2. Alterations.
             -----------

     (a) Tenant shall make no alterations, additions, or improvements in or to
the Leased Premises without Landlord's prior written consent which consent will
not be unreasonably withheld. Landlord will make good faith and commercially
reasonable efforts to respond within five (5) business day to any requested
alteration, addition or improvement proposed by Tenant, unless greater time is
required to allow engineers or other specialists time to review the submittal.
Any notice from Landlord stating that Landlord does not consent to any proposed
installation, alteration or improvement will specify the reasons for the
objection. Any contractors and sub-contractors chosen by Tenant to perform the
work in the Building or Leased Premises must be approved in advance by Landlord,
which consent will not be unreasonably withheld, unless the alteration, addition
or improvement involve the structural components of the Building or the Building
systems, in which case Landlord, in its sole discretion, shall have the right to
require Tenant to hire contractors regularly engaged by Landlord to perform work
in the Building. Before making any alterations, additions, installations or
improvements, Tenant, at its expense, shall obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies and (upon
completion) certificates of final approval thereof and shall deliver promptly
duplicates of all such permits, approvals and certificates to Landlord. Tenant
agrees to carry and to cause all contractors and sub-contractors hired by Tenant
to carry such workmen's compensation, general liability, personal and property
damage insurance as Landlord may reasonably require, and Landlord shall be named
as an additional insured on each of these policies. An increase in any taxes as
a result of such alterations by Tenant shall be paid by Tenant.

     (b) All fixtures and all paneling, partitions, railings and like
installations, alterations, additions and improvements installed in the Leased
Premises or on the Building at any time (including, but not limited to, those
items installed pursuant to Tenant's Work), either by Tenant or by Landlord on
Tenant's behalf, shall become the property of Landlord and shall remain upon and
be surrendered with the Leased Premises unless Landlord, by notice to Tenant no
later than 20 days prior to the date fixed as the Expiration Date (or in the
event of termination of this Lease in advance of the Expiration Date, by notice
to Tenant given with the notice of termination), elects to have them removed by
Tenant, in which event, the same shall be removed from the Leased Premises by
Tenant. Notwithstanding the foregoing, Landlord will make its election regarding
removal of improvements at the time Landlord approves such improvements if such
election by Landlord is expressly requested in writing by Tenant at that time
and only in respect to certain specific improvements as determined by Landlord
in its sole discretion. Notwithstanding the foregoing and provided that the
following items can be disconnected from any Building system without the need
for rewiring or reworking (as opposed to capping off a supplemental system in
connection with its removal) any Building system, or would require Landlord to
replace such Item to return the Building to a good and working condition, then
Tenant shall have the right to remove the supplemental generator, supplemental
HVAC unit, and the UPS system, if any, installed by Tenant as authorized under
this Lease. Nothing in this Section shall be construed to give Landlord title to
or to prevent Tenant's removal of trade fixtures, movable office furniture and
equipment (including, without limitation, Tenant's backup generators, UPS system
and portable HVAC units), but upon removal of any such furniture, equipment and
trade fixtures from the Leased Premises, Tenant shall return the Leased Premises
in a good and working condition which, at a minimum requires: (i) a HVAC system,
in a good and working condition, suitable to serve the entire Building for
general office purposes; (ii) capacity for electric current to the Building,
with a step down capability to provide 8 watts per square foot in the Leased
Premises for normal office lighting and business machines which operate on
standard 110 voltage; and (iii) all other Building systems be in a good and
working condition to allow Landlord to utilize the Building

                                       7
<PAGE>

     for standard office uses. Tenant will repair any damage to the Leased
     Premises or the Building due to such removal. All property that was
     permitted or required to be removed by Tenant at the end of the Term but
     which remains in the Leased Premises shall be deemed abandoned and, at the
     election of Landlord, Landlord may either retain the property as Landlord's
     property or remove the property from the Leased Premises at Tenant's
     expense. Notwithstanding any other provision of this Lease or the Rider to
     the contrary, Tenant shall have no right to remove any installation,
     alteration, addition or improvement if the removal of such item would: (i)
     necessitate rewiring or reworking any Building system (as opposed to
     capping off a supplemental system in connection with its removal); or (ii)
     require Landlord to replace such item to return the Building to a good and
     working condition as described above.

          Section 7.3. Mechanics' Liens.
                       ----------------

          (a) Tenant shall pay, before delinquency, all costs for work done or
     caused to be done by Tenant in the Leased Premises which could result in
     any lien or encumbrance on all or any part of Landlord's interest in the
     Building; shall keep the title to the Building free and clear of any lien
     or encumbrance in respect to such work; and shall indemnify and hold
     harmless Landlord against any claim, loss, cause of action, cost, demand,
     damages, judgment and legal or other expense (including without limitation
     attorneys' fees), whether in respect of any lien or otherwise, arising out
     of the supply of material, services or labor for such work. Tenant shall
     immediately notify Landlord of any such lien, claim of lien or other action
     of which it has or reasonably should have knowledge and which affects the
     title to the Building, and shall cause the same to be removed or bonded
     over as authorized by law within five (5) days (or such additional time as
     Landlord may consent to in writing). If Tenant fails to do so, Landlord may
     take such action as Landlord deems necessary to remove the same, and the
     entire cost of that action shall be immediately due and payable by Tenant
     to Landlord as Additional Rent.

          (b) Notwithstanding the foregoing, if Tenant shall desire to contest
     any lien or claim of lien, it shall have the right to do so on the
     condition that Tenant shall furnish Landlord, within the time stated above
     for removal of such lien or claim of lien, security in an amount not less
     than that required by statute in a form reasonably acceptable to Landlord,
     plus estimated costs, and if final judgment establishing the validity or
     existence of a lien for any amount is established, Tenant shall immediately
     pay and satisfy the same.

          (c) At least 10 days prior to the commencement of any work by Tenant
     on the Leased Premises, Tenant shall provide Landlord with written notice
     of the proposed work and the names and addresses of the persons supplying
     labor and materials for the proposed work so that Landlord may avail itself
     of the provisions of statutes such as Colo. Rev. Stat. 38-22-105(2). During
     any such work, Landlord or its representatives shall have the right to
     enter and inspect the Leased Premises at reasonable times after notice as
     required by Section 12.1, and shall have the right to post and keep posted
     thereon notices such as those provided for by Colo. Rev. Stat. 38-22-105(2)
     and to take any further action which Landlord may deem to be proper for the
     protection of Landlord's interest in the Leased Premises.


     ARTICLE 8. UTILITIES AND BUILDING SERVICES

          Section 8.1. Utilities and Services Provided.
                       -------------------------------

          (a) Subject to limitations and restrictions imposed by federal, state
     and/or local authorities and so long as Tenant is not in default under the
     terms of this Lease, Landlord shall furnish or cause to be furnished
     domestic cold and temperate water for the operation of lavatories and
     ordinary drinking fountains in the Building.

     (b) Tenant shall purchase, install, maintain, repair and replace, as
necessary, all light bulbs and fluorescent and other lighting tubes and ballasts
used in the Leased Premises. Landlord shall purchase, install, maintain, repair
and replace, as necessary, all light bulbs and fluorescent and other lighting
tubes and ballasts used in the common areas of the Building, and the cost of
such items and service shall be included in Operating Costs. Landlord may, at
intervals not shorter than 75% of the rated life of the fluorescent tubes being
used, cause all such tubes to be replaced at the same time, so as to maintain
full operating efficiency and so as to avoid the undue expense of piecemeal
replacement. No fluorescent tubes, other than standard warm and white types, may
be used.

     (c) If heat generating machines or equipment (other than standard office
equipment, such as typewriters, calculators, and small reproduction machines)
are used in the Leased Premises which affect the temperature otherwise
maintained by the air-conditioning system, Tenant (provided it complies with the
requirements of Section 7.2 hereof) shall have the right to install
supplementary air-conditioning units for the Leased Premises at the expense of
Tenant, and Tenant will bear the cost of operating such equipment. Any
air-conditioning units required for Tenant's computer systems shall be installed
at the expense of Tenant, and the costs of operation and maintenance shall be
paid by Tenant.

     (d) If Tenant uses or consumes water for any purposes other than ordinary
drinking and lavatory purposes, or in unusual quantities (of which fact Landlord
shall reasonably judge), Landlord may install a water meter at Tenant's expense
which Tenant shall thereafter maintain at Tenant's expense in good working order
and repair to register such water consumption. Tenant shall pay for water
consumed as shown on such meter as Additional Rent as and when bills are
rendered, and on Tenant's default in making such payment, Landlord may pay such
charges and collect the same as additional rent from Tenant. Such a meter shall
also be installed and maintained at Tenant's expense if required by law or
governmental order. Tenant shall not waste or permit the waste of water.

     (e) Landlord and Tenant hereby acknowledge and agree that Tenant has
already contracted for and replaced the current electric transformer serving the
Building with a 480 volt transformer to serve the Leased Premises. Tenant hereby
acknowledges and agrees: (i) Landlord has no obligation or responsibility to
provide any capacity for electric current to the Leased Premises; (ii) Landlord
has no obligation or responsibility to provide any electricity service to the
Leased Premises; and (iii) Tenant will provide electric capacity to the Leased
Premises at the expiration or early termination of this Lease, as provided in
Section 7.2(b), with a step down capability of 6 watts per square foot in the
Leased Premises for normal office lighting and business machines which operate
on standard 110 voltage. Subject to Landlord's review and approval as required
under this Lease and compliance with all laws, rules, regulations and codes
applicable to the Building, Tenant shall have the right to provide additional
capability for electric current to the Leased Premises. Landlord shall cooperate
with Tenant in connection with any such request by Tenant for additional power.

     Section 8.2. Interruption of Services. Landlord does not warrant that any
                  ------------------------
service will be free from interruptions caused by repairs, improvements, changes
of service, alterations, strikes, lockouts, labor controversies, accidents,
inability to obtain fuel, water or supplies or other cause beyond the reasonable
control of Landlord. No such interruption of service shall be deemed an eviction
or disturbance of Tenant's use and possession of all or any part of the Leased
Premises, or render Landlord liable to Tenant for damages, by abatement of rent
or otherwise except as specifically provided below, or relieve Tenant from
performance of Tenant's obligations under this Lease. Tenant hereby waives and
releases all claims against Landlord for damages for interruption or stoppage of
service.

     Notwithstanding the provisions of this subsection above, if utility service
to the Leased Premises is interrupted so that Tenant is prevented from using the
Leased Premises for Tenant's normal business operations for five consecutive
business days, and the cause is within Landlord's control, then Fixed Rent shall
abate beginning with the sixth business day and continuing until service is
restored, and if any such interruption causes the Leased Premises or any
material portion thereof to be unusable for Tenant's normal business operations
for more than ninety (90) consecutive days, Tenant shall have the right to
terminate this Lease by notice to Landlord given after

                                       8
<PAGE>

the 90th day and prior to the time, if at all, such services are restored, in
which event both parties shall be relieved of all further obligations hereunder.
However, Tenant will not be entitled to any abatement of Fixed Rent if the
interruption in utility service arises from (i) any renovation or alteration to
the Leased Premises conducted by Tenant or at Tenant's request, (ii) any
wrongful act or negligence on the part of Tenant or its contractors, agents,
employers or representatives, or (iii) the failure by Tenant to timely pay any
charges for such service and all other Rent due under this Lease. (For purposes
of this Lease, the Term "business day" means any day other than a Saturday,
Sunday or Legal Holiday.)

     Section 8.3. Energy Conservation and Security Policies. Landlord shall be
                  -----------------------------------------
deemed to have observed and performed the terms and conditions to be performed
by Landlord under this Lease, including those relating to the provision of
utilities and services, if in so doing it acts in accordance with a directive,
or requirement of a governmental or quasi-governmental authority serving the
public interest in the fields of energy conservation or security.


ARTICLE 9. TENANT'S PROPERTY TAX AND OTHER TAXES

     In addition to the Fixed Rent and other Additional Rent to be paid by
Tenant under this Lease, Tenant shall reimburse Landlord, upon demand, for any
and all taxes payable by Landlord (other than net income taxes) whether or not
now customary or within the contemplation of Landlord and Tenant: (a) upon
or with respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of all or any part of the Leased
Premises; or (b) upon the measured value of Tenant's personal property located
in the Leased Premises, It being the intention of Landlord and Tenant that, to
the extent possible, such personal property taxes shall be billed to and paid
directly by Tenant; or (c) upon this transaction. Any reimbursement referred to
above shall be collectible by Landlord as Additional Rent under this Lease.


ARTICLE 10. INSURANCE AND INDEMNITY

     Section 10.1. Landlord's Insurance. Landlord shall keep in force and effect
                   --------------------
(a) a policy of general liability, including bodily injury and property damages
insurance with limits in the amount of not less than $1,000,000 for any
occurrence and $2,000,000 policy aggregate; and (b) standard fire and extended
coverage property insurance covering the full replacement cost of the Building
(excluding Tenant Work but including the roof).

     Section 10.2. Tenant's Insurance. At all times Tenant shall keep in full
                   ------------------
force and effect a policy of general liability, including bodily injury and
property damage insurance with respect to the Leased Premises, in such limits as
reasonably required from time to time by Landlord. The limits of general
liability insurance on the Commencement Date shall be not less than $1,000,000
for any occurrence and $2,000,000 policy aggregate. These policies shall name
Landlord and any person, firm or corporation designated by Landlord as
additional insureds, and shall contain a clause that the insurer will not cancel
or change the insurance without, first giving Landlord 30 days' prior written
notice. The insurance shall be written by an insurance company, licensed and
qualified to do business in Colorado, which is reasonably acceptable to
Landlord. A copy of the policy or a certificate of insurance shall be delivered
to Landlord on or before the Commencement Date and each anniversary of the
Commencement Date throughout the Term.

     Section 10.3. Indemnity and Non-Liability.
                   ---------------------------

     (a) Neither Landlord nor Landlord's agents, employees, contractors,
officers, directors, shareholders, partners, or principals (disclosed or
undisclosed) shall be liable to Tenant or Tenant's agents, employees,
contractors, invitees, or licensees or any other occupant of the Leased
Premises, and Tenant shall save Landlord, its successors and assigns and their
respective agents, employees, contractors, officers, directors, shareholders,
partners, and principals (disclosed or undisclosed) harmless for any loss, cost,
liability, cause of action, claim, damage, expense (including reasonable
attorneys' fees and disbursements), penalty, fine or judgment incurred in
connection with or arising from any injury to Tenant or to any other person or
for any damage to or loss (by theft or otherwise) of any of Tenant's property or
of the property of any other person, irrespective of the cause of such injury,
damage, or lose (including the acts or negligence of any tenant or of any owners
or occupants of adjacent or neighboring property or caused by operations in
construction of any private, public, or quasi-public work) unless due to the
negligence or intentional acts of Landlord or Landlord's agents or employees.
However, even if such loss or damage is caused by the negligence of Landlord,
its agents or employees, Tenant waives, to the full extent permitted by law, any
claim for consequential damages in connection therewith. Landlord and its agents
and employees shall not be liable, to the extent of Tenant's insurance coverage,
for any loss or damage to any person or property even if due to the negligence
or intentionally tortious conduct of Landlord, its agents or employees.

     (b) Neither any(i) performance by Landlord, Tenant, or others of any
repairs, improvements, alterations, additions, installations, substitutions,
betterments, or decorations in or to the Building, Building equipment, or the
Leased Premises, (ii) failure of Landlord or others to make any such repairs or
improvements, (iii) damage to the Building, Building equipment, the Leased
Premises, or Tenant's property, (iv) injury to any persons caused by other
tenants in the Building, by operations in the construction of any private,
public, or quasi-public work, or by any other cause, (v) latent defect in the
Building, Building equipment, or the Leased Premises, nor (vi) inconvenience or
annoyance to Tenant or injury to or interruption of Tenant's business by reason
of any of the events or occurrences referred to in the foregoing subdivisions
(i) through (v) shall impose any liability on Landlord by Tenant, except such
liability as may be imposed upon Landlord: (1) by law for Landlord's negligence
or the negligence of Landlord or its agents or employees in the operation or
maintenance of the Building or the Building equipment; or (2) for the breach by
Landlord of any express covenant of this Lease on Landlord's part to be
performed. No representation, guaranty, or warranty is made or assurance given
that the security systems, devices, or procedures of the Building will be
effective to prevent injury to Tenant or any other person or damage to, or loss
(by theft or otherwise) of, any of Tenant's property or of the property of any
other person, and Landlord reserves the right to discontinue or modify at any
time such security systems or procedures, if any, without liability to Tenant.
Landlord will provide Tenant with reasonable advance notice prior to
discontinuing or modifying such security systems. Tenant acknowledges that, as
of the date of this Lease, there is no security system in the Leased Premises.
Landlord will not add a security system without Tenant's consent.

     (c) Subject to Paragraph 10.4 below, Tenant agrees to indemnify, defend,
and hold Landlord, its employees, agents, and contractors harmless from all
liability, costs, or expenses, including attorneys' fees, on account of damage
to the person or property of any third party, including any other tenant in the
Building, to the extent caused by the acts or omissions of Tenant, its
employees, agents or contractors. Subject to Paragraph 10.4 below, Landlord
agrees to indemnify, defend, and hold Tenant, its employees, agents, and
contractors harmless from all liability, costs, or expenses, including
attorneys' fees, on account of damage to the person or property of any third
party, including any other tenant in the Building, to the extent caused by the
acts or omissions of Landlord, its employees, agents or contractors.

     (d) Tenant shall pay to Landlord as Additional Rent, within five days
following rendition by Landlord to Tenant of bills or statements therefor, sums
equal to all losses, costs, liabilities, causes of action, claims, damages,
expenses, fines, penalties, and judgments referred to in this Section 10.3.
Tenant hereby agrees to indemnify, defend and hold Landlord, its employees,
agents and contractors harmless from all liability, costs and expenses,
including attorneys' fees arising out of Tenant's default in the performance of
any of the terms of this Lease.

     (e) Tenant's obligations under this Section 10.3 shall survive the
expiration or earlier termination of this Lease.

     Section 10.4. Waiver of Subrogation. Notwithstanding any other provision of
                   ---------------------
this Lease to the contrary, Landlord and Tenant each hereby waive any right of
recovery against the other party, its employees, agents, and contractors for any
loss or damage that

                                       9
<PAGE>

is caused by any peril covered by standard fire and extended coverage insurance
or any other insurance actually carried (or required to be carried under this
Lease) by the party suffering the loss or damage and in force at the time of
such loss or damage. Landlord and Tenant shall cause their respective insurers
to issue appropriate waivers of subrogation rights and endorsements to all
policies of insurance carried in connection with the Building or the Leased
Premises or the contents thereof. Tenant agrees to cause all other occupants of
the Leased Premises claiming by, under, or through Tenant to execute and deliver
to Landlord a waiver of claims as stated above and to obtain waivers of
subrogation rights and endorsements as stated above.



     ARTICLE 11. DAMAGE BY CASUALTY

     Section 11.1. Notice. Tenant shall give immediate written notice to
                   ------
Landlord of any damage to the Leased Premises by fire or other casualty.

     Section 11.2. Restoration of Improvements.
                   ---------------------------

     (a) in the event the Leased Premises are damaged by fire or other casualty,
unless this Lease is terminated as provided below, Landlord shall proceed with
reasonable diligence, at its sole cost and expense, to repair the Leased
Premises. If such repairs cannot, in Landlord's sole determination, be made
within 120 days after the occurrence of such damage (without the payment of
overtime or other premiums), Landlord shall notify Tenant within 30 days after
such casualty of the approximate length of time Landlord estimates will be
required to complete such repairs, and either party may terminate this Lease by
written notice to the other within 15 days after Landlord notifies Tenant of the
estimated time for completion of such repairs. Until any such repairs to the
Leased Premises are completed, the Fixed Rent shall be abated in proportion to
the part of the Leased Premises, if any, that is unusable by Tenant in the
conduct of its business (but there shall be no abatement of Fixed Rent by reason
of any portion of the Leased Premises being unusable for a period of five
business days or less). If the fire or other casualty is due to the negligence
or misconduct of Tenant, its agents, employees, contractors, or invitees, there
shall be no abatement of Fixed Rent, and Tenant shall be liable to Landlord for
the amount by which the cost of such repairs exceeds the insurance proceeds
received by Landlord or the amount of insurance proceeds that would have been
received by Landlord had Landlord maintained the insurance required under this
Lease, whichever is greater. If any deadline for the giving of any notice
required from Landlord under this Section or for the completion of repairs is
delayed because of (a) insurance settlement procedures, (b) failure of any
mortgagees to agree to or approve the repair, changes, deletions or additions in
construction requested by Tenant, or (c) strikes, lockouts, casualties, acts of
God, war, material or labor shortages, government regulations or control or
other causes beyond the control of Landlord, then the period for the giving of
such notice or the completion of such repair shall be extended for the amount of
time Landlord is so delayed.

     (b) If the Building or the Leased Premises shall be totally destroyed or
substantially damaged by a casualty or if insurance proceeds from any insured
casualty shall not be made available to Landlord by the holder of any mortgages
affecting the Building, then, in either event, Landlord may elect either to
rebuild and repair the Building and the Leased Premises or to terminate this
Lease, effective upon giving notice of such election, in writing, to Tenant
within 30 days after the occurrence of such casualty. Without limiting the
generality of the foregoing, the Building shall be deemed to have been
substantially damaged if more than one-third of the rentable square feet of the
Building (as stated In Article 1) has been damaged or destroyed or if the
Building shall be so damaged that Landlord shall decide to demolish it. Damage
to the Building or the Leased Premises caused by a casualty not covered by
Landlord's insurance shall be deemed substantial if the cost of repairing such
damage will, in Landlord's sole determination, exceed $50,000. Landlord's
obligation to rebuild and repair under this Section shall in any event be
limited to restoring the Building and the Leased Premises to substantially the
condition in which they existed prior to the casualty. In no event shall
Landlord be required to repair any of Tenant's leasehold improvements, fixtures,
equipment, furniture, furnishings, and personal property, and Tenant agrees
that, promptly after the completion of such work by Landlord, it will proceed
with reasonable diligence and at its sole cost and expense to rebuild, repair,
and restore its fixtures, equipment and other installations.

     Section 11.3. Damage During Last Year of Lease Term. Without limiting
                   -------------------------------------
Landlord's rights under Section 11.2, in the event the Leased Premises shall be
substantially damaged, in Landlord's reasonable judgment, during the last year
of the Term, Landlord may elect either to rebuild or repair the Leased Premises
or to terminate this Lease effective upon giving notice of such election, in
writing, to Tenant within 30 days after the happening of the fire or other
casualty.


ARTICLE 12. RIGHTS RESERVED TO LANDLORD

     Section 12.1. Access to Leased Premises. Landlord and Landlord's agents
                   -------------------------
shall have the right (but shall not be obligated) to enter the Leased Premises
in any emergency at any time, and to perform any acts related to the safety,
protection or preservation of the Leased Premises. Landlord shall give such
notice of such entry as is reasonable under the circumstances to prevent damage
to or interfere with any of Tenant's equipment in the Leased Premises. At other
reasonable times, and upon reasonable notice, Landlord and its agents may enter
the Leased Premises to examine them and make such repairs, replacements and
improvements as Landlord may deem necessary and reasonably desirable to the
Leased Premises or to any other portion of the Building or for the purpose of
complying with laws, regulations and other requirements of governmental
authorities. Landlord may, during the progress of any work in the Leased
Premises, take all necessary materials and equipment into the Leased Premises
and close or temporarily suspend operation of entrances, doors, corridors,
elevators or other facilities without such interference constituting an
eviction. Tenant shall not be entitled to any abatement of Rent or any damages
by reason of loss or interruption of business or otherwise during such periods.
During such periods, Landlord shall use reasonable efforts to minimize any
interference with Tenant's use of the Leased Premises for its normal business
operations. Tenant shall at all times have access to the Leased Premises.
Throughout the Term, Landlord shall have the right to enter the Leased Premises
at reasonable hours, and upon reasonable notice, for the purposes of showing the
same to prospective purchasers and mortgagees, and during the last six months of
the Term, to prospective tenants. Also during the last six months of the Term,
Landlord may place "For Rent" notices upon the Common Areas and exterior
portions of the Building. If Tenant is not present to open and permit an entry
into the Leased Premises, Landlord or Landlord's agents may enter the same
whenever such entry may be necessary or permissible by master key or forcibly,
provided reasonable care is exercised to safeguard Tenant's property. Such entry
shall not render Landlord or its agents liable, nor shall the obligations of
Tenant under this Lease be affected by such entry unless Landlord fails to use
reasonable care in such entry.

     Section 12.2. Relocation of Leased Premises. [Intentionally Omitted]
                   -----------------------------

     Section 12.3. Additional Rights. Landlord shall have the following
                   -----------------
additional rights exercisable without notice (except as provided below) and
without liability to Tenant for damage or injury to property, personal business,
all claims for damage being hereby released, and without effecting an eviction
or disturbance of Tenant's use or possession of the Leased Premises or giving
rise to any claim for setoffs or abatement of Rent. Landlord shall use
reasonable efforts to minimize any interference with Tenant's use of the Leased
Premises for its normal business operations and Tenant shall at all times have
access to the Leased Premises:

     (a) Upon 30 days' notice, to change the name, number or designation by
     which the Building may be known;

     (b) To make such changes in or to the Building, including the Building
     equipment and systems, as Landlord may deem necessary or desirable,
     provided that any such change does not deprive Tenant of a reasonable means
     of access to the Leased Premises or interfere with the use of the Leased
     Premises, or interfere with any supplemental system installed by Tenant
     hereunder;

     (c) To have access to all mail chutes, if any, according to the rules of
     the United States Postal Service or any successor

                                      10
<PAGE>

     (d) To exclude or expel any peddler, solicitor or beggar at any time from
     the Leased Premises or the Building;

     (e) To approve the weight, size and location of safes, and other heavy
     articles in and about the Leased Premises and the Building or Tenant
     agreeing that Tenant shall not install such items until Tenant has obtained
     that approval in writing which approval shall not be unreasonably withheld;


ARTICLE 13. EMINENT DOMAIN

     Section 13.1. Taking of Leased Premises. If all of the Leased Premises
                   -------------------------
shall be taken for any public or quasi-public use under any statute or by right
of eminent domain, or purchased under threat of such taking, this Lease shall
automatically terminate on the date on which the condemning authority takes
possession of the Leased Premises (the "Date of Taking"). If so much of the
Leased Premises (but less than all) is taken as shall render the Leased Premises
untenantable, Tenant shall have the right to terminate within thirty (30) days
after the Date of Taking.

     Section 13.2. Partial Taking of Building. If only part of the Building is
                   --------------------------
taken or purchased as set out in Section 13.1, then:

     (a) If in the reasonable opinion of Landlord, substantial alteration or
     reconstruction (or demolition) of the Building is necessary as a result of
     the taking or purchase, whether or not the Leased Premises are or may be
     affected, Landlord shall have the right to terminate this Lease by giving
     Tenant at least thirty (30) days' written notice of such termination, and

     (b) If more than one-third of the rentable square feet of the Building is
     included in such taking or purchase, Landlord and Tenant shall each have
     the right to terminate this Lease by giving the other at least 30 days'
     written notice thereof.

     If either party exercises its right of termination under Section 13.1 or
13.2 (and any such right must be exercised within 30 days after the Date of
Taking, failing which such right shall be deemed waived), this Lease shall
terminate on the date stated in the notice, provided, however, that no such
termination may occur later than 60 days after the Date of Taking.

     Section 13.3. Surrender. On the date of any termination under Section 13.1
                   ---------
or 13.2, Tenant shall immediately surrender to Landlord the Leased Premises and
all interests under this Lease, and Tenant shall pay Landlord Rent through the
date of termination (or through the Date of Taking, if such date shall not be
the same as the date of termination).

     Section 13.4. Rent Adjustment for Partial Taking of Leased Premises. If any
                   -----------------------------------------------------
portion of the Leased Premises (but less than the whole thereof) is so taken,
and no rights of termination conferred under this Article are timely exercised,
the Term shall expire with respect to the portion so taken on the Date of
Taking. In such event, the Rent thereafter payable under this Lease shall be
adjusted pro rata by Landlord in order to account for the resulting reduction In
the number of rentable square feet In the Leased Premises.

     Section 13.5. Awards. Upon any such taking or purchase, Landlord shall be
                   ------
entitled to receive and retain the entire award or consideration for the
affected lands and improvements, and Tenant shall not have or advance any claim
against Landlord for the value of its property or its leasehold estate of the
unexpired Term, or for the costs of removal or relocation, or business
interruption expense or any other damages arising out of such taking or
purchase. Nothing in this Article shall give Landlord any interest in or
preclude Tenant from seeking and recovering on its own account, a separate award
from the condemning authority attributable to the taking or purchase of Tenant's
trade fixtures and any tenant improvements paid for by Tenant, or the removal or
relocation of its business and effects, or the interruption of its business,
provided that Landlord's award is not diminished by the separate award. If any
such award made or compensation paid to either party specifically includes an
award amount for the other, the party first receiving the same shall promptly
account therefor to the other.


ARTICLE 14. ASSIGNMENT AND SUBLETTING

     Section 14.1. Consent Required. Tenant shall not assign, mortgage, pledge,
                   ----------------
encumber or in any manner transfer this Lease or any part of the Leased
Premises, or allow any third party to occupy the Leased Premises, without the
prior written consent of Landlord in each instance, which Landlord shall not
unreasonably withhold. Any attempt to do any of such acts without such consent
shall be null and void and of no effect. A transfer of control of Tenant,
including but not limited to a transfer of stock if Tenant is a corporation
(unless pursuant to a legitimate capital restructuring, i.e. an IPO) shall be
deemed an assignment under this Lease and shall be subject to all the provisions
of this Article, including the requirement of obtaining Landlord's prior written
consent. The consent by Landlord to any assignment, mortgage, pledge,
encumbrance, transfer, subletting or occupancy by a third party shall not
constitute a waiver of the necessity for such consent to any subsequent
assignment, mortgage, pledge, encumbrance, transfer, subletting or occupancy by
a third party. This prohibition against assigning, mortgaging, pledging,
encumbering, transferring, subletting occupancy by a third party shall be
construed to include a prohibition against any assignment, mortgage; pledge,
encumbrance, transfer, subletting or occupancy by a third party by operation of
law.

     If this Lease is assigned, or if all or any part of the Leased Premises or
any part is sublet or occupied by anybody other than Tenant, Landlord may
collect Rent from the assignee, subtenant or occupant, and apply the net amount
collected to the Fixed Rent and Additional Rent reserved under this Lease, but
no such assignment, subletting, occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the assignee, subtenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of its
covenants in this Lease.

     Notwithstanding any assignment, mortgage, pledge, encumbrance, transfer,
sublease or occupancy by a third party, Tenant shall remain fully liable on this
Lease and shall not be released from performing any of the terms, covenants and
conditions of this Lease.

     Further, any consent to a sublease or other occupancy agreement shall be
conditioned upon Landlord recovering fifty percent (50%) of the difference, if
any, between the Fixed Rent paid by the sublessee or occupant (less brokerage
commissions and tenant improvement allowance) over the Fixed Rent due the
Landlord under this Lease, and any consent to an assignment shall be conditioned
upon receipt of fifty percent (50%) of any premium fee or other charge paid by
the proposed assignee to the Tenant.

     Tenant acknowledges and agrees that, without otherwise limiting the grounds
under this Lease or applicable law on which Landlord may reasonably withhold its
consent to any request by Tenant to assign this Lease or sublet the Leased
Premises or otherwise transfer any interest in this Lease or right to occupy the
Leased Premises, it shall be reasonable for Landlord to withhold its consent to
any such request to an assignment, sublease or other transfer if,

          (1) the use of the Leased Premises contemplated by the proposed
     transferee would significantly increase the pedestrian and/or vehicular
     traffic in and around the Building or would generally not conform with the
     other tenant uses in the Building, or

          (2) The financial strength and business reputation of the proposed
     transferee is unacceptable to Landlord in its reasonable discretion.

                                      11
<PAGE>

Without limiting the generality of the foregoing, Tenant acknowledges that the
Leased Premises may not be used for welfare agencies: medical offices;
counseling clinics; employment agencies; parole offices; call services;
telephone bank offices; governmental offices; travel agencies; merchandise
sales; storage of merchandise; safe deposit businesses: recording, dance or
music studios; labor unions; beauty salons or barber shops; schools; public
stenographers' or typists' offices; businesses of photographic or multilith or
multigraph reproductions or offset printing (not precluding, however, the use of
part of a leased space for the tenant's own printing In connection with its own
business operations); executive suites; preparation of food for sale on or off
of the premises; sale of food; and businesses dealing generally with the public
so as to generate a large amount of foot traffic within or around the Building.

     Notwithstanding anything to the contrary contained hereinabove In this
Section 14, Tenant shall have the right, without obtaining Landlord's prior
written consent, to assign or sublease all or any portion of the Premises to the
following parties on the following conditions: (A) Any subsidiary or affiliate
of Tenant, provided Tenant owns a substantial interest In such affiliate or
subsidiary; (B) Any parent corporation of Tenant; (C) Any subsidiary or
affiliate of Tenant's parent corporation if such parent owns a substantial
interest In such subsidiary or affiliate; or (D) Any corporation into which
Tenant may be merged or consolidated or which purchases all or substantially all
of the assets or stock of Tenant; provided that the resulting corporation has a
net worth at least equal to Tenant's net worth as of the date hereof. Tenant's
rights hereunder are further conditioned on: (i) Tenant continues to remain
primarily liable on its obligations set forth herein; (ii) Any such subtenant
and/or assignee shall assume and be bound by all obligations of Tenant for
payment of all amounts of rental and other sums and the performance of all
covenants required by Tenant pursuant to this Lease; (iii) Any such subtenant
and/or assignee intends to operate the Premises in accordance with the usage
restrictions of thIs Lease; and (iv) Not less than thirty (30) days prior to the
effective date of such transaction, Tenant shall provide Landlord with copies of
the documents evidencing such transaction and such evidence as Landlord may
reasonably require to establish that such transaction falls within the terms and
provisions of this subparagraph. A transfer of stock of Tenant shall not be
deemed an assignment under this Lease unless such transfer (i) is made without
receipt of adequate consideration therefor (including, without limitation, the
value of services); and (ii) results in a change of control of management of
Tenant. If Tenant becomes a publicly traded company, then in no event shall any
transfer of stock via the publicly recognized over the counter exchange be
deemed an assignment under this provision.


ARTICLE 15. BANKRUPTCY

     Section 15.1. Prior to Commencement Date. If at anytime prior to the
                   --------------------------
Commencement Date there shall be filed against Tenant by any third party in any
court pursuant to any statute either of the United States or of any state a
petition In bankruptcy or insolvency or for reorganization or for the
appointment of a receiver or trustee or conservator of all or a portion of
Tenant's property which is not dismissed within sixty (60) days, this Lease
shall ipso facto be canceled and terminated, and in such event, neither Tenant
      ---- -----
nor any person claiming through or under Tenant or by virtue of any statute or
of an order of any court, shall be entitled to possession of the Leased
Premises, and Landlord in addition to exercising the other rights and remedies
provided in this Lease or in any statute or rule of law, may retain as damages
any Rent, Security Deposit or moneys received by it from Tenant or others on
behalf of Tenant. If at any time prior to the Commencement Date there shall be
filed by Tenant in any court pursuant to any statute either of the United States
or of any state a petition in bankruptcy or insolvency or for reorganization or
for the appointment of a receiver or trustee or conservator of all or a portion
of Tenant's property or if Tenant makes an assignment for the benefit of
creditors, this Lease shall ipso facto be canceled and terminated, and in such
                            ---- -----
event, neither Tenant nor any person claiming through or under Tenant or by
virtue of any statute or of an order of any court, shall be entitled to
possession of the Leased Premises, and Landlord, in addition to exercising the
other rights and remedies provided in this Lease or in any statute or rule of
law, may retain as damages any Rent, Security Deposit or moneys received by it
from Tenant or others on behalf of Tenant.

     Section 15.2. During the Term of this Lease. If on the Commencement Date or
                   -----------------------------
at anytime during the Term there shall be filed against Tenant in any court
pursuant to any statute either of the United States or of any state a petition
in bankruptcy or insolvency of for reorganization or for the appointment of a
receiver or trustee or conservator of all or a portion of Tenant's property
which is not dismissed within sixty (60) days, this Lease, at the option of
Landlord may be canceled and terminated, and in such event, neither Tenant nor
any person claiming through or under Tenant or by virtue of any statute or of an
order of any court shall be entitled to possession or to remain in possession of
the Leased Premises but shall immediately surrender the Leased Premises to
Landlord, and Landlord, in addition to exercising the other rights and remedies
provided in this Lease or in any statute or rule of law, may retain as damages
any Rent, Security Deposit, or moneys received by it from Tenant or others on
behalf of Tenant. If on the Commencement Date or at any time during the Term
there shall be filed by Tenant in any court pursuant to any statute either of
the United States or of any state a petition in bankruptcy or insolvency of for
reorganization or for the appointment of a receiver or trustee or conservator of
all or a portion of Tenant's property, or if Tenant makes an assignment for the
benefit of creditors, this Lease, at the option of Landlord may be canceled and
terminated, and in such event, neither Tenant nor any person claiming through or
under Tenant or by virtue of any statute or of an order of any court shall be
entitled to possession or to remain in possession of the Leased premises but
shall immediately surrender the Leased Premises to Landlord, and Landlord, in
addition to exercising the other rights and remedies provided in this Lease or
in any statute or rule of law, may retain as damages any Rent, Security Deposit,
or moneys received by it from Tenant or others on behalf of Tenant.

     Section 15.3. Measure of Damages. In the event of the termination of this
                   ------------------
Lease pursuant to Section 15.1 or 15.2 above, Landlord shall be entitled to the
same rights and remedies as set forth in Article 16.

     Section 15.4. Adequate Assurance of Future Performance. in the event of the
occurrence of any of the events specified in this Article, if Landlord shall not
choose to exercise, or by law shall not be able to exercise, its rights under
this Lease to terminate this Lease upon the occurrence of such events, then, in
addition to any other rights of Landlord allowed under this Lease or by law,
Landlord shall not be obligated to provide Tenant with any of the services
specified in Article 8, unless Landlord has received compensation in advance for
such services, and the parties agree that Landlord's reasonable estimate of the
compensation required with respect to such services shall control. Further,
neither Tenant, as debtor-in-possession, nor any trustee or other person
(referred to in this Lease as the Assuming Tenant ) shall be entitled to assume
this Lease unless, on or before the date of such assumption, the Assuming Tenant
(x) cures, or provides adequate assurance that the latter will promptly cure,
any existing default under this Lease, (y) compensates, or provides adequate
assurance that the Assuming Tenant will promptly compensate, Landlord for any
pecuniary loss, including, without limitation, attorneys' fees and
disbursements, resulting from such default, and (z) provides adequate assurance
of future performance under this Lease. The parties agree that, for such
purposes, any cure or compensation shall be effected by the immediate payment of
any monetary default or any required compensation, or the immediate correction
or bonding of any nonmonetary default; any "adequate assurance" of such cure or
compensation shall be effected by the establishment of an escrow fund for the
amount at issue or by bonding; and "adequate assurance" of future performance
shall be effected by the deposit of cash security in an amount equal to the sum
of six (6) months' Fixed Rent for the calendar year immediately preceding such
assignment plus an amount equal to any increase in Rent under Article 4 for the
calendar year preceding the year in which such assumption is intended to become
effective, which deposit shall be held by Landlord for the balance of the Term,
without interest, as security for the full performance of all of Tenant's
obligations under this Lease.

     Landlord and Tenant agree that the foregoing provision was a material part
of the consideration for this Lease.



ARTICLE 16. TENANT'S DEFAULT

     Section 16.1. Events of Default. The occurrence of any of the following
                   -----------------
events shall constitute a default by Tenant under this Lease:
<PAGE>

     (a) Tenant shall have failed to pay any installment of Rent within five
days after written notice that such payment is overdue; provided, however,
Tenant is not entitled to more than two (2) notices of delinquent payments
during any calendar year and, if thereafter during such calendar year any Fixed
Rent, Additional Rent or other monetary sum owing is not paid when due, an Event
of Default shall automatically occur;

     (b) Tenant shall have failed to comply with any other, non-monetary
obligation of Tenant under this Lease and Tenant shall have failed to cure such
non-monetary default within 15 days after Landlord, by written notice, has
informed Tenant of such noncompliance (except that In the case of a default
which cannot with due diligence be cured within a period of 15 days, Tenant
shall have such additional time to cure same as may reasonably be necessary,
provided Tenant begins to correct the breach within the 15-day period and
proceeds promptly, effectively, continuously and with due diligence to cure such
default after receipt of said notice);

     (c) Tenant shall abandon the Leased Premises:

     (d) Whenever Tenant, Its employees, agents, mortgagees, invitees or any
other individuals who are in or about the Building as a result of Tenant's
presence In the Building have caused on more than one occasion material damage
to the Building and such damage has not promptly and adequately been repaired at
no cost to Landlord.

     Section 16.2. Termination or Re-Entry. In the event of any default by
                   -----------------------
Tenant, then, notwithstanding the fact that Landlord has or may have some other
remedy under or by virtue of this Lease or in law or in equity, Landlord shall
have the following remedies:

     (a) Landlord may give Tenant a notice of termination of this Lease (the
"Termination Notice"), specifying a day not less than five days after Landlord
gives Tenant the Termination Notice, and, upon the giving of the Termination
Notice, this Lease and the Term and estate granted by it shall expire and
terminate upon the day specified in the Termination Notice as fully and
completely and with the same force and effect as if the day so specified were
the Expiration Date, and all rights of Tenant shall terminate, but Tenant shall
remain liable for damages as provided below.

     (b) Landlord, without further notice and without terminating this Lease,
may enter upon, re-enter, possess and repossess itself of the Leased Premises,
by force, summary proceeding, ejectment or otherwise, and may dispossess and
remove Tenant and all other persons and property from the Leased Premises and
may have, hold and enjoy the Leased Premises and the right to receive all rental
and other income of and from the Leased Premises.

     (c) Landlord shall have the right of injunction, and Tenant agrees to pay
the premium for any bond required in connection with such injunction.

     (d) Landlord shall be permitted to exercise any other rights or remedies
set forth in this Lease or otherwise applicable to it by operation of law or
contract.

     Section 16.3. Damages. Tenant covenants and agrees that in the event of the
                   -------
expiration or termination of this Lease or re-entry by Landlord under any of the
provisions of this Article 16 or pursuant to law by reason of Tenant's default
under this Lease, Tenant shall remain liable for all Rent (including any late
charges Imposed under Section 3.3) accrued and unpaid to the date of such
termination or re-entry. Landlord will use commercially reasonable efforts to
mitigate its damages. Tenant shall also pay to Landlord as damages with respect
to this Lease the following:

     (a) All expenses incurred by Landlord for legal costs, for attorneys' fees
and disbursements incurred by Landlord in enforcing the performance by Tenant
and in exercising the rights and remedies of Landlord under this Lease, whether
or not Landlord resorts to formal litigation or other legal proceedings, and for
any court costs; for reletting (including without limitation advertising and
brokerage costs); for putting and maintaining the Leased Premises in good order
condition and repair; for preparing the Leased Premises for reletting; and for
all costs incurred in connection with the appointment of and performance by any
receiver. If the new lease term extends beyond the Term or the premises covered
thereby includes other premises not part of the Leased Premises, a fair
apportionment of the reletting expenses will be made, and any rental concessions
will be amortized over the term of the new lease, plus,

     (b) Sums equal to the Rent which would have been payable by Tenant had this
Lease not been so terminated, or had Landlord not so re-rented the Lease
Premises, payable upon the days specified in this Lease following such
termination or such re-entry and until the Expiration Date of the Lease;
provided, however, that if the Lease Premises shall be leased or re-let during
said period, Landlord shall credit Tenant with the new rent, If any, received by
Landlord from such leasing or re-letting, after first deducting from the gross
rents as and when received by Landlord from such leasing or re-letting the
expenses Incurred or paid by Landlord in terminating this Lease or of
re-entering the Leased Premises and of securing possession thereof, as wall as
the expense of leasing and re-letting, including altering and preparing any
portion of the Leased Premises for new tenants, brokers' commissions and all
other expenses properly chargeable against the Leased Premises and the rents for
the Leases Premises. If the new lease term extends beyond the Term or the
premises covered thereby includes other premises not part of the Leased
Premises, a fair apportionment of the reletting expenses will be made, and any
rental concessions wIll be amortized over the term of the new lease, as more
fully described in subsection (a) above; but In no event shall Tenant be
entitled to receive any excess of such net rental payments over the Rent payable
by Tenant to Landlord under this Lease.

     At the election of Landlord, in lieu of collecting any or further monthly
deficiencies as set forth in this subsection (b) above, Landlord shall be
entitled to recover from Tenant, as liquidated damages for such breach, in
addition to any damages becoming due under subsection (a) above, a sum which
represents the excess, If any, of the present value of the aggregate of the Rent
which would have been payable by Tenant for the period commencing with the date
of the breach and ending with this Expiration Date of the Lease, had this Lease
not so terminated or had Landlord not so re-entered the Leased Premises, minus
the present reasonable fair market rental value of the Leased Premises for the
same period, both discounted to the date of the default of an annual rate of not
more than one point in excess of the discount rate as announced from time to
time by the Federal Reserve Bank in Denver Colorado

     Suit or suits for the recovery of any and all damages or any installments
of damage payments provided for under this Lease may be brought by Landlord from
time to time at its election, and nothing contained in this Lease shall be
deemed to require Landlord to postpone suit until the date when the Term would
have expired if it had not been terminated under the provisions of this Article
16, or under provisions of any law, or had Landlord not re-entered the Leased
Premises.


     Nothing contained in this Lease shall be construed as limiting or
precluding the recovery by Landlord against Tenant of any damages to which
Landlord may lawfully be entitled In any cause other than those particularly
provided for above.



ARTICLE 17. SURRENDER

     Section 17.1. Possession. Upon the expiration or earlier termination of
                   ----------
this Lease, Tenant shall immediately surrender possession of the Leased Premises
In as good a state and condition as they were entered into, reasonable wear and
tear and casualty damage (other than that which Tenant is obligated to repair)
excepted. Upon such surrender, all rights, title and interest of Tenant in the
Leased Premises shall cease.

     Section 17.2. Trade Fixtures, Personal Property and Improvements. Subject
                   --------------------------------------------------
to Tenant's right under Article 8, after the expiration or other termination of
this Lease, all of Tenant's trade fixtures, personal property, and improvements
remaining in the Leased Premises shall be deemed conclusively to have been
abandoned by Tenant and may be appropriated, sold, destroyed or otherwise
disposed of by Landlord without notice or obligation to compensate Tenant or to
account for same, and Tenant shall pay to Landlord on written demand
<PAGE>

all costs incurred by Landlord in connection with the property including, but
not limited to, the costs of repairing any damage to the Building or the Leased
Premises caused by removal of such property. Tenant's obligations under this
Section shall survive the expiration or earlier termination of this Lease.


     Section 17.3. Merger. The voluntary or other surrender of this Lease by
                   ------
Tenant or the cancellation of this Lease by mutual agreement of Tenant and
Landlord shall not work a merger, and, at Landlord's option, shall terminate all
or any subleases and subtenancies or operate as an assignment to Landlord of all
or any subleases or subtenancies. Landlord's option under this Section shall be
exercised by notice to Tenant and all known sublessees or subtenants in the
Leased Premises.


     Section 17.4. Payments After Termination. No payments of money by Tenant to
                   --------------------------
Landlord after the expiration or other termination of the Term shall reinstate,
continue or extend the Term or make ineffective any notice given to Tenant prior
to the payment of such money. After the service of notice or the commencement of
a suit, or after final judgment granting Landlord possession of the Leased
Premises, Landlord may receive and collect any sums of Rent due under this
Lease, and the payment of those sums shall not make ineffective any notice or in
any manner affect any pending suit or any judgment obtained.


ARTICLE 18. HOLDING OVER

     If Tenant retains possession of all or any part of the Leased Premises
after the expiration or termination of this Lease, at Landlord's option Tenant
shall be deemed to be unlawfully retaining possession or shall be deemed to be a
month-to-month tenant of the Leased Premises on all the terms and conditions of
this Lease, except that Tenant shall pay as Rent a sum equal to twice the
amount, including Fixed Rent and Additional Rent payable for the month preceding
such holding over, computed on a daily basis for each day that Tenant remains in
possession. In addition to such Rent, Tenant shall be liable for and shall pay
to Landlord all damages, consequential as well as direct, sustained by reason of
Tenant's holding over.


ARTICLE 19. NO WAIVER; REMEDIES CUMULATIVE

     Section 19.1. No Waiver. No waiver by Landlord or Tenant of a breach of any
                   ---------
covenants, agreements, obligations or conditions of this Lease shall be
construed to be a waiver or any future breach of the same or any other covenant,
agreement, obligation or condition of this Lease.

     Section 19.2. Remedies Cumulative. The rights and remedies created by this
                   -------------------
Lease are cumulative, and the use of one remedy shall not be taken to exclude or
waive the right to use of another, or exclude any other right or remedy allowed
by law.


ARTICLE 20. ESTOPPEL CERTIFICATE, SUBORDINATION ATTORNMENT

     Section 20.1. Estoppel Certificate. At any time upon not less than 10 days'
                   --------------------
prior written request, Tenant-and Landlord each shall execute and deliver in
recordable form and in substance satisfactory to the other, an estoppel
certificate certifying (a) the date to which Rent has been paid; (b) the amount
of any Security Deposit; (c) that Tenant has accepted the Leased Premises; (d)
that this Lease is in full force and effect and has not been modified or amended
(or if modified or amended, denominating the same); and (e) that there are not
defenses or offsets to the obligation for Rent or defaults of the other party
under this Lease (or if any be claimed, denominating the same); and (f) such
other matters as the requesting patty may reasonably request. If the certificate
is to be delivered to a purchaser of all or part of the Building (including the
Land), it shall further include the agreement of Tenant to recognize such
purchaser as Landlord under this Lease. The purchaser must assume Landlord's
obligations under this Lease, and thereafter Tenant will pay Rent to the
purchaser or its designee in accordance with the terms of this Lease, and Tenant
acknowledges that any such purchaser may rely on such estoppel certificate.
Tenant's failure to deliver such certificate within such time shall be
conclusive evidence that this Lease is in full force and effect without
modification, that there are no defaults and that all of the foregoing and any
other matters required to be stated in the certificate are true and correct.

     Section 20.2. Subordination. This Lease is subject and subordinate to all
                   -------------
ground or underlying leases, mortgages and deeds of trust which now affect the
Building or any portion thereof (including the Land) and to all renewals,
modifications, consolidations, replacements and extensions thereof. It is
further agreed that this Lease may, at the option of Landlord, be made
subordinate to any ground or underlying leases, mortgages, or deeds of trust
which in the future may affect the Building or any portion thereof (including
the Land) or affect any ground or underlying leases, and provided that so long
as Tenant fulfills all of its obligations under the Lease, its possession of the
Premises will not be disturbed. Tenant, or Tenant's successors in interest, will
execute and deliver upon the demand of Landlord any and all Instruments desired
by Landlord to confirm the subordination of this Lease to such lease, mortgage
or deed of trust. Landlord agrees to use its reasonable efforts to obtain a
non-disturbance agreement from any present or future mortgagees of the Building.

     Section 20.3. Attornment. Tenant agrees that, at the option of the ground
                   ----------
lessor under any ground lease now or later affecting all or part of the Building
(including the Land), Tenant shall attorn to such ground lessor in the event of
the termination or cancellation of such ground lease, and if requested by such
ground lessor, enter into a new lease with the ground lessor (or a successor
ground-lessee designated by such ground lessor) for the balance of the Term then
remaining under this Lease upon the same terms and conditions as those provided
In this Lease.

     Section 20.4. Mortgages. In the event of foreclosure or exercise of power
                   ---------
of sale under any mortgage or deed of trust now or later affecting all or part
of the Building (including the Land), the holder of any such mortgage or deed of
trust (or purchaser at any sale pursuant thereto) shall have the option (a)
supplementing this Article, to require Tenant to attorn to such holder or
purchaser, and to enter into a new lease with such holder or purchaser (as
Landlord) for the balance of the Term then remaining under this Lease upon the
same terms and conditions as those provided in this Lease, or (b)
notwithstanding this Article, to elect that this Lease become or remain, as the
case may be, superior to said mortgage or deed of trust.

     Tenant shall, upon request by any such holder or purchaser, execute and
deliver any and all instruments desired by such holder or purchaser evidencing
the superiority of this Lease to any such mortgage or deed of trust.


ARTICLE 21. QUIET ENJOYMENT

     Landlord covenants and agrees with Tenant that upon Tenant paying the Fixed
Rent and Additional Rent and observing and performing all of the terms,
covenants and conditions on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the Leased Premises, subject, nevertheless, to
the terms and conditions of this Lease and to any ground leases, underlying
leases and mortgages.


ARTICLE 22. NOTICES

     Whenever any notice is required or permitted under this Lease, such notice
shall be in writing. Any notice or document required or permitted to be
delivered under this Lease shall be deemed to be delivered and received (a) when
delivered personally to any representative of the party served, or (b) one
business day after timely deposit with a commercial overnight courier service,
charges prepaid, or (c) three business days after deposit in the United States
mall, postage prepaid, registered or certified mail, return receipt requested,
<PAGE>

                                      LANDLORD:

                                      938 Bannock LLC
                                      a Colorado limited liability company

                                      Bruce Berger Realty Inc. as its man

                                      By: /s/ ILLEGIBLE
                                         ----------------------------------
                                      Title: President
                                            -------------------------------

                                      TENANT:
                                      INFLOW, INC., a Delaware corporation

                                      /s/ Arthur H. Zeile
                                      -------------------------------------
                                      Name: Arthur H. Zeile
                                           --------------------------------
                                      Title: CEO, President
                                            -------------------------------


Attached to Lease Dated October 11, 1999.



                                      16
<PAGE>

                     RIDER TO BANNOCK CENTER OFFICE BUILDING
                                 LEASE AGREEMENT
                             BETWEEN 938 BANNOCK LLC
                                       AND
                                  INFLOW, INC.



     This Rider supplements and is a part of the foregoing Bannock Center Office
Building Lease Agreement between 938 Bannock LLC as Landlord and INFLOW, INC.,
as Tenant, relating to those specific premises more fully described in the
Lease.

     Any undefined capitalized term in this Rider has the same meaning as set
forth in the Lease, unless the context indicates otherwise.

     In the event of any conflict between the provisions of this Rider and the
other portions of the Lease, the terms of this Rider will govern the agreement
of the parties.

     The Lease is supplemented as follows:

ARTICLE 24 ROOF RIGHTS. Tenant shall have the right install, at Tenant's sole
cost and expense, satellite dishes, antennae (or other telecommunications
equipment) on an approximately 1,500 square foot portion of the roof of the
Building. Tenant's rights under this Section 24 are expressly contingent upon:
(i) Tenant makes the requisite submittals to Landlord required under Section 7.2
of this Lease; (ii) Tenant obtains any and all approvals and satisfies all
requirements of any governmental or quasi-governmental authority with
jurisdiction over the Building; (iii) the height of the satellite antenna (and
any other telecommunications item located on the roof) shall not exceed five
feet from the roof unless otherwise approved in writing by Landlord; (iv)
Landlord may require, in its sole and absolute discretion, that the satellite
antenna (and any other item located on the roof) be screened from view. The
size, location, method of installation and all other matters in connection with
the satellite antenna are subject to Landlord's prior written consent which will
not be unreasonably withheld.

ARTICLE 25 OPTIONS TO EXTEND. As additional consideration for the covenants of
Tenant hereunder, Landlord hereby grants unto Tenant two options (each an
"Option") to extend the term of the Lease for two (2) additional terms of five
(5) years each (each an "Option Term"). The Option shall apply to all of the
space currently under Lease in the Building at the time such Option is exercised
and shall be on the following terms and conditions:

     A. Written notice (each "Tenant's Notice") of Tenant's interest in
exercising the applicable Option shall be given to Landlord (i) as to the first
Option Term, no earlier than twelve (12) months and no later than nine (9)
months prior to the expiration of the initial Term; and (ii) as to the second
Option Term, no earlier than twelve (12) months and no later than nine (9)
months prior to the expiration of the first Option Term. Not later than thirty
(30) days after receiving Tenant's Notice, Landlord shall give to Tenant notice
of the rental rate applicable during the applicable Option Term, in accordance
with subparagraph E below ("Landlord's Notice").

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

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

     D. Tenant's right to exercise an Option shall be conditioned on Tenant's
not being in default under the Lease at the time of exercise of the then
applicable Option or at the time of the commencement of the applicable Option
Term.

     E. The Options granted hereunder shall be upon the terms and conditions
contained in the Lease except that there shall be no further option to extend
the term of the Lease beyond the second Option Term and except that the rental
to be paid by Tenant to Landlord during each such Option Term shall be as
follows: (i) Eighteen Dollars ($18) per Rentable Square Feet of the Leased
Premises (as defined in Article 1 of the Lease) for each year of first Option
Term; and (ii) Twenty One Dollars ($21) per Rentable Square Feet of the Leased
Premises (as defined in Article 1 of the Lease) for each year of second Option
Term.

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

ARTICLE 26 MODIFICATIONS OF RULES AND REGULATIONS. Notwithstanding anything to
the contrary in the Rules and Regulations, (i) Tenant shall have the right to
order beverages, food and other items for consumption in the Leased Premises
from any vendor; and (ii) Tenant shall have the right to locate beverage and
vending machines in the Leased Premises.

ARTICLE 27 ACCESS. So long as Tenant is not in violation of the Lease beyond any
applicable cure period, Landlord will not limit or prohibit Tenant's access to
the Leased Premises, Common Areas, and all of Tenant's equipment and
supplemental systems serving the Leased Premises on a 24 hours per day, 7 days
per week, 365 days per year basis (without the requirement of prior notice to
Landlord). Tenant may make arrangements with its customers and vendors to
provide access to the Leased Premises at such times and on such conditions as
Tenant deems necessary to carry out its business operation in the Leased
Premises.

ARTICLE 28 RENT ABATEMENT. Notwithstanding anything to the contrary contained
herein, and provided Tenant is not in default under the terms of this Lease, the
Fixed Rent and parking Fee will be abated as to the entire Leased Premises
during the period commencing on the Commencement Date and ending 90 days
thereafter. Notwithstanding the abatement of Fixed Rent and the parking Fee
during such period, all other terms and provisions of this Lease shall apply to
the Leased Premises from and after the Commencement Date, including without
limitation, Tenant's payment of those utilities and services required to be paid
directly by Tenant.

ARTICLE 29 SECURITY SYSTEM. Tenant shall have the right to install a security
system for the Leased Premises, and to create a special security area within the
Leased Premises to encompass Tenant's equipment room (the "Equipment Room").
Tenant's security system may include the use of non-Building-standard locks and
other access controls which restrict access to Tenant and its customers,
provided that Landlord shall be provided with keys or other entry mechanisms to
ensure access as required by Section 12.1 of the Lease. Landlord shall not enter
Tenant's Equipment Room or permit any janitorial, maintenance, repair or other
service to such Equipment Room except as set forth below. In consideration of
Landlord agreeing to restrict its entry to the Equipment Room, Tenant hereby
agrees to indemnify and defend Landlord, its agents, employees and contractors
from any liability arising out of or in connection with the restriction on
Landlord's entry to the Equipment Room. Landlord or its agents shall have the
right, but not the obligation, to enter the Equipment Room only after at least
twenty-four (24) hours notice to Tenant and when accompanied by Tenant. Landlord
shall have the right (but no corresponding obligation) of immediate access to
the Equipment Room, without notice and company of Tenant, if Landlord reasonably
determines that such entry is necessary to prevent or respond to imminent danger
to the Leased Premises or other portions of the Building or to any person. Any
entry by Landlord will be conducted with reasonable caution under the
circumstances to prevent damage to or interference with any of the equipment in
the Equipment Room.

                                      17
<PAGE>

ARTICLE 30 FLOOR LOAD. Tenant shall have the right to install, maintain, repair
and replace computer, telecommunication, and other equipment in the Leased
Premises, so long as the loading pattern of such equipment does not exceed the
relevant floor load capacity, and Landlord hereby approves and consents to the
same. Tenant shall have the right to move computer, telecommunication, and other
equipment in and out of the Leased Premises from time to time in the course of
its business, and Landlord hereby consents thereto. Upon prior request of
Landlord, Tenant will deliver its engineer's calculation of the floor load
pattern implemented in the Leased Premises.

ARTICLE 31 COLLOCATION / INTERCONNECTION. Provided that the agreement entered
into by Tenant and its customers and vendors (collectively, "Customers") for the
co-location of equipment shall expressly provide that the customer acquires no
possessory, leasehold or other real property right or interest in the Building
or Leased Premises (including but not limited to rights to enforce any provision
of this Lease as a third party beneficiary or otherwise), Tenant shall have the
right, at no additional charge hereunder, to enter agreements with its Customers
for the following: (a) to co-locate Customer equipment in the Leased Premises
without Landlord's consent, (b) to provide short-term rights to use portions of
the Leased Premises to its Customers without Landlord's consent, and (c) to
connect Customer equipment to telecommunications facilities in the Building,
provided such Customer equipment can be disconnected from the telecommunications
facilities in the Building without necessitating a rewiring or reworking any
Building system (as opposed to capping off such connection in connection with
its removal). Items (a) and (b) above shall not be considered subleases or
assignments under this Lease. Tenant hereby agrees to indemnify and defend
Landlord, its agents, employees and contractors from any liability arising out
of or in connection with the Customers use of the Leased Premises pursuant to
the collocation rights granted to Tenant hereunder.

ARTICLE 32 UPS SYSTEM. Subject to Landlord's approval of the plans therefor in
accordance with this Lease, and provided that Tenant shall be responsible for
ensuring that the same complies with all applicable laws, rules and regulations,
Tenant shall have the right to install UPS systems and their associated
batteries within the Leased Premises, and to integrate the Building power into
such systems.

ARTICLE 33 GROUNDING. Subject to Landlord's approval of the plans therefor in
accordance with this Lease, and provided that Tenant shall be responsible for
ensuring that the same complies with all applicable laws, rules and regulations,
Tenant shall have the right, at no additional charge, to (a) tie into any
existing grounding systems in the Building, or (b) at Tenant's option, if the
existing grounding systems do not meet Tenant's requirements, to install its own
electrical grounding system.

ARTICLE 34 GENERATOR. Subject to Landlord's approval of the plans therefor in
accordance with this Lease, and provided that Tenant shall be responsible for
ensuring that the same complies with all applicable laws, rules and regulations,
Tenant, at Tenant's expense, shall have the right to install, maintain, repair
and replace from time to time, at the location outside the Building identified
on Exhibit E attached hereto which will not exceed 200 square feet (the
"Generator Pad") one power generator, together with associated equipment and
fuel tanks, to provide primary or backup power, or both, to Tenant's equipment,
and to integrate Building power into the generator. Tenant shall not be
permitted to install or utilize any underground fuel or storage tank. Tenant
will owe no additional rent for the use of the Generator Pad. Landlord shall
provide to Tenant, at no additional charge, the right to utilize for the Term of
this Lease, riser space as necessary to connect the generators to Tenant's
equipment. Tenant shall construct an enclosure reasonably acceptable to Landlord
to screen the generators. Tenant shall schedule periodic operation and
maintenance of the generator only between the hours 5:00 p.m. and 8:00 p.m. (the
"Maintenance Hours") and Tenant may only run the generator outside of the
Maintenance Hours in the event of an electric failure or outage in the Premises
wherein the use of the generator is required. Tenant's maintenance, use and
operation of the generator shall at all times be in compliance with all
applicable laws, rules and regulations, including but not limited to noise
restrictions contained in applicable zoning ordinances.

ARTICLE 35 HVAC. Subject to Landlord's approval of the plans therefor in
accordance with this Lease, and provided that Tenant shall be responsible for
ensuring that the same complies with all applicable laws, rules and regulations,
Tenant, at Tenant's expense, shall have the right to install, maintain, repair
and replace from time to time an independent cooling system. Tenant shall have
the right to locate its HVAC equipment on the roof of the Building (the "Air
Conditioning Pad"). Tenant will owe no additional rent for the use of the Air
Conditioning Pad. Landlord shall provide, at no additional charge, the right to
utilize for the Term of this Lease, riser space as necessary to connect the
supplemental HVAC equipment located on the Air Conditioning Pad to the Leased
Premises. Tenant shall have the right to install coolant lines to support its
air conditioning systems. Tenant shall have the right to tap into Building
domestic water supply in order to operate a humidifier system in the Leased
Premises. Tenant shall have the right to vent through the Building ventilation
system and to install drains for the Tenant's air conditioning systems and to
discard air conditioning wastewater into the Building's sewage system.

ARTICLE 36 FIRE SYSTEM. Subject to Landlord's approval of the plans therefor in
accordance with this Lease, and provided that Tenant shall be responsible for
ensuring that the same complies with all applicable laws, rules and regulations,
Tenant, at Tenant's expense, shall have the right to do any or all of the
following: (a) install within the Leased Premises a dry-pipe, pre-action fire
suppression system, (b) relocate or encase any water mains or other water pipes
running through or adjacent to the Leased Premises, (c) install an FM 200 gas
fire suppression system in the Leased Premises, or (d) install any other fire
suppression system approved by Landlord, which approval shall not be
unreasonably withheld.

ARTICLE 37 STRUCTURAL. Tenant shall have the right, at its expense, to do any or
all of the following: (a) to reinforce floor load capacities; (b) to cover or
block up windows and/or exterior walls in the Leased Premises, provided that
such measures are reasonably acceptable to Landlord with respect to the external
aesthetics of the Building, and that such windows and/or exterior walls are
returned, at the sole cost and expense of Tenant, to an uncovered or unblocked
condition at the expiration or other early termination of the Lease Term, and
(c) to install up to three manholes adjacent to the Building for bringing
telecommunications fiber into the Building.

ARTICLE 38 CONDUIT/ RISER SPACE. Tenant shall have the right, at no additional
charge, to all of the following: (a) to use existing fiber optic cabling in the
Building or, at Tenant's election, to construct additional telecommunications
entrances into the Building and into the Leased Premises. Landlord acknowledges
that Tenant will require redundant entrances for its data center operations; (b)
to use existing riser space and available conduit, or at Tenant's option, to
install any additional conduit and facilities required in order to connect
Tenant's generator, power, HVAC equipment and piping, antennas, grounding, and
related equipment and for other purposes not inconsistent with the design of
such conduits or risers. Upon Tenant's request, Landlord shall provide, for
Tenant's use throughout the Term of the Lease, a license to utilize portions of
the Land (as defined in the Lease) as such portions are reasonably determined by
Landlord, to connect up to ten telecommunications cables from the Leased
Premises to the applicable utility easement whether such easement is located on
or off the Land on which the Building is located. The right set forth in the
preceding sentence may include Landlord granting licenses for the Term of this
Lease, to third party telecommunications providers. Landlord shall have the
right to reasonably dictate the location and method of installation of this
cabling. Tenant acknowledges that Landlord has made no warranty or
representation of any kind or nature, express or implied, and Landlord hereby
expressly disclaims any warranty or representation with respect to the current
status or condition of fiber optic cabling, if any, in the Building as of the
date of mutual execution of this Lease.

ARTICLE 39 CONDUIT TO 938 BANNOCK STREET. Tenant shall have the right, at no
additional charge, to connect the Leased Premises to Tenant's premises in the
building located at 938 Bannock Street via up to four, four-inch conduits,
subject to Landlord's approval which shall not be unreasonably withheld.

ARTICLE 40 LANDLORD'S REMEDIES. Notwithstanding anything to the contrary in the
Lease, in no event shall Landlord be entitled to enter the Leased Premises and
remove any personal property or equipment without judicial process, unless such
personal property or equipment is deemed abandoned at the end of the Term of the
Lease as provided in Section 7.2(b).

ARTICLE 41 LANDLORD'S WARRANTIES. Landlord represents and warrants to Tenant:
(i) the Building and the Leased Premises, as of the date hereof, are subject to
a deed of trust in favor of Bank One, Colorado; (ii) to the best of Landlord's
knowledge, the Leased Premises are not in violation of any applicable law, rule
or regulation, including but not limited to applicable hazardous materials laws,
rules and regulations; and (iii) to the best of Landlord's knowledge, there is
no asbestos-containing material ("ACM") in the Leased Premises. Landlord's
knowledge includes information contained that specific Asbestos Verification
Assessment dated January 13, 1993, and prepared by ERM

                                      18
<PAGE>

EnviroClean-Rocky Mountain, Inc. If during Tenant's construction of Tenant's
Work pursuant to the Work Letter, Tenant discover and identifies ACM through
standard testing and point testing, Tenant will give Landlord written notice
within 48 hours after Tenant's discovery thereof. If such ACM is required to be
removed from the Leased Premises pursuant to applicable laws, rules or
regulations, Landlord will use reasonable efforts to remove such ACM from the
Leased Premises (the "ACM Removal"). Tenant will in no event disturb such ACM or
take any action that would result in a release of ACM or result in the ACM
becoming airborne or friable. If possible, Tenant will proceed with Tenant's
Work, but will not interfere with Landlord's ACM Removal. Landlord shall have no
obligation to remove any floor tile existing in the Leased Premises or the
Building as of the date of this Lease which floor tile may contain ACM.

ARTICLE 42 GENERAL CONDITIONS. In connection with the exercise of its rights
under the Lease, including but not limited to those rights specifically set
forth under Articles 29 through 39 of this Rider, Tenant hereby acknowledges
that all supplemental and/or new systems and facilities installed or connected
to the Building, or utilized in connection with Tenant's operation at the Leased
Premises: (i) must be designed and Installed in compliance with all applicable
laws, rules and regulations; (ii) the plans for the installation of such item
are subject to Landlord's approval in accordance with the Lease; and (iii) must
remain in or be removed from the Leased Premises (or those areas adjacent
thereto which Landlord authorized for use pursuant to this Lease) pursuant to
Section 7.2(b) of the Lease.

ARTICLE 43 TERMINATION RIGHT. Landlord has received and is currently reviewing
the Working Drawings for Tenant's Work as referenced in the Work Letter.
Landlord will send written notice to Tenant* either: (I) unconditionally
approving the Working Drawings; (ii) rejecting the Working Drawings and
notifying Tenant of the basis for rejection; or (iii) conditionally approving
the Working Drawings and noting the items that must be revised pursuant to
Landlord's conditional approval. In the event that Landlord conditionally
approves the Working Drawings or rejects the Working Drawings, then Tenant shall
have five (5) days after receipt of such notice to terminate this Lease by
delivering written notice to Landlord of termination, If Tenant delivers the
termination notice in a timely fashion, then this Lease shall be deemed
terminated as of the date Landlord receives Tenant's notice of termination and
Tenant will deliver possession of the Premises to Landlord on such date in its
then current condition. If Tenant fails to timely give notice of termination.**
Tenant will be deemed to have waived its right to terminate under this Article
and the Lease shall remain in full force and effect.

 * By October 22, 1999
** Within TEN(10) Business days

                                      19
<PAGE>

                                   EXHIBIT A
                                LEASED PREMISES


                                   [DIAGRAM]
<PAGE>

                                    EXHIBIT B

                                   WORK LETTER
                                   -----------

                                 939 BANNOCK LLC

RE: Lease dated as of October 11. 1999, by and between 938 Bannock LLC
("Landlord") and INFLOW, INC. ("Tenant") (the "Lease"), pertaining to those
specific Leased Premises more specifically described in the Lease (the "Leased
Premises")

Ladies and Gentlemen:

Concurrently herewith, you, as Tenant, and the undersigned, as Landlord, have
executed the referenced Lease, which provisions of said Lease are herein
incorporated by reference as if Fully set forth herein. (Initially capitalized
terms not otherwise defined have the same meaning as in the Lease.) In
consideration of the execution of the Lease, Landlord has agreed to complete
certain improvements in the Leased Premises and Tenant and Landlord agree as
follows:

1. Landlord, at its sole cost and expense, shall perform landscaping on the
south and west sides of the Building pursuant to those specific plans attached
hereto as Schedule B-1 (the "Landscaping"). Landlord will use commercially
reasonable efforts to complete the Landscaping prior to May 1, 2000.
Additionally, Landlord, at its sole cost and expense shall: (i) repaint the
exterior of the Building, and (ii) replace the existing awnings on the Building
(collectively "Landlord's Work"). Landlord shall perform the Landscaping and
Landlord's Work in compliance with all applicable laws, rules, regulations and
codes. Landlord shall give notice to Tenant of completion of Landlord's Work
(which may be satisfied by delivering the certificate required by Article 2 of
the Lease). Landlord shall use reasonable efforts to cause the Landlord's Work
to be completed on or before sixty (60) days after mutual execution of this
Lease (the "Scheduled Completion Date of Landlord's Work"). Upon completion of
Landlord's Work and completion of any punch list items listed in a written
agreement signed by Tenant and Landlord, Landlord shall have no Further
obligation for the improvements to the Leased Premises.

2. Tenant will complete improvements in and to the Leased Premises ("Tenant's
Work") in accordance with construction documents which shall include all
architectural, mechanical, and electrical working drawings to be provided to
Landlord (the "Working Drawings"). Tenant shall perform Tenant's Work in
compliance with all applicable laws, rules, regulations and codes. Landlord
specifically approves Tandem Enterprises, Inc. to serve as Tenant's general
contractor for the construction of Tenant's Work pursuant to this Work Letter.
Landlord acknowledges that Tenant will be constructing a computer and
telecommunications data center. All plans and Working Drawings shall be subject
to Landlord's reasonable approval, which approval shall not be unreasonably
withheld, and Tenant's Work shall be completed in accordance with Article 7 of
the Lease. Landlord shall not charge any supervision fee with respect to
Tenant's Work. Tenant acknowledges that Landlord has disclosed to Tenant that
the roof of the Leased Premises needs repair to ensure it is in a good and
working condition and that Tenant, as a part of Tenant's Work, must repair
and/or replace the roof in compliance with all applicable laws, rules and
regulations. Tenant has disclosed to Landlord its commitment to replace the roof
of the Building as a part of Tenant's Work. Landlord will provide Tenant with a
roof finish allowance in the amount of Ten Thousand Dollars ($10,000) (the "Roof
Allowance"). Tenant acknowledges that Landlord has disclosed to Tenant that the
Building requires an access ramp on the east side of the Building pursuant to
the requirements of Americans With Disabilities Act of 1990. Tenant, as a part
of Tenant's Work, must construct the access ramp in compliance with all
applicable laws, rules and regulations. Tenant has disclosed to Landlord its
commitment to construct the access ramp as a part of Tenant's Work. Landlord
will provide Tenant with a access ramp finish allowance in the amount of Ten
Thousand Dollars ($10,000) (the "Access Ramp Allowance"). In addition to the
foregoing, Tenant, as a part of Tenant's Work, will demolish all interior
non-masonry walls in the Building to allow Tenant to build out the Leased
Premises as contemplated herein. Landlord will provide Tenant with a demolition
allowance in the amount of Eighteen Thousand Six Hundred Forty Dollars ($18,640)
(the "Demolition Allowance"). The Roof Allowance, the Access Ramp Allowance and
the Demolition Allowance may hereinafter be collectively referred to as the
"Allowance."

     Landlord will pay the Allowance to Tenant in three payments: 25% of the
Allowance will be paid by Landlord upon Tenant's commencement of the Tenant Work
within the Premises; 25% of the Allowance will be paid upon 50% completion of
Tenant's Work (as certified by Tenant's architect); and the balance of the
Allowance will be paid upon (i) completion of Tenant's Work and Tenant's
occupancy of the Premises, (ii) receipt of paid invoices from Tenant evidencing
the applicable construction, along with appropriate lien waivers from Tenant's
general contractor and any subcontractors involved in Tenant's Work,
substantially in a form reasonably acceptable to Landlord, and (iii) Tenant's
obtaining a certificate of occupancy.

3. Except for the Allowance which will be paid as set forth above, all costs
related to the Tenant's Work, including, but not limited to, design fees, costs
of preparation of the Working Drawings, and costs of materials and construction,
are considered "Tenant Work Costs." Tenant shall be responsible for the direct
payment of all Tenant Work Costs. Tenant agrees to not occupy the Leased
Premises prior to the receipt of a certificate of occupancy.

     Please sign and return this letter and all accompanying copies of it to
Indicate your approval of the terms of this agreement. Very truly yours,

                         Very truly yours,

                         938 BANNOCK LLC, a Colorado limited liability company

                         Bruce Berger Realty Inc. as its manager

                         By: /s/ ILLEGIBLE
                            ------------------------------------
                         Title: President
                               ---------------------------------


CONFIRMED AND AGREED:

INFLOW, INC., a Delaware corporation

By: /s/ Arthur H. Zeile
   ---------------------------------
   (Printed Name) Arthur H. Zeile
                 -------------------
   (Title) CEO, President
          --------------------------

                                      B-1

<PAGE>

                                   EXHIBIT C
                           DEPICTION OF PARKING AREA

                                   [DIAGRAM]
<PAGE>

                                    EXHIBIT D

                              RULES AND REGULATIONS
                              ---------------------


1.   Security. Landlord may from time to time adopt appropriate systems and
     --------
     procedures for the security or safety of the Building, any persons
     occupying, using or entering thereof, and Tenant shall comply with
     Landlord's reasonable requirements relative thereto.

2.   Windows. Tenant shall observe Landlord's rules with respect to maintaining
     -------
     uniform coverings at all windows in the Leased Premises so that the
     Building presents a uniform exterior appearance, and shall not install any
     window shades, screens, drapes, covers, or other materials on or at any
     window in the Leased Premises without Landlord's prior written consent.
     Tenant shall ensure that window coverings are closed on all windows in the
     Leased Premises while they are exposed to the direct rays of sun.

3.   Water Fixtures. Tenant shall not use water fixtures for any purpose for
     --------------
     which they are not intended, nor shall water be wasted by tampering with
     such fixtures. Any cost or damage resulting from such misuse by Tenant
     shall be paid for by Tenant.

4.   Personal Use of Leased Premises. The Leased Premises shall not be used or
     -------------------------------
     permitted to be used for residential or lodging purposes or for the storage
     of personal effects or property not required for business purposes.

5.   Bicycles, Animals. Tenants shall not bring any animals or birds into the
     -----------------
     Building, and shall not permit bicycles or other vehicles inside or on the
     sidewalks outside the Building except in areas designated from time to time
     by Landlord for such purposes.

6.   Deliveries. Tenant shall ensure that deliveries of materials and supplies
     ----------
     to the Leased Premises are made through such entrances, elevators and
     corridors as may from time to time be designated by Landlord, and shall
     promptly pay or cause to be paid to Landlord the cost of repairing any
     damage In the Building caused by any person making such deliveries.

7.   Furniture and equipment. Tenant shall ensure that furniture and equipment
     -----------------------
     being moved into or out of the Leased Premises is moved through such
     entrances, elevators, and corridors as may from time to time be designated
     by Landlord, and by movers or a moving company approved by Landlord, and
     shall promptly pay or cause to be paid to Landlord the cost of repairing
     any damage in the Building caused thereby.

8.   Solicitations. Landlord reserves the right to restrict or prohibit
     -------------
     canvassing, soliciting, or peddling in the Building.

9.   Food and Beverages. Only persons approved from time to time by Landlord may
     ------------------
     prepare, solicit orders for, sell, serve, or distribute food or beverages
     in the Building, or use the elevators, corridors, or common areas for any
     such purpose. Except with Landlord's prior written consent and in
     accordance with arrangements approved by Landlord, Tenant shall not permit
     on the Leased Premises the use of equipment for dispensing food or
     beverages or for the preparation, solicitation of orders for, sales,
     serving, or distribution of food or beverages (but the foregoing shall not
     prohibit a refrigerator, microwave oven, or coffee machines solely for the
     use by Tenant's employees).

10.  Refuse. Tenant shall place all refuse in proper receptacles provided by
     ------
     Tenant at Its expense in the Leased Premises or in receptacles (if any)
     provided by Landlord forth. Building, and shall keep sidewalks and
     driveways outside the Building, and lobbies, corridors, stairwells, ducts,
     and shafts of the Building free of all refuse.

11.  Obstructions. Tenant shall not obstruct or place anything in or on the
     ------------
     sidewalks or driveways outside the Building or in the lobbies, corridors,
     stairwells, or other common areas of the Building, or use such locations
     for any purpose except access to and exit from the premises, without
     Landlord's prior written consent. Landlord may remove at Tenant's expense,
     any such obstruction or thing (unauthorized by Landlord) without notice or
     obligation to Tenant.

12.  Dangerous or Immoral Activities. Tenant shall not make any us. of the
     -------------------------------
     Leased Premises which involves the danger of Injury to any person, nor
     shall the same be used for any immoral purpose.

13.  Proper Conduct. Tenant shall not conduct itself in any manner which is
     --------------
     inconsistent with the character of the Building as a first quality
     building.

14.  Definition of "Tenant". In these Rules and Regulations, "Tenant" includes
     ----------------------
     the employees, agents, invitees, and licensees or Tenant and others
     permitted by Tenant to use or occupy the Leased Premises.

15.  Noise. Tenant shall not make, or permit to be made, any unseemly or
     -----
     disturbing noises or disturb or interfere with occupants of neighboring
     buildings or premises or those having business with them, whether by use of
     any musical instrument, radio, television set, talking machines, unusual
     noise, whistling, singing, or in any other way. Tenant shall not throw
     anything out of the doors, windows, skylights, or down the passageways.

16.  No Smoking. No smoking is permitted in the Building Common Areas, including
     ----------
     without limitation the locker facilities, common conference rooms, vending
     areas, halls and lobbies.

                                      D-1
<PAGE>

                                   EXHIBIT E
                          DEPICTION OF GENERATOR PAD

                                   [DIAGRAM]