EXHIBIT 10.14

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


     THIS LEASE AGREEMENT, MADE THIS 13th DAY OF JULY, 1999, BY AND
BETWEEN DAVE PARKER, AS LANDLORD, AND TECHNOLOGY LEARNING SYSTEMS INC,
dba Lab Technologies, AS TENANT.
     WITNESSETH, THAT, IN CONSIDERATION OF THE COVENANTS HEREIN, IT IS
AGREED:


1.   LEASE OF PREMISES.
     THE LANDLORD HEREBY LEASES TO THE TENANT, AND THE TENANT HEREBY
LEASES FROM THE LANDLORD, THE LAND AND BUILDING LOCATED AT, 8245 W I-25
FRONTAGE RD., STE 3, FREDERICK, CO, TOGETHER WITH ALL APPURTENANCES
THERETO, AND ALL FIXTURES ATTACHED THERETO, IN PRESENT CONDITION.

                        2. CONDITION OF PROPERTY.
                        -------------------------
     TENANT HAS EXAMINED, AND ACCEPTS THE BUILDING, IMPROVEMENTS, AND ANY
FIXTURE, IN PRESENT CONDITION.  NO REPRESENTATIONS, STATEMENT, OR
WARRANTY, EXPRESS OR IMPLIED, HAS BEEN MADE BY OR ON BEHALF OF LANDLORD
AS TO SUCH CONDITION, OR AS TO THE USE THAT MAY BE MADE OF SUCH PROPERTY,
IN NO EVENT SHALL THE LANDLORD BE LIABLE FOR ANY DEFECT IN SUCH PROPERTY
OR FOR ANY LIMITATION ON ITS USE, EXCEPT AS OTHERWISE PROVIDED IN THIS
LEASE, TENANT SHALL RETURN THE PROPERTY TO LANDLORD UPON EXPIRATION OR
TERMINATION OF THE LEASE, IN PRESENT CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED.

                                3. TERM.
                                --------
     THE TERM OF THIS LEASE SHALL BE 4 YEARS(S), COMMENCING ON SEPT. 1,
1999 AND ENDING ON APRIL 30, 2003, UNLESS SOONER TERMINATED IN ACCORDANCE
OF THE PROVISIONS HEREOF.

A.   HOLD OVER.  SHOULD THE TENANT HOLD OVER AND REMAIN IN POSSESSION OF
THE LEASE PROPERTY AFTER THE EXPIRATION OF THIS LEASE WITHOUT THE
LANDLORDS CONSENT, IT SHALL NOT BE DEEMED OR CONSTRUED TO BE A RENEWAL OR
AN EXTENSION OF THIS LEASE BUT SHALL ONLY OPERATE TO CREATE A MONTH TO
MONTH TENANCY WHICH MAY BE TERMINATED BY THE LANDLORD OR TENANT AT THE
END OF ANY MONTH UPON THIRTY DAYS PRIOR WRITTEN NOTICE TO THE OTHER
PARTY.

                       4. DELIVERY OF POSSESSION.
                       --------------------------
THE TENANT SHALL BE ENTITLED TO POSSESSION OF THE LEASED PREMISES AT NOON
ON THE DATE OF COMMENCEMENT OF THE LEASE TERM.

                               5. RENTAL.
                               ----------
TENANT SHALL PAY TO THE LANDLORD, AT SUCH PLACE AS THE LANDLORD MAY
DESIGNATE IN WRITING THE FOLLOWING RENT:

A. BASE RENTAL.  BASE RENTAL OF $42,736.93 FOR THE INITIAL TERM OF THIS
LEASE, PAYABLE IN INSTALLMENTS OF $1,235.50 PER MONTH COMMENCING SEPT. 1,
1999 AND CONTINUING UNTIL APRIL 30, 2003, DUE IN ADVANCE ON THE FIRST DAY
OF EACH MONTH.  IF THE LEASE TERM INCLUDES ONLY A PART OF ANY MONTH,
RENTAL FOR SUCH PART OF A MONTH SHALL BE PRORATED ACCORDINGLY AND ADDED
TO THE NEXT MONTHLY RENT AND PAID IN ADVANCE.

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A.1 OTHER PROVISIONS:
LEASE RATE FOR 2ND 12 MONTH PERIOD SHALL BE $15,270.78
LEASE RATE FOR 3RD 12 MONTH PERIOD SHALL BE $15,728,90
LEASE RATE FOR 4TH 12 MONTH PERIOD SHALL BE $4,942,00
*PROMISSORY NOTE, EXHIBIT "A" TO LEASE SHALL BE PART OF THIS CONTRACT
*REVISED COSTS SHEET SHALL BE MADE PART OF THIS CONTRACT
SHOULD TENANT RELOCATE INTO ANOTHER BUILDING CONTROLLED BY LANDLORD OR A
JOINT VENTURE, THE PRINCIPAL AMOUNT REMAINING ON THE TENANT FINISH NOTE
PAYABLE TO LANDLORD PRINCIPAL AMOUNT (   ) SHALL BE PAID IN FULL, SHOULD
A NEW TENANT BE ABLE TO USE ALL OR ANY PORTION OF THE IMPROVEMENTS IN
THEIR OPERATION THAT PORTION OF THE IMPROVEMENTS PRORATA OVER THE LIFE
REMAINING OF THE LEASE WILL BE DEDUCTED FROM THE BALANCE.

TRIPLE NET CHARGES AND CAM CHARGES WILL BE BILLED MONTHLY.

B.  LATE CHARGE.  TENANT WILL PAY A LATE CHARGE OF $250.00 FOR ANY RENTAL
PAYMENT NOT PAID IN A TIMELY MANNER, ALL LEASE PAYMENTS ARE DUE ON OR
BEFORE THE 1ST DAY OF THE MONTH.

                                 6. USE.
                                 -------
     THE TENANT MAY USE AND OCCUPY THE LEASED PROPERTY FOR PURPOSES OF:
OFFICE USE.  TENANT SHALL NOT USE OR OCCUPY NOR PERMIT THE LEASED
PROPERTY OR ANY PART THEREOF TO BE USED OR OCCUPIED FOR ANY UNLAWFUL
BUSINESS, USE OR PURPOSE, NOR FOR ANY BUSINESS, USE, OR PURPOSE DEEMED
EXTRAHAZARDOUS, NOR FOR ANY PURPOSE OR IN ANY MANNER WHICH IS IN
VIOLATION OF ANY PRESENT OR FUTURE GOVERNMENTAL ENTITY HAVING
JURISDICTION OVER THE LEASED PREMISES, AT TENANT'S SOLE EXPENSE, TENANT
SHALL NOT ALLOW ANY ODORS, FUMES, OR VIBRATIONS ON THE LEASED PREMISES,
OR ANY NOISE THEREIN WHICH WOULD CAUSE DISRUPTION OF NORMAL ACTIVITIES ON
ADJACENT PREMISES, THE TENANT SHALL INDEMNIFY THE LANDLORD AGAINST ALL
COSTS, EXPENSES, LIABILITIES, LOSSES, DAMAGES, INJUNCTIONS, SUITS, FINES,
PENALTIES, CLAIMS, AND DEMANDS, INCLUDING REASONABLE ATTORNEY'S FEES,
ARISING OUT OF ANY VIOLATION OF OR DEFAULT IN THIS COVENANT BY TENANT.

     TENANT SHALL NOT ENGAGE IN ANY BUSINESS WHEREIN HAZARDOUS SUBSTANCES ARE
USED OR ANY HAZARDOUS MATERIALS RELEASED OR THREATENED TO BE RELEASED,
INCLUDING, BUT NOT LIMITED TO, THE BUSINESS OF GENERATING TRANSPORTING,
STORING, TREATING OR DISPOSING OF HAZARDOUS SUBSTANCES OR HAZARDOUS WASTE
EXCEPT IN CONFORMANCE WITH ALL APPLICABLE LAWS AND REGULATIONS CONCERNING
      THE USE, STORAGE AND TRANSPORTATION OF HAZARDOUS MATERIAL.

                    7. POSSESSION AND QUIET ENJOYMENT
                    ---------------------------------
     THE TENANT, UPON PAYMENT OF THE RENT HEREIN RESERVED AND UPON THE
PERFORMANCE OF ALL THE TERMS OF THIS LEASE, SHALL AT ALL TIMES DURING THE
LEASE TERM AND DURING ANY EXTENSION OR RENEWAL TERM, PEACEABLY AND
QUIETLY POSSESS AND ENJOY THE LEASED PROPERTY WITHOUT ANY DISTURBANCE
FROM THE LANDLORD OR FROM ANY OTHER PERSON CLAIMING THROUGH THE LANDLORD.

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                       8. MAINTENANCE AND REPAIRS.
                       ---------------------------
     THE LANDLORD SHALL BE RESPONSIBLE FOR MAINTENANCE AND REPAIRS
REQUIRED TO MAINTAIN THE STRUCTURAL PORTIONS AND THE ROOF OF THE BUILDING
ON THE LEASED PROPERTY, THE EXTERIOR FINISH OF SUCH BUILDING, AND THE
PARKING LOT ON THE SUBJECT PROPERTY; ALL TO BE INCLUDED IN THE CAM
CHARGES AS IN 12A IN THIS LEASE.  ALL OTHER MAINTENANCE AND REPAIRS SHALL
BE PERFORMED BY TENANT, AT ITS OWN EXPENSE, INCLUDING ALL NECESSARY
REPAIRS AND REPLACEMENTS TO PIPES, HEATING SYSTEMS, PLUMBING SYSTEMS,
ELECTRICAL SYSTEMS, WINDOW APPLIANCES AND APPURTENANCES BELONGING
THERETO, HOWEVER THAT ALL REPLACEMENT ON MAJOR REPAIRS TO THE PLUMBING,
HEATING OR ELECTRICAL SYSTEMS ON THE LEASED PROPERTY, WHICH ARE NOT
NECESSITATED BY THE NEGLIGENCE OF THE TENANT, LANDLORD SHALL PAY ANY
AMOUNTS OF $500.00 FOR EACH OCCURRENCE.  ANY REPAIRS AND REPLACEMENTS,
INTERIOR PROMPTLY, AS AND WHEN NECESSARY.  ALL SUCH REPAIRS AND
REPLACEMENTS SHALL BE IN QUALITY AND CLASS AT LEAST EQUAL TO THE ORIGINAL
WORK.  ON DEFAULT OF THE TENANT IN MAKING SUCH REPAIRS OR REPLACEMENTS,
THE LANDLORD MAY, BUT SHALL NOT BE REQUIRED TO, MAKE SUCH REPAIRS AND
REPLACEMENTS FOR TENANT'S ACCOUNT, AND THE EXPENSE THEREOF SHALL
CONSTITUTE AND BE COLLECTABLE AS ADDITIONAL RENT, TOGETHER WITH INTEREST
THEREON AT THE RATE OF EIGHTEEN PERCENT PER ANNUM UNTIL PAID.  TENANT
SHALL NOT ALLOW OR PERMIT ANY WASTE OF THE LEASED PREMISED, AND SHALL
KEEP THE LEASED GROUND FREE FROM ACCUMULATIONS OF TRASH OR DEBRIS.

                      9. CONDITION UPON SURRENDER.
                      ----------------------------
     THE TENANT SHALL VACATE THE LEASE PROPERTY IN THE SAME CONDITION AND
REPAIR IN WHICH THE PROPERTY NOW IS, ORDINARY WEAR AND TEAR EXCEPTED AND
SHALL REMOVE ALL OF THE TENANT'S PROPERTY THEREFROM SO THAT THE LANDLORD
CAN REPOSSESS THE LEASED PROPERTY NOT LATER THAN NOON ON THE DAY UPON
WHICH THIS LEASE OR ANY EXTENSION THEREOF ENDS, WHETHER UPON NOTICE OR BY
HOLD OVER OR OTHERWISE.  THE LANDLORD SHALL HAVE THE SAME RIGHTS TO
ENFORCE THIS BREACH OF ANY OTHER CONDITION OR COVENANT OF THIS LEASE.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TENANT MAY AT ANY TIME PRIOR TO
OR UPON THE TERMINATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION
THEREOF, REMOVE FROM THE LEASED PROPERTY ALL MATERIALS, EQUIPMENT, AND
PROPERTY OF EVERY OTHER SORT OF NATURE, INSTALLED BY THE TENANT THEREON,
PROVIDED THAT SUCH PROPERTY IS REMOVED WITHOUT SUBSTANTIAL INJURY TO THE
LEASED PROPERTY.  NO INJURY SHALL BE CONSIDERED SUBSTANTIAL IF IT IS
PROMPTLY CORRECTED BY RESTORATION TO THE CONDITION PRIOR TO THE
INSTALLATION OF SUCH PROPERTY.  ANY SUCH PROPERTY NOT REMOVED SHALL
BECOME THE PROPERTY OF THE LANDLORD.

                            10. ALTERATIONS.
                            ----------------
     THE TENANT SHALL HAVE THE RIGHT, FROM TIME TO TIME, TO MAKE ALL SUCH
NONSTRUCTURAL ALTERATIONS AND IMPROVEMENTS TO THE LEASED PROPERTY AS MAY
BE REASONABLY NECESSARY OR APPROPRIATE, FOR THE CONDUCT OF THE TENANT'S
BUSINESS, PROVIDED THAT PRIOR TO COMMENCEMENT OF ANY SUCH WORK, THE
LANDLORD SHALL IN EACH CASE HAVE APPROVED IN WRITING THE PLANS AND
SPECIFICATIONS FOR SUCH WORK, IF WITHIN FOURTEEN DAYS AFTER SUCH PLANS
AND SPECIFICATIONS ARE SUBMITTED BY THE TENANT TO THE LANDLORD FOR SUCH
APPROVAL, THE LANDLORD SHALL HAVE NOT GIVEN THE TENANT NOTICE OF
DISAPPROVAL, SUCH PLANS AND SPECIFICATIONS SHALL BE CONSIDERED APPROVED
BY THE LANDLORD.  ALL WORK DONE BY TENANT SHALL CONFORM TO ALL APPLICABLE

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                                                                      ---
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GOVERNMENT REGULATIONS AND REQUIREMENTS WITH ALL REQUIRED PERMITS TO BE
PAID FOR BY TENANT.  IF ANY SUCH WORK DONE BY TENANT CAUSED DAMAGE TO THE
STRUCTURAL PORTIONS OR ROOF OF ANY BUILDING ON THE LEASED PREMISES, THEN
THE COSTS OF ALL MAINTENANCE AND REPAIRS TO SUCH DAMAGED PARTS OR ROOF OF
ANY SUCH BUILDING SHALL THEREAFTER BE THE RESPONSIBILITY OF TENANT. NOT
WITHSTANDING THE FACT THAT ALTERATIONS MAY BE MADE BY THE TENANT, DURING
THE LEASE THERM OR ANY RENEWAL OR EXTENSION OF SUCH TERM, THE TENANT
SHALL HAVE THE DUTY TO RETURN THE LEASED PREMISES, UPON TERMINATION OR
EXPIRATION OF THE LEASE, TO THE LANDLORD IN THE SAME CONDITION AS WHEN
RECEIVED BY THE TENANT, ORDINARY WEAR AND TEAR EXCEPTED: PROVIDED,
HOWEVER, THAT LANDLORD SHALL HAVE THE OPTION TO REQUIRE TENANT TO LEAVE
ALL SUCH ALTERATIONS, IMPROVEMENTS AND FIXTURES IN PLACE, IN WHICH THE
SAME SHALL BE AND REMAIN THE PROPERTY OF LANDLORD.  FURTHER, IN
CONNECTION WITH ANY IMPROVEMENTS AND ALTERATIONS TO THE LEASED PREMISES,
TENANT SHALL INDEMNIFY THE LANDLORD FROM ANY LIEN ARISING OUT OF ANY SUCH
WORK PERFORMED OR MATERIALS FURNISHED, AND SHALL INDEMNIFY AND HOLD
HARMLESS THE LANDLORD FROM ANY LIABILITY OR LOSS, OF ANY TYPE OR NATURE,
INCLUDING REASONABLE ATTORNEY'S FEES \ ARISING OUT OF ANY LIEN OR CLAIM
BASED ON WORK PERFORMED OR MATERIALS FURNISHED.  LANDLORD SHALL HAVE THE
RIGHT TO REQUIRE TENANT TO FURNISH ADEQUATE BOND OR OTHER SECURITY
ACCEPTABLE TO LANDLORD FOR PAYMENT OF ANY SUCH WORK PERFORMED BY TENANT,
AND SHALL HAVE THE RIGHT TO REQUIRE ADEQUATE LIEN WAVES ON ANY SUCH WORK
PERFORMED BY TENANT.  LANDLORD SHALL ALSO HAVE THE RIGHT TO POST NOTICE
OF NONLIABILITY FOR ANY SUCH WORK, AT APPROPRIATE PLACES IN THE LEASED
PREMISED.
                       11. TAXES AND ASSESSMENTS.
                       --------------------------
     A.  LANDLORD SHALL BE LIABLE FOR AND AGREES TO PAY ALL THE REAL
PROPERTY TAXES AND ASSESSMENTS THEREOF DURING THE TERM OF THIS LEASE OR
ANY EXTENSION THEREOF.  THIS PARAGRAPH IS INTENDED TO INCLUDE ALL REAL
ESTATE TAXES AND ASSESSMENTS OF EVERY KIND AND NATURE WHATSOEVER, WHICH
MAY BE LEVIED, IMPOSED OR ASSESSED BY ANY LEVEL OF GOVERNMENT INCLUDING
MUNICIPAL AND COUNTY GOVERNMENT, OR BY ANY SPECIAL DISTRICT.
     A1. TENANT SHALL PAY THEIR PRORATA SHARE OF THE PROPERTY TAX, UPON A
MONTHLY BILLING BY LANDLORD.
     B.  THE TENANT SHALL BE LIABLE FOR AND AGREES TO PAY ALL OF THE
PERSONAL PROPERTY TAXES AND ASSESSMENTS LEVIED OR ASSESSED AGAINST
PERSONAL PROPERTY AND FIXTURES PLACED IN OR UPON THE LEASED PREMISES BY
THE TENANT.  THIS PARAGRAPH IS INTENDED TO INCLUDE ALL THE PERSONAL
PROPERTY TAXES AND ASSESSMENTS OF EVERY KIND AND NATURE WHATSOEVER, WHICH
MAY BE LEVIED, POSED OR ASSESSED BY ANY LEVEL OF GOVERNMENT INCLUDING
MUNICIPAL AND COUNTY GOVERNMENT, OR BY ANY SPECIAL DISTRICT.

                             12. UTILITIES.
                             --------------
     THE TENANT SHALL PAY ALL CHARGES PRIOR TO DELINQUENCY, FOR GAS,
ELECTRICITY, TRASH AND TELEPHONE OR OTHER COMMUNICATION SERVICES OR OTHER
UTILITIES USED, RENDERED, OR SUPPLIED, UPON IN CONNECTION WITH THE
LIABILITY OR DAMAGES ON ANY SUCH ACCOUNT.  TENANT SHALL PAY A PRO RATE
SHARE OF WATER AND SEWER SERVICE MONTHLY UPON RECEIPT, OR IF APPLICABLE
THAT SHARE DETERMINED BY A SUB METER FOR WATER OR ELECTRICAL FOR THE
LEASED SPACE.

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                      12A. COMMON AREA MAINTENANCE
                      ----------------------------
     THE TENANT SHALL UPON RECEIPT PAY THEIR PRO-RATE SHARE OF SNOW
REMOVAL, LAWN CARE, PROPERTY INSURANCE, PROPERTY TAXES, EXTERIOR
SECURITY, EXTERIOR MAINTENANCE, AND MANAGEMENT COSTS TO INCLUDE PARKING
AREAS AND MINOR REPAIRS.  THIS AMOUNT SHALL BE A PERCENTAGE OF SQUARE
FOOTAGE OCCUPIED VS THE TOTAL AREA OF THE COMPLEX OCCUPIED OR 10,500 SF.
THIS LEASE CONTAINS 2100 SF OR 20% OF THE TOTAL COMPLEX.

                             13. INSURANCE.
                             --------------
     LANDLORD SHALL MAINTAIN PROPERTY INSURANCE ON THE BUILDING
IMPROVEMENTS.  THE TENANT SHALL KEEP THE LEASED PROPERTY FULLY INSURED
THROUGHOUT THE TERM OF THIS LEASE AGAINST THE FOLLOWING:

     A.  LIABILITY.  CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE UNDER
A POLICY OF GENERAL PUBLIC LIABILITY INSURANCE, WITH SUCH LIMITS AS MAY
BE REASONABLY REQUESTED BY THE LANDLORD FROM TIME TO TIME, BUT NOT LESS
THAN $300,000.00 $1,000,000.00 IN RESPECT OF BODILY INJURY, AND
$50,000.00 FOR PROPERTY DAMAGE.
     B.  OTHER.  AGAINST SUCH OTHER HAZARDS AND IN SUCH AMOUNTS AS THE
HOLDER OR ANY MORTGAGE OR DEED OR TRUST TO WHICH THIS LEASE IS
SUBORDINATE MAY REQUIRE FROM TIME TO TIME.

                           14. RIGHT OF ENTRY.
                           -------------------
     THE LANDLORD AND ITS REPRESENTATIVE MAY ENTER THE LEASED PROPERTY AT
ANY REASONABLE TIME FOR THE PURPOSE OF INSPECTING THE LEASED PROPERTY,
PERFORMING ANY WORK WHICH THE LANDLORD ELECTS TO UNDERTAKE MADE NECESSARY
BY REASON OF TENANT'S DEFAULT UNDER THE TERMS OF THIS LEASE, EXHIBITING
THE LEASED PROPERTY FOR SALE, LEASE, OR MORTGAGE FINANCING, OR POSTING
NOTICES OF NONRESPONSIBILITY UNDER ANY MECHANIC'S LIEN LAW.

                          15. CASUALTY DAMAGE.
                          --------------------
     IN THE EVENT OF DAMAGE TO THE LEASED PROPERTY BY FIRE OR OTHER
CASUALTY, THE LANDLORD SHALL PROMPTLY RESTORE THE LEASED PROPERTY AS
NEARLY AS POSSIBLE TO ITS CONDITION PRIOR TO SUCH DAMAGE.  ALL INSURANCE
PROCEEDS RECEIVED BY THE LANDLORD PURSUANT TO THE PROVISIONS OF THIS
LEASE, LESS THE COST OF ANY SUCH RECOVERY, SHALL BE APPLIED BY THE
LANDLORD TO THE PAYMENT OF SUCH RESTORATION, AS SUCH RESTORATION
PROGRESSES.  PROVIDED, HOWEVER, THAT IF THE LEASED PROPERTY IS COMPLETELY
DESTROYED OR SO DAMAGED BY FIRE OR OTHER CASUALTY COVERED BY INSURANCE AS
TO RENDER IT UNFIT FOR USE BY TENANT, AND REPAIR OR RESTORATION IS NOT
ECONOMICALLY FEASIBLY, THEN EITHER THE LANDLORD OR TENANT MAY TERMINATE
THIS LEASE ON NOTICE OF AT LEAST TEN DAYS AND NOT MORE THAN THIRTY DAYS.
SUCH NOTICE SHALL BE GIVEN WITHIN SIXTY DAYS AFTER THE DATE OF SUCH
DAMAGE OR DESTRUCTION.  IF THIS LEASE SHALL SO TERMINATE, ALL BASE AND
ADDITIONAL RENT SHALL BE APPORTIONED TO THE DATE OF TERMINATION AND ALL
INSURANCE PROCEEDS SHALL BELONG TO THE LANDLORD.  IF THE LEASE IS NOT SO
TERMINATED AND THE PROCEEDS OF INSURANCE ARE INSUFFICIENT TO PAY THE FULL
COST OF REPAIR OR RESTORATION THE LANDLORD SHALL PAY THE DEFICIENCY.  IF
THE INSURANCE PROCEEDS EXCEED SUCH COST, THE EXCESS SHALL BE PAID TO THE
LANDLORD.  ANY DISBURSEMENT OF SUCH INSURANCE

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PROCEEDS BY A HOLDER OF A DEED OF TRUST OR MORTGAGE SHALL BE DEEMED TO
HAVE BEEN MADE BY THE LANDLORD.  EXCEPT AS OTHERWISE PROVIDED IN THIS
ARTICLE, IF THE LEASED PROPERTY OR ANY PART THEREOF SHALL BE DESTROYED OR
DAMAGED, AND IF THIS LEASE SHALL NOT BE TERMINATED PURSUANT TO RIGHTS
GRANTED IN THIS ARTICLE, SUCH DAMAGE OR DESTRUCTION SHALL NOT AFFECT THE
PROVISIONS OF THIS LEASE, AND RULE, LAW, OR REGULATION TO THE CONTRARY
NOTWITHSTANDING, AND THE TENANT'S OBLIGATIONS UNDER THIS LEASE, INCLUDING
THE PAYMENT OF BASIC RENT AND OTHER CHARGES, SHALL CONTINUE WITHOUT
ABATEMENT OF ANY KIND.

                            16. CONDEMNATION.
                            -----------------
     IF THE WHOLE OF THE LEASE PROPERTY OR SUCH PORTION THEREOF WHICH
WILL MAKE THE LEASED PROPERTY UNSUITABLE FOR THE PURPOSED HEREIN LEASED,
IS CONDEMNED FOR ANY PUBLIC USE OR PURPOSE BY ANY LEGALLY CONSTITUTED
AUTHORITY, THEN IN EITHER OF SUCH EVENTS THIS LEASE SHALL CEASE FROM THE
TIME WHEN POSSESSION IS TAKEN BY SUCH PUBLIC AUTHORITY, AND RENTAL SHALL
BE ACCOUNTED FOR BETWEEN THE LANDLORD AND THE TENANT AS OF THE DATE OF
THE SURRENDER OF POSSESSION.  SUCH TERMINATION SHALL BE WITHOUT PREJUDICE
TO THE RIGHTS OF EITHER THE LANDLORD OR THE TENANT TO RECOVER
COMPENSATION FROM THE CONDEMNING AUTHORITY FOR ANY LOSS OR DAMAGE CAUSED
BY SUCH CONDEMNATION.  NEITHER THE LANDLORD NOR THE TENANT SHALL HAVE ANY
RIGHTS IN OR TO ANY AWARD MADE TO THE OTHER BY THE CONDEMNING AUTHORITY.

                     17.  ASSIGNMENT AND SUBLETTING.
                     ------------------------------
     THE TENANT SHALL NOT ASSIGN, MORTGAGE, OR ENCUMBER THIS LEASE, NOR
SUBLET OR PERMIT THE LEASED PROPERTY OR ANY PART THEREOF TO BE USED BY
OTHER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE LANDLORD IN EACH
INSTANCE, IF THIS LEASE IS ASSIGNED, OR IF THE LEASED PROPERTY OR ANY
PART THEREOF IS SUBLET, OR OCCUPIED BY ANYONE OTHER THAN THE TENANT, THE
LANDLORD MAY;, AFTER DEFAULT BY THE TENANT, COLLECT RENT FROM THE
ASSIGNEE, SUB-TENANT, OR OCCUPANT AND APPLY THE NET AMOUNT COLLECTED
AGAINST ALL RENT HEREIN RESERVED.  NO SUCH ASSIGNMENT, SUBLETTING,
OCCUPANCY, OR COLLECTION SHALL BE DEEMED A WAIVER OF THIS COVENANT, OR
THE ACCEPTANCE OF THE ASSIGNEE, SUB-TENANT, OR OCCUPANT AS TENANT, OR A
RELEASE OF TENANT FROM FURTHER PERFORMANCE BY THE TENANT OF THE COVENANTS
IN THIS LEASE.  THE CONSENT BY THE LANDLORD TO AN ASSIGNMENT OR
SUBLETTING SHALL NOT BE CONSTRUED TO RELIEVE THE TENANT FROM OBTAINING
THE CONSENT IN WRITING OR THE LANDLORD TO ANY FURTHER ASSIGNMENT OR
SUBLETTING

                      18 SUBORDINATION TO MORTGAGE
                      ----------------------------

     THIS LEASE SHALL BE SUBJECT AND SUBORDINATE AT ALL TIMES TO THE LIEN
OF ANY EXISTING MORTGAGES AND TRUST DEEDS AND MORTGAGES AND TRUST DEEDS
WHICH HEREAFTER MAY BE MADE A LIEN ON THE LEASED PROPERTY.  ALTHOUGH NO
INSTRUMENT OR ACT ON THE PART OF THE TENANT SHALL BE NECESSARY TO
EFFECTUATE SUCH SUBORDINATION THE TENANT WILL, NEVERTHELESS, EXECUTE AND
DELIVER SUCH FURTHER INSTRUMENTS SUBORDINATING THIS LEASE TO THE LIEN OF
ANY SUCH MORTGAGES OR TRUST DEEDS AS MAY BE DESIRED BY THE MORTGAGEE OR
HOLDER OF SUCH TRUST DEEDS.  THE TENANT HEREBY APPOINTS THE LANDLORD AS
HIS ATTORNEY IN FACT, IRREVOCABLY, TO EXECUTE AND DELIVER ANY SUCH
INSTRUMENT FOR THE TENANT.  TENANT FURTHER AGREES AT ANY TIME AND FROM
TIME TO TIME UPON NOT LESS THAN TEN DAYS PRIOR WRITTEN REQUEST BY
LANDLORD, TO EXECUTE

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                                                                      ---
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ACKNOWLEDGE, AND DELIVER TO LANDLORD A STATEMENT IN WRITING CERTIFYING
THAT THIS LEASE AGREEMENT IS UNMODIFIED AND A STATEMENT IN WRITING
CERTIFYING THAT THIS LEASE AGREEMENT IS UNMODIFIED AND IS IN FULL FORCE
AND EFFECT (OR IF THERE HAVE BEEN MODIFICATIONS, THAT THE LEASE IS IN
FORCE AND EFFECT AS MODIFIED, AND STATING THE MODIFICATIONS); THAT THERE
HAVE BEEN NO DEFAULTS THEREUNDER BY LANDLORD OF TENANT (OR IF THERE HAVE
BEEN DEFAULTS, SETTING FORTH THE NATURE THEREOF), AND THE DATE TO WHICH
THE RENT AND OTHER CHARGES HAVE BEEN PAID IN ADVANCE, IF ANY, IT BEING
INTENDED THAT ANY SUCH STATEMENT DELIVERED PURSUANT TO THIS REQUIREMENT
MAY BE RELIED UPON BY ANY PROSPECTIVE LENDER OR BY ANY PROSPECTIVE
PURCHASER OF ALL OR ANY PORTION OF LANDLORD'S INTEREST THEREIN, OR BY THE
HOLDER OF ANY EXISTING MORTGAGE OR DEED OF TRUST ENCUMBERING THE LEASED
PREMISES.  TENANT'S FAILURE TO DELIVER SUCH STATEMENT WITHIN SUCH TIME
SHALL BE CONCLUSIVE UPON TENANT (1) THAT THIS LEASE IS IN FULL FORCE AND
EFFECT, WITHOUT MODIFICATION EXCEPT AS MAY BE REPRESENTED BY LANDLORD;
(2) THAT THERE ARE NO UNCURED DEFAULTS IN LANDLORD'S PERFORMANCE; AND (3)
THAT NOT MORE THAN ONE MONTH'S RENT HAS BEEN PAID IN ADVANCE.
     FURTHER, UPON REQUEST, TENANT SHALL SUPPLY TO LANDLORD A CORPORATE
RESOLUTION CERTIFYING THAT THE PARTY SIGNING THIS STATEMENT ON BEHALF OF
TENANT IS PROPERLY AUTHORIZED TO DO SO, IF TENANT IS A CORPORATION.

                              19. INDEMNITY
                              ------------
     THE TENANT SHALL INDEMNIFY AND HOLD HARMLESS THE LANDLORD FROM AND
AGAINST ALL LEGITIMATE LIABILITIES, PENALTIES, DAMAGES, JUDGMENTS, AND
EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES INCURRED BY LANDLORD IN
DEFENDING OR SATISFYING ANY CLAIM OF ANY TYPE OR NATURE, INCLUDING
PERSONAL INJURY CLAIMS OR PROPERTY DAMAGE CLAIMS, ARISING OUT OF THE USE,
OCCUPANCY, OR CONTROL OF THE LEASED PROPERTY OR ANY OF ITS APPURTENANCES
BY TENANT.
     TENANT HEREBY AGREES TO INDEMNIFY LANDLORD AND HOLD LANDLORD
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES,
LIABILITIES, FINES, PENALTIES, CHARGES, ADMINISTRATIVE JUDICIA
PROCEEDINGS AND ORDERS, JUDGMENTS, REMEDIAL ACTION REQUIREMENTS,
ENFORCEMENT ACTIONS OF ANY KIND AND ALL COSTS AND EXPENSES INCURRED IN
CONNECTION THEREWITH INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES AND
EXPENSES, ARISING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OUT OF THE
PRESENCE ON OR UNDER THE LEASED PREMISES, OF ANY HAZARDOUS MATERIAL (AS
DEFINED HEREIN) OR ANY RELEASES OR DISCHARGES OF ANY HAZARDOUS MATERIALS
BY TENANT OR ANY EMPLOYEE, AGENTS, CONTRACTORS OR SUBCONTRACTORS OF
TENANT OR OTHER PERSONS OCCUPYING OR PRESENT ON THE LEASED PREMISES, IN
CONNECTION WITH THE HANDLING, TREATMENT, REMOVAL, STORAGE,
DECONTAMINATION, CLEANUP, TRANSPORT OR DISPOSAL OF ANY HAZARDOUS
MATERIALS AT ANY FOREGOING INDEMNITY SHALL FURTHER APPLY TO ANY RESIDUAL
CONTAMINATION ON OR UNDER THE LEASED PREMISES OR AFFECTING ANY NATURAL
RESOURCES AND TO ANY CONTAMINATION OF ANY OF THE LEASED PREMISES AND \ OR
NATURAL RESOURCES ARISING IN CONNECTION WITH THE GENERATION, USE,
HANDLING, STORAGE, TRANSPORT OR DISPOSAL OF ANY SUCH HAZARDOUS MATERIALS
AND IRRESPECTIVE OF WHETHER ANY OF SUCH ACTIVITIES WERE OR WILL BE
UNDERTAKEN IN ACCORDANCE WITH APPLICABLE LAWS, REGULATIONS, CODES AND
ORDINANCES.

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<PAGE>
                              20. SECURITY.
                              -------------
     THE TENANT HAS DEPOSITED WITH THE LANDLORD THE SUM OF $1235.50 AS
SECURITY FOR THE FULL AND FAITHFUL PERFORMANCE BY THE TENANT OF ALL THE
TERMS OF THIS LEASE REQUIRED TO BE PERFORMED BY THE TENANT.  SUCH SUM
SHALL BE RETURNED TO THE TENANT WITHIN 30 DAYS AFTER THE EXPIRATION OF
THIS LEASE, PROVIDED THE TENANT HAS FULLY AND FAITHFULLY CARRIED OUT ALL
OF ITS TERMS.  OTHERWISE, THE LANDLORD MAY USE, APPLY, OR RETAIN THE
WHOLE OR ANY PART OF SUCH AMOUNT TO THE EXTENT REQUIRED FOR THE PAYMENT
OF ANY RENT OR OTHER OBLIGATION AS TO WHICH THE TENANT IS IN DEFAULT
UNDER THE TERMS OF THIS LEASE.  IN SUCH EVENT TENANT SHALL UPON WRITTEN
DEMAND FROM LANDLORD, FORTHWITH REMIT TO LANDLORD A SUFFICIENT AMOUNT IN
CASH TO RESTORE SUCH DEPOSIT TO ITS ORIGINAL AMOUNT.  LANDLORD SHALL HAVE
THE RIGHT TO TRANSFER SUCH SECURITY TO THE PURCHASER TO BE HELD UNDER THE
TERMS OF THIS LEASE, AND THE LANDLORD SHALL THEREUPON BE RELEASED FROM
ALL LIABILITY FOR THE RETURN OF SUCH SECURITY TO THE TENANT, AND THE
TENANT SHALL LOOK SOLELY TO THE NEW LANDLORD FOR THE RETURN OF SUCH
SECURITY.  THE TENANT SHALL NOT ASSIGN NOR ENCUMBER THE MONEY DEPOSITED
AS SECURITY, AND NEITHER THE LANDLORD NOR ITS SUCCESSORS OR ASSIGNS SHALL
BE BOUND BY ANY SUCH ASSIGNMENT OR ENCUMBRANCE.  THE TENANT SHALL NOT BE
ALLOWED TO USE SUCH SECURITY DEPOSIT AS PAYMENT OF RENTS.

                              21. DEFAULT.
                              ------------
     THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL CONSTITUTE AN EVENT OF
DEFAULT: (1) DELINQUENCY IN THE DUE AND PUNCTUAL PAYMENT OF ANY RENT OR
ADDITIONAL RENT PAYABLE UNDER THIS LEASE WHEN SUCH RENT SHALL BECOME
PAYABLE, FOR A PERIOD OF THREE WORKING DAYS AFTER WRITTEN NOTICE. (2F)
DELINQUENCY BY THE TENANT IN THE PERFORMANCE OF OR COMPLIANCE WITH ANY F
THE CONDITIONS CONTAINED IN THIS LEASE OTHER THAN THOSE REFERRED TO IN
THE FOREGOING SUBPARAGRAPH (1), FOR A PERIOD OF THIRTY DAYS AFTER WRITTEN
NOTICE THEREOF FROM THE LANDLORD TO THE TENANT, EXCEPT FOR ANY DEFAULT
NOT SUSCEPTIBLE OF BEING CURED WITHIN SUCH THIRTY DAY PERIOD, IN WHICH
EVENT THE TIME PERMITTED TO THE TENANT TO CURE SUCH DEFAULT SHALL BE
EXTENDED FOR AS LONG AS SHALL BE NECESSARY TO CURE SUCH DEFAULT, AND
PROVIDED FURTHER THAT SUCH PERIOD OF TIME SHALL NOT BE SO EXTENDED AS TO
JEOPARDIZE THE INTEREST OF THE LANDLORD IN THIS LEASE OR SO AS TO SUBJECT
THE LANDLORD OR THE TENANT TO ANY CIVIL OR CRIMINAL LIABILITIES. (3)
FILING BY THE TENANT IN ANY COURT PURSUANT TO ANY STATUTE, EITHER OF THE
UNITED STATS OR ANY STATE, OF A PETITION IN BANKRUPTCY OR INSOLVENCY, OR
FOR REORGANIZATION, OR FOR THE APPOINTMENT OF A RECEIVER OR TRUSTEE OF
ALL OR A PORTION OF THE TENANT'S PROPERTY, OR AN ASSIGNMENT BY THE TENANT
FOR THE BENEFIT OF CREDITORS. (4) FILING AGAINST THE TENANT IN ANY COURT
PURSUANT TO ANY STATUTE, EITHER OF THE UNITED STATES OR OF ANY STATE OF A
PETITION IN BANKRUPTCY OR INSOLVENCY, OR FOR REORGANIZATION, OR FOR
APPOINTMENT OF A RECEIVER OF TRUSTEE OR ALL OR A PORTION OF THE TENANT'S
PROPERTY, IF WITHIN NINETY DAYS AFTER THE COMMENCEMENT OF ANY SUCH
PROCEEDING AGAINST THE TENANT SUCH PETITION SHALL NOT HAVE BEEN
DISMISSED.
     A.  UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE LANDLORD AT ANY
TIME THEREAFTER MAY GIVE WRITTEN NOTICE TO THE TENANT SPECIFYING SUCH
EVENT OF DEFAULT AND STATING THAT THIS LEASE SHALL EXPIRE ON THE DATE
SPECIFIED IN SUCH NOTICE, WHICH SHALL BE AT LEAST THREE DAYS AFTER THE
GIVING OF SUCH NOTICE, AND UPON THE DATE SPECIFIED IN SUCH NOTICE THIS
LEASE AND ALL RIGHTS

                                    8                        INITIALS MVS
                                                                      ---
<PAGE>
OF THE TENANT SHALL TERMINATE.  UPON THE EXPIRATION OF THIS LEASE
PURSUANT TO THIS ARTICLE, THE TENANT SHALL PEACEFULLY SURRENDER THE
LEASED PROPERTY TO THE LANDLORD, AND THE LANDLORD, UPON OR AT ANY TIME
AFTER ANY SUCH EXPIRATION, MAY WITHOUT FURTHER NOTICE RE-ENTER THE LEASED
PROPERTY AND REPOSSESS IT BY FORCE, AND REMOVE THE TENANT AND ALL OTHER
PERSONS AND PROPERTY FROM THE LEASED PROPERTY AND MAY HAVE, HOLD, AND
ENJOY THE LEASED PROPERTY AND THE RIGHT TO RECEIVE ALL RENTAL INCOME
THEREFROM.

     B.  AT ANY TIME AFTER ANY SUCH EXPIRATION, THE LANDLORD MAY RELET
THE LEASED PROPERTY OR ANY PART THEREOF, IN THE NAME OF THE LANDLORD OR
OTHERWISE, FOR SUCH TERM (WHICH MAY BE GREATER OR LESS THAN THE PERIOD
WHICH WOULD OTHERWISE HAVE CONSTITUTED THE BALANCE OF THE TERM OF THIS
LEASE) AND ON SUCH CONDITIONS (WHICH MAY INCLUDE CONCESSIONS OR FREE
RENT) AS THE LANDLORD, IN ITS UNCONTROLLED DISCRETION, MAY DETERMINE, AND
MAY COLLECT AND RECEIVE THE RENT THEREFOR.  THE LANDLORD SHALL IN NO WAY
BE RESPONSIBLE OR LIABLE FOR ANY FAILURE TO RELET THE LEASED PROPERTY OR
ANY PART THEREOF, OR FOR ANY FAILURE TO COLLECT ANY RENT DUE UPON ANY
SUCH RELETTING.


C.   NO SUCH EXPIRATION OF THIS LEASE SHALL RELIEVE THE TENANT OF ITS
LIABILITY AND OBLIGATIONS UNDER THIS LEASE, AND SUCH LIABILITY AND
OBLIGATIONS SHALL SURVIVE ANDY SUCH EXPIRATION.  IN THE EVENT OF ANY SUCH
EXPIRATION, WHETHER OR NOT THE LEASED PROPERTY OR ANY PART THEREOF SHALL
HAVE BEEN RELET, THE TENANT SHALL PAY TO THE LANDLORD THE RENT AND
ADDITIONAL RENT REQUIRED TO BE PAID BY THE TENANT UP TO THE TIME OF SUCH
EXPIRATION, AND THEREAFTER THE TENANT, UNTIL THE END OF WHICH WOULD HAVE
BEEN THE TERM OF THIS LEASE IN THE ABSENCE OF SUCH EXPIRATION, SHALL BE
LIABLE TO THE LANDLORD FOR, AND SHALL PAY TO THE LANDLORD, AS AND FOR
LIQUIDATED AND AGREED CURRENT DAMAGES FOR THE TENANT'S DEFAULT: (1) THE
EQUIVALENT OF THE AMOUNT OF THE RENT AND ADDITIONAL RENT WHICH WOULD BE
PAYABLE UNDER THIS LEASE BY THE TENANT IF THIS LEASE WERE STILL IN
EFFECT, LESS (2) THE NET PROCEEDS OF ANY RELETTING EFFECTED PURSUANT TO
THE PROVISIONS OF PARAGRAPH B OF THIS ARTICLE, AFTER DEDUCTING ALL THE
LANDLORD'S EXPENSES IN CONNECTION WITH SUCH RELETTING, INCLUDING, WITHOUT
LIMITATION, ALL REPOSSESSION COSTS, BROKERAGE COMMISSIONS, LEGAL
EXPENSES, REASONABLE ATTORNEY'S FEES, ALTERATION COSTS, AND EXPENSES OF
PREPARATION OF SUCH RELETTING.

     D.  THE TENANT SHALL PAY SUCH CURRENT DAMAGES, HEREIN CALLED
DEFICIENCY, TO THE LANDLORD MONTHLY ON THE DAYS ON WHICH THE RENT AND
ADDITIONAL RENT WOULD HAVE BEEN PAYABLE UNDER THIS LEASE IF THIS LEASE
WERE STILL IN EFFECT, AND THE LANDLORD SHALL BE ENTITLED TO RECOVER FROM
THE TENANT, AND THE TENANT SHALL PAY TO THE LANDLORD, ON DEMAND, AS AND
FOR LIQUIDATED AND AGREED FINAL DAMAGES FOR THE TENANT'S DEFAULT, AN
AMOUNT EQUAL TO THE DIFFERENCE BETWEEN THE RENT AND ADDITIONAL RENT
RESERVED HEREUNDER FOR THE UNEXPIRED PORTION OF THE LEASE TERM AND THE
THEN FAIR AND REASONABLE RENTAL VALUE OF THE LEASED PROPERTY FOR THE SAME
PERIOD.  IN THE COMPUTATION OF SUCH DAMAGES THE DIFFERENCE BETWEEN ANY
INSTALLMENT OF RENT BECOMING DUE HEREUNDER AFTER THE DATE OF TERMINATION
AND THE FAIR AND REASONABLE RENTAL VALUE OF THE LEASED PROPERTY FOR THE
PERIOD FOR WHICH SUCH INSTALLMENT WAS PAYABLE SHALL BE DISCOUNTED TO THE
DATE OF

                                    9                        INITIALS MVS
                                                                      ---
<PAGE>
TERMINATION AT THE RATE OF FOUR PERCENT PER ANNUM.  IF THE LEASED
PROPERTY OR ANY PART THEREOF IS RELET BY THE LANDLORD FOR THE UNEXPIRED
TERM OF THIS LEASE, OR ANY PART THEREOF, BEFORE PRESENTATION OF PROOF OF
SUCH LIQUIDATED DAMAGES TO ANY COURT, COMMISSION, OR TRIBUNAL, THE AMOUNT
OF RENT RESERVED UPON SUCH RELETTING SHALL BE DEEMED PRIMA FACIE TO BE
THE FAIR AND REASONABLE RENTAL VALUE FOR THE PART OR THE WHOLE OF THE
LEASED PROPERTY SO RELET DURING THE TERM OF THE RELETTING, NOTHING HEREIN
CONTAINED SHALL LIMIT OR PREJUDICE THE RIGHT OF THE LANDLORD TO PROVE FOR
AND OBTAIN AS LIQUIDATED DAMAGES BY REASON OF SUCH TERMINATION AN AMOUNT
EQUAL TO THE MAXIMUM ALLOWED BY ANY STATUTE OR RULE OF LAW IN EFFECT AT
THE TIME WHEN, AND GOVERNING THE PROCEEDINGS IN WHICH, SUCH DAMAGES ARE
TO BE PROVED, WHETHER OR NOT SUCH AMOUNT BE GREATER, EQUAL TO, OR LESS
THAN THE AMOUNT OF THE DIFFERENCE REFERRED TO ABOVE.

     E.  THE TENANT HEREBY EXPRESSLY WAIVES, SO FAR AS PERMITTED BY LAW,
THE SERVICE OF ANY NOTICE OF INTENTION TO REENTER PROVIDED FOR IN ANY
STATUTE, OR OF THE INSTITUTION OF LEGAL PROCEEDINGS TO THAT END.  THE
TENANT, FOR AND ON BEHALF OF ITSELF AND ALL PERSONS CLAIMING THROUGH OR
UNDER THE TENANT, ALSO WAIVES ANDY RIGHT OF REDEMPTION OR REENTRY OR
REPOSSESSION OR TO RESTORE THE OPERATION OF THIS LEASE INCASE THE TENANT
SHALL BE DISPOSSESSED BY A JUDGMENT OR BY WARRANT OF ANY COURT OR JUDGE
OR IN CASE OF REENTRY OR REPOSSESSION BY THE LANDLORD.  IN CASE OF ANY
LITIGATION UNDER THIS LEASE, THE LANDLORD AND THE TENANT, SO FAR AS
PERMITTED BY LAW, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON
ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, THE TENANT, USE OF OCCUPANCY OF THE
LEASED PROPERTY, OR; ANY CLAIM OF INJURY OR DAMAGE; AND FURTHER AGREE
THAT THE PARTY NOT IN DEFAULT SHALL BE ENTITLED TO RECOVER, FROM THE
PARTY IN DEFAULT, ALL COSTS AND REASONABLE ATTORNEY'S FEES INCURRED BY
THE NON DEFAULTING PARTY IN ENFORCING ITS RIGHTS UNDER THIS LEASE
AGREEMENT.

     F.  THE TERMS "ENTER", "REENTER", "ENTRY", OR "REENTRY", AS USED IN
THIS LEASE ARE NOT RESTRICTED TO THEIR TECHNICAL LEGAL MEANING.

     G.  ANY AMOUNTS NOT PAID BY TENANT TO LANDLORD WHEN DUE SHALL DRAW
INTEREST AT THE RATE OF EIGHTEEN PERCENT PER ANNUM FROM DUE DATE UNTIL
PAID.  PAYMENT OF SUCH INTEREST SHALL NOT EXCUSE OR CURE ANY DEFAULT BY
TENANT UNDER THIS LEASE.

     H.  NO ASSENT EXPRESS OR IMPLIED, TO ANY BREACH OF ONE OR MORE OF
THE COVENANTS OR TERMS OF THIS LEASE SHALL BE DEEMED OR CONSTRUED TO BE A
WAIVER OF ANY SUCCEEDING OR OTHER BREACH.

     I.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
LANDLORD'S LIABILITY UNDER THIS LEASE AGREEMENT SHALL BE LIMITED TO
LANDLORD'S INTEREST IN THE LEASED PREMISES.

                      22. MISCELLANEOUS PROVISIONS.
                     ------------------------------
     THE PARAGRAPH CAPTIONS CONTAINED IN THIS LEASE AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT IN AMY WAY LIMIT OR BE DEEMED TO CONSTRUE
OR INTERPRET THE TERMS OR PROVISIONS THEREOF.

                                   10                        INITIALS MVS
                                                                      ---
<PAGE>
     TIME IS OF THE ESSENCE OF THIS LEASE AGREEMENT AND OF ALL PROVISIONS
HEREIN.

     THIS LEASE AGREEMENT SHALL BE CONSTRUE AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE SATE OF COLORADO.

     IF ANY PROVISIONS OF THIS LEASE AGREEMENT SHALL BE DECLARED INVALID
OR UNENFORCEABLE, THE REMAINDER OF THE LEASE AGREEMENT SHALL CONTINUE IN
FULL FORCE AND EFFECT.

THE SAID PROPERTY IS ZONED COMMERCIAL/IND IN THE CITY OF FREDERICK, CO.,
BUT ONLY THOSE USES DESCRIBED IN SELECTION 6 OF THIS LEASE SHALL BE
ALLOWED WITHOUT WRITTEN CONSENT OF LANDLORD, AND THESE MUST BE IN
COMPLIANCE WITH USES ALLOWED UNDER THE ZONING, OR WITH SPECIAL PERMISSION
FROM BOTH THE CITY AND LANDLORD.

     PARKING, ALL PARKING IS OPEN, NO RESERVED PARKING IS ALLOWED.

     SINAGE, APPROVAL MUST BE OBTAINED FROM BOTH THE LANDLORD AND THE
CITY PRIOR TO PLACEMENT AND PROPER PERMITS MUST BE OBTAINED.

     FINISHES, SPACE SHALL BE FINISH AS IS CONDITION CLEAN AND READY FOR
USE AS PER DRAWING ATTACHED.

     TRASH REMOVAL, TENANT WILL BE ASSIGNED PROPER AND DESIGNATED AREA
FOR TRASH STORAGE, ALL COSTS OF REMOVAL SHALL BE THE SOLE RESPONSIBILITY
OF THE TENANT, AREA MUST BE KEEP LITTER FREE AT ALL TIMES NO PLACEMENT OF
DEBRIS SHALL BE ALLOWED THAT IS NOT IN THE PROPER CONTAINER.

     THIS LEASE AGREEMENT, AND ACCOMPANYING NOTE PAYABLE EXHIBIT A,
CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND ANY EXECUTOR
AGREEMENT HEREAFTER MADE SHALL BE INEFFECTIVE TO CHANGE, MODIFY, OR
DISCHARGE IT IN WHOLE OR IN PART, UNLESS SUCH EXECUTOR AGREEMENT IS IN
WRITING AND SIGNED BY THE PARTY AGAINST WHOM THE ENFORCEMENT OF THE
CHANGE, MODIFICATION OR DISCHARGE IS SOUGHT.

                              23. NOTICES.
                              ------------
     ANY NOTICE FROM ONE PARTY TO ANOTHER, REQUIRED BY THE TERMS OF THIS
LEASE AGREEMENT, MAY BE DELIVERED IN PERSON TO SUCH PARTY (DELIVERY TO
ONE OF TWO OR MORE PERSONS NAMED AS A PARTY SHALL BE EFFECTIVE NOTICE TO
ALL), OR SHALL BE DELIVERED BY CERTIFIED MAIL, POSTAGE PREPAID, AND SHALL
BE DEEMED GIVEN ONE DAY AFTER THE DATE MAILED, ADDRESSED TO THE
RESPECTIVE PARTIES AS FOLLOWS:

                                   11                        INITIALS MVS
                                                                      ---
<PAGE>
LANDLORD:         82454 LLC, DAVE PARKER
               -------------------------
                  8393 W I-25 FRONTAGE RD
               --------------------------
                  ERIE, CO.  80516
               --------------------------


TENANT:         TECHNOLOGY LEARNING SYSTEMS INC, LAB TECHNOLOGIES
               ----------------------------------------------------
                8245 W. I-25 FRONTAGE RD. SUITES #4 & 5
                ERIE, CO. 80516


                     24. INTEGRATION AND AMENDMENT.
                     ------------------------------
     THE PARTIES AGREE THAT THIS WRITING REPRESENTS THE ENTIRE AGREEMENT
BETWEEN THEM AND THAT THERE ARE NO ORAL OR COLLATERAL AGREEMENTS OR
UNDERSTANDINGS OF ANY KIND OR CHARACTER EXCEPT THOSE CONTAINED HEREIN.
NEITHER THIS AGREEMENT NOR ANY TERM OR PROVISION HEREOF MAY BE CHANGED,
WAIVED, DISCARDED OR TERMINATED ORALLY, OR IN ANY MANNER OTHER THAN BY
INSTRUMENT IN WRITING SIGNED BY THE PARTIES OR THEIR DULY AUTHORIZED
AGENT. IN THE EVENT THAT ANY PROVISIONS OF THIS LEASE SHALL BE AFFECTED
BY SUCH HOLDING, AND ALL OF THE REMAINING PROVISIONS OF THIS LEASE SHALL
CONTINUE IN FULL FORCE AND EFFECT PURSUANT TO THE TERMS HEREOF.

                           25. BINDING EFFECT.
                           -------------------
     THIS AGREEMENT SHALL BIND AND EXTEND TO THE HEIRS, REPRESENTATIVES,
SUCCESSORS, AND ASSIGNS OF THE PARTIES HERETO, IF EXECUTED IN DUPLICATE
BY EACH PARTY ON OR BEFORE MARCH 18, 1998.

     IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS LEASE AGREEMENT
ON THE DATE SET FORTH OPPOSITE THEIR RESPECTIVE SIGNATURES.

LANDLORD:                          TENANT:

DAVE PARKER                         TECHNOLOGY LEARNING SYSTEMS INC.
-----------                         --------------------------------
8393 W I-25 FRONTAGE RD.            dba LAB TECHNOLOGIES
--------------------------------------------------------
Erie, Co. 80516                     8245 W. I-25 FRONTAGE RD. SUITE 4 & 5
-------------------------------------------------------------------------
                                    ERIE, CO. 80516
---------------------------------------------------

/s/                   10/19/99
------------------------------     -----------------------------
DATE                               DATE


/s/ MICHAEL V. SCHRANZ CFO - Treasurer                12/10/99
------------------------------          ------------------------
                                        DATE


/s/ ROBERT D. ARNOLD - Chmn. & CEO                   12/10/99
------------------------------          ------------------------
                                        DATE

                                   12
<PAGE>
                                AFFIDAVIT
                                ---------

DATE ___________________

I HAVE PHYSICALLY INSPECTED THE PREMISES KNOWN AS 8245 W I-25 SUITE 3
FRONTAGE RD, FREDERICK, CO. ON THE ABOVE DATE AND PRIOR TO OUR MOVE IN
THE FOLLOWING ITEMS WERE NOTICED THAT EXIST AS OF THIS DATE AND IS NOTED:
1.  CEILING ITEMS
-----------------



2.  ELECTRICAL ITEMS
--------------------



3.  GLASS ITEMS
---------------



4.  PLUMBING ITEMS
------------------



5.  FLOORING ITEMS
------------------



6.  PAINTING ITEMS
------------------



7.   OTHERS
-----------



8.  EXTERIOR
------------



THESE ITEMS WILL BE NOTED AS EXISTING ON MOVE OUT AND WILL NOT BE
INCLUDED AS ITEMS THAT NEED TO BE REPAIRED BY TENANT

----------------------------       --------------------------
LANDLORD                           TENANT


------------------                 ---------------
DATE
                              DATE
<PAGE>
                             PROMISSORY NOTE
                          Exhibit "A" to Lease

For value received, the undersigned [borrower] promises to pay; Dave
Parker, or order, 8245 LLC, the principal sum of, TWENTY ONE THOUSAND
SEVEN HUNDRED EIGHTY FOUR DOLLARS, with interest on the unpaid principal
balance from NOV. 1, 1999 UNTIL PAID, at the rate 10 PERCENT per annum.
Principal and interest shall be payable at, Frederick, CO or such other
place as the Note may designate, in FORTY-ONE (41) EQUAL PAYMENTS OF FIVE
HUNDRED THIRTY-ONE & 31 CENTS [U.S. $ 531.31], plus 10% interest due on
the 1st day of each Month beginning Nov. 1, 1999.  Such payments shall
continue until the entire indebtedness evidenced by this Note is fully
paid; provided, however, if not sooner paid, the entire principal amount
outstanding and accrued interest thereon, shall be due and payable on
April 30, 2003.

Borrower shall pay to the Note Holder a late charge of 5% of any payment
not received by the Note Holder within 5 days after the payment is due.

Payments received for application to this note shall be first applied to
the payment of late charges, if any, second to the payment of accrued
interest at the rate specified below, if any, to accrued interest first
specified above, and the balance applied in reduction of the principal
amount hereof.

If any payment required by this note is not paid when due, the entire
principal amount outstanding and interest thereon shall at once become
due and payable at the option of the Note Holder.  To exercise this
option, the Note Holder shall give the Borrower notice of Acceleration
specifying the amount of the nonpayment.  The borrower shall have thirty
days after the notice of Acceleration has been given to reinstate the
terms of this Note, as if they were immediately before such notice, by
paying the amount of nonpayment specified in the notice of Acceleration.
The privilege of reinstatement shall not, however, be available to the
Borrower more than once during any twelve-month period.  Unless so
reinstated the indebtedness shall bear interest at the increased rate of
18 percent per annum from the notice of Acceleration is given.  The Note
Holder shall be entitled to collect all reasonable costs and expense of
collection and/or suit, including, but not limited to reasonable
attorneys' fees.

Borrower may prepay the principal amount outstanding under this note, in
whole or in part, at any time without penalty.

Any partial prepayment shall be applied against the principal amount
outstanding and shall not postpone the due date of any subsequent
payments or change the amount of such payments.

Presentment, notice of dishonor, and protest are hereby waived by
Borrower and all other makers, sureties, guarantors and endorsers hereof.
This Note shall be the joint and several obligation of Borrower and all
other makers, sureties, guarantors and endorsers, and their successors
and assigns.

Any notice to Borrower provided for in this Note shall be in writing and
shall be given and be effective upon [1] delivery to Borrower or [2]
mailing such notice by certified mail, return receipt requested,
addressed to Borrower the Borrowers address stated below, or to such
other address as Borrower may designate by notice to the Note Holder.
Any notice to the Note Holder shall be in writing and be given and be
effective upon [1] delivery to Note Holder or by [2] by mailing such
notice by certified mail, return receipt requested, to the Note Holder at
the address stated on the first paragraph of this Note, or the such other
address as Note Holder may designate by notice to Borrower.

The indebtedness evidenced by this Note is secured personally and
individually by Borrowers.



Signature: /s/ ROBERT D. ARNOLD
          --------------------------------
               Personal Guarantor


Date:          12/10/99
     -------------------------------------

<PAGE>
OCTOBER 19, 1999



TO; LAB TECHNOLOGIES


FROM:  SKYLINE BUILDERS
        DAVE PARKER


RE:    TENANT FINISH
       8245 WEST I-25 FRONTAGE RD. #3



REVISED COSTS




FINISH AS PER LAB TECH SKETCH                     $26,824.00

ADD 4 WINDOWS - 3' X 10'                            4,960.00

TOTAL                                             $31,784.00

DOWN PAYMENT (DUE UPON INVOICE)                    10,000.00

BALANCE                                           $21,784.00

$21,784.00 X 10% / 41 MONTHS = $629.53 PER MONTH

$531.31 PRINCIPAL
  98.22 INTEREST = $629.53 BILLED PER MONTH ON RENT STATEMENT