OFFICE LEASE
                                     BETWEEN
                            BANK ONE - COLORADO N.A.
                                   AS LANDLORD
                                       AND
                         WESTERN FIDELITY FUNDING, INC.
                                    AS TENANT

                           FOR THE PREMTSES LOCATED AT
                               4704 HARLAN STREET
                          A PORTION OF THE FIRST FLOOR


<PAGE>


                                      LEASE

     This agreement is made July 18, 1996, in Lakeside,  Colorado,  between BANK
ONE COLORADO,  N.A. (the "Landlord"),  whose address is 200 East 7th Street, (PO
Box 29, Loveland,  Colorado 80537-0029 and Western Fidelity Funding,  Inc., (the
"Tenant"),  whose address is 4704 Harlan Street,  Suite 260, Lakeside,  Colorado
80212, who hereby agree as follows:

     1 . Lease of Premises. On the terms and subject to the conditions described
in this  agreement,  Landlord  hereby  leases to Tenant and Tenant hereby leases
from  Landlord a portion of the first floor  consisting  of  approximately  5531
Rentable square feet (the  "Premises"),  in the office building  located at 4704
Harlan Street,  Lakeside,  CO, (the "Building"),  together with all fixtures and
other  improvements  now or  hereafter  located  thereon  and all  appurtenances
thereto.

     2. Term.  The basic term of this lease (the "Basic  Term"),  shall be for a
period of  approximately  Three (3) years  beginning on  September 1, 1996,  and
terminating on August 30, 1999, both dates inclusive.

     3. Rent.  The Tenant shall pay to the Landlord  annual rent as described in
Addendum 1, payable  monthly in advance in  installments  on or before the first
day of each calendar month during the term of this lease.

     The rent shall be paid to the Landlord when due,  without notice or demand,
and  without  any  abatement  or  deduction  by  reason of any  claim,  set off,
counterclaim,  defense, or any other reason whatsoever.  All payments to be made
by Tenant to Landlord under this lease shall be made by normal business  methods
and shall be paid to Landlord at Landlord's  address for receiving notices under
34.

     Tenant  shall pay to  Landlord a one and  one-half  percent  (1'1/2%)  late
charge on any rents and/or other charges not paid by Tenant within ten (10) days
of the due date to cover the cost of handling  delinquent  payments.  Payment of
such late  charge  shall not  excuse or cure any  default  by Tenant  under this
lease.

     4. Taxes and  Assessments.  Landlord shall pay or cause to be paid when due
all real estate taxes and  assessments  on the premises  during the term of this
lease. Tenant shall pay or cause to be paid when due all taxes or charges for or
hereafter imposed with respect to any siness conducted by Tenant on the Premises
and any  fixtures  or  personal  property  owned by Tenant  and  located  in the
Premises.

     5.  Utilities.  Base rent shall be adjusted  annually  throughout the Term,
commencing  on January 1, of the calendar  year  following  the Base year, by an
amount equal to Tenant's share of the excess  ("Excess"),  if any, of the actual
operating expenses for such calendar year over the actual operating expenses for
the Base Year.  Estimated  operating  expenses and reconciliation to be outlined
and as an attachment to this lease.


<PAGE>

     6. Common Areas,  Parking and  Maintenance.  During the term of this lease,
Tenant and their employees, shall have the right, in common with others entitled
to the similar use thereof, to use all of the interior and exterior common areas
of the Building,  including lobbies, hallways,  restrooms (which are not part of
any rented suite), stairways,  elevators, doorways for ingress and egress to and
from the Building and to and from the exterior common areas of the Building. All
Tenants and their employees shall park in the designated area.

     Landlord  shall  maintain the  interior  and  exterior  common areas of the
Building,  including  all  fixtures,  signs,  equipment,  and Landlord  personal
property  therein.  Landlord's  obligations  shall include  providing  cleaning,
janitorial,  landscaping,  snow removal, and other services for the interior and
exterior common areas of the building.

     7. Condition of Premises. The Landlord has made $15,200 available in Tenant
Improvements  and will hire a contractor to do specified work in  constructing a
demising wall and emergency fire exit. The Landlord makes no  representation  or
warranty,  express, or implied, with respect to the condition of the Premises or
the fitness of the Premises for any particular use. The Tenant acknowledges that
it has  fully  investigated  and is  familiar  with the  size,  dimensions,  and
physical condition of the Premises prior to move in date. The Landlord shall not
be required to make any improvement,  repair,  alteration, or restoration of the
Premises,  after  August 1, 1996 and shall have no  liability  for any latent or
patent defects in the conditions of the Premises.

     8. Tenant. Tenant shall maintain the Premises and all Tenant fixtures, (but
not fluorescent lighting fixtures, tubes, ballasts; nor heating, ventilating and
air conditioning  equipment and controls which shall be the sole  responsibility
of the Landlord to maintain),  signs, business equipment,  and personal property
therein in good  condition,  ordinary wear and tear excepted.  Tenant shall keep
and maintain the  Premises in a clean and sanitary  condition.  Tenant shall use
the Premises for an office,  including uses  incidental  thereto,  and shall not
permit the Premises to be used for any other purpose without first obtaining the
Landlord's express written consent to that specific use. Tenant shall occupy and
use the Premises only in a careful,  safe and proper manner and shall not commit
or permit  any waste of or on the  Premises.  Not later than the last day of the
term,  Tenant  shall,  at  Tenant's  expense,  remove all of  Tenant's  personal
property,  repair all injury done by or in connection  with the  installation or
removal of said  property,  and surrender  the Premises in as good  condition as
they were at the beginning of the term,  reasonable wear and tear expected,  All
personal  property of Tenant  remaining on the Premises  after Tenant vacates or
abandons  same  shall  conclusively  be deemed  to be  Landlord's  property  and
Landlord may, in Landlord's  sole  discretion,  remove or dispose said property.
Tenant agrees that the cost of restoring the Premises to the original  condition
shall be borne by Tenant.

     9. Insurance.  The Tenant shall maintain or cause to be maintained in force
at all times during the term of this lease:

          (a)  Comprehensive  general  liability  insurance  with respect to the
               Premises  having  limits of not less  than  $500,000  for  bodily
               injury to one person,  $1,000,000 for bodily injuries arising out
               of  one  occurrence,   $500,000  for  property  damage,  or  such
               increased  policy  limits as may from time to time  hereafter  be
               reasonably  requested  by  the  Landlord.   If  coverage  is  not
               available in the exact amount stated above,  then coverage in the
               nearest higher amount available shall be obtained.

<PAGE>


          (b)  All-risk coverage insurance with respect to all Tenant's personal
               property in the Premises  including  rental occupancy or business
               interruption  insurance  and  other  coverages  from time to time
               reasonably requested by the Landlord.

          (c)  Such other  insurance with respect to the Premises in such amount
               and against such  insurable  hazards as the Landlord from time to
               time may reasonably require.

               Each  insurance  policy  furnished  under  this  section shall be
issued by a reputable insurance company approved by the Landlord; shall name the
Tenant,  the Landlord (Bank One Colorado,  N.A.), and any persons  designated by
the Landlord as additional insured parties therein; shall contain a provision by
which the  insurer  specifically  waives its fights of  subrogation  against the
Landlord and its designees  with respect to any loss or losses paid  thereunder;
shall provide that no act or omission  (negligent or otherwise) of the Landlord,
the Tenant, or others shall affect or limit the obligation of the insurer to pay
the  Landlord or its  designees  any and all amounts  which would  otherwise  be
payable to it  thereunder;  shall provide for written notice to the Landlord and
its designees at least 10 days prior to any  cancellation or expiration  without
renewal;  and shall be in form and content  satisfactory to the Landlord and its
designees.  The  Tenant  shall  furnish  the  Landlord  and its  designees  with
certificates  of coverage and evidence of payment of premiums  thereon from time
to time as requested by Landlord.

     10.  Rules and  Regulations,  Tenant  shall use the Premises and the public
spaces and common  areas,  including  those which contain modes of ingress to or
egress  from  the  Premises  and  parking  lot  areas,  in  accordance  with all
reasonable  rules and regulations  which may be promulgated by the Landlord from
time to time.

     11.  Noise.  Tenant  shall not permit or suffer any noise,  noxious  odors,
disturbance or nuisance whatsoever on the Premises which would be detrimental to
same or annoying to other tenants or occupants of the Building.

     12.  Advertising and Signs.  Tenant shall be permitted to display  Tenant's
business  sign on elevator  building  directory  to the  Premises  according  to
Landlord  specifications.  All signs shall be obtained and displayed at Tenant's
cost and shall be of a size, design, and material approved by Landlord. No other
sign shall be located on the Premises or the Building  without the prior written
consent of the Landlord.

     13. Compliance with Laws. Tenant shall, within its leased premises,  at its
cost  and  expense,   promptly  comply  or  cause   compliance  with  all  laws,
regulations,   orders,  and  requirements  of  all  federal,   state  and  local
governments, courts, or other lawful authorities and all regulations, including,
without  limitation,  the  Americans  with  Disabilities  Act  ("ADA")  and  the
regulations  promulgated  thereunder,  and orders of the National  Board of Fire
Underwriters or other organization hereafter exercising similar functions, which
now or any time  hereafter  may apply to or affect the  Premises or any business
conducted on the Premises. Specifically, as an illustration and not a limitation
shall  indemnify  and  save  harmless  the  Landlord  against  and  from  costs,
liabilities, suits, penalties, claims, and demands.

<PAGE>

     14.  Liens.  Tenant  shall  comply  with  the  provisions  of the  Colorado
Mechanic's  Lien Law,  as amended  from time to time,  and file the  appropriate
Notice of Commencement for improvements made to the Premises by the Tenant or on
Tenant's  behalf If  because of any act or  omission  of the  Tenant,  any lien,
charge,  or order for the payment of money shall be filed  against the Premises,
the Tenant shall, at its own expense,  cause the same to be discharged of record
or bonded within 90 days after written notice from the Landlord to the Tenant of
the filing thereof and the Tenant shall indemnify and save harmless the Landlord
against and from costs, liabilities,  suits, penalties,  claims, and demands. If
the Tenant shall fail to cause such liens to be  discharged or bonded within the
aforesaid 90-day period,  the Landlord shall have the fight to cause the same to
be  discharged  and any and all costs and  expenses  incurred by the Landlord in
connection  therewith,  including without limitation reasonable attorney's fees,
shall thereupon be due and payable  immediately from the Tenant to the Landlord,
with  interest  thereon at the rate of 2.0% a month from the time such costs and
expenses were incurred by the Landlord  until the Landlord is reimbursed in full
by the Tenant, and the same shall be deemed additional rent hereunder to be paid
by the Tenant to the Landlord,

     15.  Alterations.  The  Tenant  shall  have the right to make  alterations,
additions,  and  improvements  to the  Premises  in  accordance  with  plans and
specifications  which are  approved in advance by the  Landlord  in writing.  No
alteration  shall be commenced  until the Tenant has first obtained and paid for
all required permits and  authorizations of all governmental  automobiles having
jurisdiction.  Any  alteration  shall be made  promptly and in good  workmanlike
manner and in compliance with all applicable permits,  authorizations,  building
and zoning laws,  including ADA, and the Colorado  Mechanic's  Lien Law, and all
other laws, ordinances,  regulations,  and requirements of the National Board of
Fire Underwriters or other body hereafter exercising similar function to require
the Tenant to remove any  alteration  and to restore  the  Premises  to the same
condition  as before the  alteration  was made,  unless the  Landlord  expressly
waives  the  foregoing  right in its  written  consent to the  alteration.  (See
Addendum 4,)

     16. Quiet Enjoyment. Upon due performance of all agreements to be performed
by the Tenant under this lease,  the Landlord  covenants  that the Tenant may at
all times  peaceably  and quietly have,  hold and enjoy the Premises  during the
term of this lease.

     17.  Condemnation.  If all or  materially  all of the Premises are taken in
appropriation  proceedings or by right of eminent domain,  then this lease shall
terminate as of the date the Tenant is deprived of physical  possession  thereof
and the rent and other charges  herein to be paid by the Tenant shall be paid at
that date. If less than  materially all of the Premises are so taken,  then this
lease shall continue in full force and effect  notwithstanding  such taking, and
the "Premises" shall thereafter mean the portion of the Premises remaining after
such taking.  For purpose of this lease,  "materially all of the Premises" shall
be deemed so taken if the portion of the  Premises  remaining  after such taking
and after such repairs or  improvements  as the Landlord is then willing to make
in its discretion is insufficient  to provide Tenant with facilities  sufficient
to continue economical use of the Premises as described in 8.

     In any event,  the  Landlord  shall be  entitled  to all  compensation  and
damages (including  consequential damages) awarded for any such taking of all or
any part of the  Premises,  and the Tenant shall not be entitled to share in any
such award or have any claim against the Tenant for any part  thereof,  or shall
there by any abatement or diminution  of rent by reason  thereof,  provided that
the  Tenant  shall  have the  right to claim  and  receive  from the  condemning
authority any special damages from such taking;  which are separately  allowable
and  separately  awarded to the Tenant and do not have the result of reducing or
otherwise  affecting  the  total  award  which  otherwise  would  be made to the
Landlord.


<PAGE>

     18. Restoration.  If all or any portion of the Premises,  or any portion of
the Building other than the Premises which is used by Tenant, is damaged by fire
or any  other  cause to such  extent  that  the  same  cannot  be  restored,  as
reasonably estimated by Landlord,  within 120 days after the date of such damage
or destruction,  then following notice from Landlord of such estimation,  either
Landlord  or  Tenant  may,  at its  option,  no  later  than 30  days  following
Landlord's  notice,  give notice to the other party of its election to terminate
this lease.  In the event either party so elects,  this lease shall terminate on
the date of such  damage  or  destruction.  In such  event,  the  rent  shall be
apportioned as of the date of such termination, and any rent paid for any period
beyond  said date  shall be  repaid to  Tenant.  If the time of  restoration  as
reasonably  estimated  by  Landlord  shall be less than 120 days,  or if neither
Landlord or Tenant elects to terminate this lease,  Landlord should promptly, at
its  expense,  restore  the  Building  and the  Premises  to the same or  better
condition  as existed  prior to such damage.  Tenant  shall,  in such event,  be
responsible for the restoration or replacement of fixtures,  personal  property,
and improvements owned by Tenant.

     In any such case in which the use of the Premises is affected by any damage
thereto,  there shall be an abatement or an equitable  reduction in rent payable
by Tenant hereunder, depending on the period for which, and the extent to which,
the  Premises  are not  reasonably  usable for the  purposes  for which they are
leased  hereunder.  The words  "restoration" and restore as used in this section
shall include all repairs.

     19.  Default.  Each of the  following  events  shall be  deemed an event of
default under this lease:

          (a)  Failure by Tenant to make any payment of rent to Landlord  within
               10 days after Landlord gives Tenant notice to do so, or

          (b)  Failure by Tenant to make any other payment or perform or observe
               any other  obligation or condition to be performed or observed by
               Tenant  under  this lease and  failure by Tenant to correct  such
               default  within 20 days after  Landlord gives Tenant notice to do
               so or,  if  because  of the  nature  of such  default  it  cannot
               reasonably  be corrected  within such 20-day  period,  failure by
               Tenant to  commence  correction  within  such  20-day  period and
               thereafter  to  expeditiously  and  continuously   prosecute  the
               correction to completion.

          (c)  Abandonment of the Premises by the Tenant.

          (d)  Assignment  or sublease  of any  interest or rights of the Tenant
               under this lease,  except as express permitted by the Landlord in
               writing, or

          (e)  The filing or execution or  occurrence  of any one or more of the
               following:

               (i)  Petition in bankruptcy by or against the Tenant,


<PAGE>

               (ii) Adjudication of the Tenant as a bankrupt or insolvent;

               (iii)Assignment  for the  benefit  of  creditors  of the  Tenant,
                    whether by trust,  mortgage, or otherwise,  or the execution
                    of a composition agreement with the Tenant's creditors; or

               (iv) Petition or other  proceedings  by or against the Tenant for
                    or  the  appointment  of  a  trustee,  receiver,   guardian,
                    conservator, or liquidator of the Tenant with respect to all
                    or substantially all of the Tenant's property.

     Immediately  upon  occurrence  of any  default  or at any time  thereafter,
unless the default has  theretofore  been cured with the written  consent of the
Landlord or expressly waived by the Landlord in writing, the Landlord may at its
exclusive option elect to,

          (a)  Continue this lease in full force and effect  notwithstanding the
               occurrence of such event or default; or

          (b)  Terminate this lease, in which event all rights,  titles, and all
               interests  of the Tenant in, to, or under the  Premises  and this
               lease shall terminate  forthwith.  The Landlord shall be entitled
               immediately  to  re-enter  and  repossess  the  Premises  and the
               Landlord  shall be  entitled  to recover  from the Tenant and the
               Tenant shall pay to the Landlord forthwith an amount equal to all
               unpaid  rent and late  charges  accruing  hereunder  prior to the
               Landlord's  actual recovery of possession of the Premises and all
               other unpaid  amounts  which were to have been paid by the Tenant
               to anyone  hereunder  prior to the Landlord's  actual recovery of
               possession of the Premises.

     Until such time as the Landlord  expressly  elects to terminate  this lease
under the  preceding  provisions,  this lease  shall  continue in full force and
effect notwithstanding the occurrence of such event of default. In the event the
Landlord elects to so terminate this lease, the Tenant thereupon shall be deemed
to have  assigned  and  transferred  to the  Landlord  all  unexpired  insurance
premiums and all fights of the Tenant under all insurance policies.

     The  provisions of this section shall be cumulative in nature,  and nothing
contained in this section shall in any manner  curtail,  supplant,  abridge,  or
otherwise affect adversely any right,  recourse, or remedy which otherwise would
be available to the Landlord at law or in equity.

     20.  Landlord's  Right to Cure  Tenant' s Breach.  If Tenant  breaches  any
covenant or  condition of this lease,  Landlord  may, but shall not be obligated
to, on reasonable  notice to Tenant (except that no notice need be given in case
of  emergency),  cure such  breach at the  expense of Tenant and the  reasonable
amount of all expenses, including attorneys' fees, incurred by Landlord in doing
so (whether paid by Landlord or not) shall be deemed  additional rent payable on
demand.


<PAGE>


     21. Indemnification.  Tenant shall indemnify and save harmless the Landlord
against and from any and all liabilities,  losses, damages, injuries, costs, and
expenses  that  hereafter  may  occur,  arise,  or be  claimed to occur or arise
directly or indirectly from or out of

          (a)  Any  failure by the  Tenant to make any  payment to be made by it
               hereunder  or fully to  perform  or  observe  any  obligation  or
               condition to be performed or observed by the Tenant hereunder;

          (b)  Any cause  whatsoever  on,  about,  or relating  to the  Premises
               during the term of this  lease,  however or by  whomever  caused,
               whether due in whole or in part to negligent acts or omissions on
               the  part of the  Tenant,  the  Landlord,  or any one  else,  and
               whether  such  acts  of  omissions   are  active  or  passive  in
               character,   including   without   limitation  any  use,  misuse,
               possession,  occupancy,  or unoccupancy of the Premises by anyone
               during the term of this  lease,  or any  failure by the Tenant to
               perform  and  observe  all   obligations  and  conditions  to  be
               performed  and observed by it under this lease,  or the condition
               of the  Premises,  including  any latent or other  defects in the
               Premises; or

          (c)  Any  costs  or  expenses  incurred  or  paid by the  Landlord  in
               connection with the foregoing,  including tease fees,  legal fees
               and other costs and expenses in  prosecuting  or defending any of
               the foregoing, whether litigated or unlitigated,

     Tenant  hereby  assumes the risk of any and all matters  described  in this
section.  Landlord shall not be liable to Tenant for any loss,  damage,  injury,
costs,  or expenses  whatsoever  relating  to the  Premises,  including  without
limitation,  any  interruption  or  cessation  of the  business of Tenant or any
subtenant or loss incurred as a consequence  of damage to or  destruction of the
Premises,  however  caused,  and whether or not  resulting  from  negligence  of
Landlord or its agents or employees.

     22. Casualty or Theft Loss.  Landlord shall not be liable for any damage to
the property of Tenant or of others located in or upon the Premises, nor for the
loss or damage to any property of Tenant or of others by theft or otherwise.

     23. Water Damage.  It is expressly agreed and understood by and between the
parties to this lease,  that the Landlord  shall not be liable for any damage or
injury by water which may be sustained by the Tenant or other persons or for any
other damage or injury resulting from the  carelessness,  negligence or improper
conduct  on the part of Tenant or its  agents or  employees  or by reason of the
breakage,  leakage or  obstruction of the water,  sewer,  or soil pipes or other
leakage in or about the Premises.

     24.  Interruption  of Services or Use.  Interruption  or curtailment of any
service   maintained   in  the   Premises  if  caused  by  strikes,   mechanical
difficulties,  or causes beyond Landlord's control whether similar or dissimilar
to those  enumerated  shall not entitle Tenant to any claim against Landlord nor
shall the same constitute  constructive or partial eviction  provided,  however,
Landlord  shall  make  reasonable  effort to restore  such  service in the lease
amount of time possible.


<PAGE>

     25.  Cumulative  Rights and Remedies.  Each fight or remedy of the Landlord
under this agreement or now or hereafter available to the Landlord by statue, at
law, in equity, or otherwise, shall be cumulative and concurrent and shall be in
addition  to every  other such  right or  remedy'  and  neither  the  existence,
availability,  nor exercise of any one or more of such fights or remedies  shall
preclude or otherwise  affect the simultaneous or later exercise by the Landlord
of any or all other fights or remedies.

     26. Memorandum of Lease. This lease shall not be recorded;  however, at the
request of the Tenant,  the Landlord shall execute,  acknowledge,  and deliver a
memorandum  of this lease for purposes of giving public notice of the fights and
obligations of the Landlord and the Tenant under this lease.

     27. Assignment of Sublease. No provision.

     28. Landlord's  Access. The Landlord and its designees shall have the right
to enter the Premises at any reasonable times for the purposes of inspecting the
Premises,  performing any work which the Landlord elects to undertake hereunder,
and exhibiting the Premises for sale,  lease, or mortgage.  Nothing herein shall
imply any duty upon the  Landlord to do any such work which under any  provision
of this lease the Tenant is required to perform nor shall the Landlord incur any
liability as a result of not inspecting the Premises,

     29. Non-waiver. No failure by the Landlord to exercise any option hereunder
or to  enforce  its  rights or to seek its  remedies  upon any  default,  and no
acceptance  by the  Landlord of any rent  accruing  before or after any default,
shall affect or  constitute a waiver of the  Landlord's  fights to exercise that
option,  enforce that right, or seek that remedy with respect to that default or
any prior or subsequent default.

     30. No Third Party  Benefit.  This agreement is intended for the benefit of
the Tenant and the Landlord and, except as otherwise provided in this agreement,
their  respective  successors,  heirs,  personal  representatives,  and assigns,
nothing contained in this agreement shall be construed as creating any rights or
benefits in or to any third party.

     31 . Broker's Fees. No fees.

     32.  Surrender  of  Premises.  No  agreement  to accept a surrender  of the
Premises  shall be valid  unless in  writing  and  signed by the  Landlord.  The
delivery of the keys to any employee or agent of the Landlord  shall not operate
as a termination of the lease or a Surrender of the Premises,  except at the end
of the full-term of this lease.  The failure of the Landlord to seek redress for
violation  of,  or to  insist  upon  strict  performance  of any  of the  terms,
covenants and conditions of this lease, shall not act as a waiver or be evidence
of a consent to any said violation. Further, the receipt of rent by the Landlord
with  knowledge  of the breach of any term,  covenant or condition of this lease
shall not be  deemed a waiver of such  breach,  with the  exception  of a breach
caused by Tenant's  failure to pay rent or additional rent for the current month
only.


<PAGE>

     33. Holding Over. If the Tenant  retains  possession of the Premises or any
part thereof after the  termination of the lease term or any extension  thereof,
by lapse of time or  otherwise,  the  Tenant  shall pay the  Landlord  rent on a
month-to-month  basis in a monthly amount of 1.30 times the monthly rent payable
for the year  immediately  preceding  said holdover for the time the Tenant thus
remains in possession.  The  provisions of this section do not waive  Landlord's
rights of re-entry or any other fight  hereunder.  Any retention of the Premises
after the termination  month will be considered as a holdover  unless  otherwise
agreed to in writing by both parties.

     34. Notices. All notices, demands, requests,  consents,  approvals, offers,
statements and other  instruments or  communication  required or permitted to be
given  hereunder shall be in writing and shall be deemed to have been given when
delivered,  or when mailed by first class registered or certified mail,  postage
prepaid, addressed, (a) if to the Tenant, at its address set forth above, or (b)
if to the  Landlord,  at its address set forth  above,  or (c) to any such other
address as a party to this agreement may  theretofore  have designated in notice
to any party giving notice.

     35.  Estoppel  Certificate.  Either  party to this lease shall from time to
time during the term of this lease, immediately upon request of the other party,
execute and deliver to the other party a statement certifying that this lease is
in full force and  effect,  the date  through  which the rent and other  charges
hereunder have been paid, and any other factual matter  reasonably  requested by
the other party.

     36.  Severability  . If any  provisions  of this  lease or any  application
thereof shall be invalid or  unenforceable,  the remainder of this lease and any
other application of such provision shall not be affected thereby.

     37.  Binding  Effect.  This lease  shall be  binding  upon and inure to the
benefit of and be  enforceable  by the respective  successors,  heirs,  personal
representatives and assigns of the parties hereto.

     38. Section Headings. The section headings are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof

     39.   Counterparts.   This  lease  may  be   simultaneously   executed   in
counterparts, each of which, when so executed and delivered, shall constitute an
original, fully enforceable counterpart for all purposes.

     40.  Governing  Law.  This lease  shall be  governed  by and  construed  in
accordance with the laws of the State of Colorado.

     41. Complete Agreement. This document contains the entire agreement between
the parties and supersedes any prior discussions,  representations,  warranties,
or agreements between them and the Landlord.

CONSULT YOUR  ADVISORS - This  document  has been  prepared for approval by your
attorney,

<PAGE>

IN WITNESS WHEREOF,  all parties have executed this Lease this 18th day of July,
1996.


BANK ONE -                              WESTERN FIDELITY FUNDRNG, INC.
COLORADO, N.A.                          Tenant
Landlord

By: /s/ Nancy E. Anderson               By: /s/ Gene Osburn
   ------------------------------          ----------------------------------
Title:  Regional R/E Specialist         Title:  President


<PAGE>

                                    ADDENDUM

This  Addendum is attached to and made a part of that  certain  Lease dated July
18, 1996 between BANK ONE - COLORADO,  N.A., as Landlord,  and Western  Fidelity
Funding,  Inc., as Tenant, on the 553 1 rentable square foot premises known as a
portion of the first floor, 4704 Harlan Street, Lakeside, CO.

                              ADDITIONAL PROVISIONS

The  following   provisions  are  in  addition  to,   substitution   of,  and/or
modification of the terms and conditions contained in Pages 1 through 11 of this
Lease, Addendum and Exhibits thereto. in this event of any conflict between such
terms and conditions of this Lease and the terms and conditions of the following
provisions, the latter shall control.

I. Rent. The following  shall be the annual and monthly rental and shall be paid
in accordance with Article 3 of this Lease.

     LEASE               ANNUAL           MONTHLY       SQUARE FOOT
     PERIOD              RENTAL           RENTAL        RENTAL RATE
     ------              ------           -------       -----------
 September 1, 1996
   Through
 August 30, 1997       $55,310.00         $4609.17        $10.00
 September 1, 1997
   Through
 August 30, 1998       $56,692.75         $4724.40        $10.25
 September 1,1998
 Through
 August 30, 1999       $58,075.50         $4839.63        $10.50

2.  Condition of Premises.  Landlord  shall provide  demising wall and emergency
fire exit at their own  cost.  Plans to be  approved  by DPC  Investors.  Tenant
Improvement allowance for this is $15,200.00, not to exceed.

3.  Requirements  for Cable in  Plenum  areas.  Tenant  hereby  acknowledges  to
Landlord   that   telephone  and  data  cables  must  be  in  metal  conduit  or
teflon-coated cable to be in conformance with applicable  governmental  building
codes concerning  cable installed in open air plenum areas,  such as the demised
premises.  It is the Tenant's  responsibility  to inform its  telephone and data
communications  installers of this requirement.  Any additional cost for conduit
or  applicable  cable other than what is  provided in the demised  premises is a
Tenant cost.

4.  Tenant  Provided  Improvements.   For  any  Tenant  provided  remodeling  or
redecoration work after August 1, 1996, Tenant agrees to have any such work done
in a  "workmanlike"  manner with a contractor or workman  approved in writing by
the Landlord.  Approval for such contractor or workman shall not be unreasonably
withheld by Landlord.  Prior to the start of any remodeling or  construction  by

<PAGE>

Tenant,  Tenant shall submit or cause to be  submitted to  Landlord's  Agent for
written  approval two (2) copies of detailed  drawings to scale  indicating  any
structural  changes,  partitions,   electrical,   heating  ventilating  and  air
conditioning, and plumbing work.

5. Americans With  Disabilities  Act.  Landlord and Tenant  acknowledge that the
Building and the Premises  occupied by Tenant are subject to the Americans  With
Disabilities  Act  (ADA)   regulations  and  specifically   TITLE  III  thereof,
concerning  the  provisions   governing  public   accommodations  in  commercial
facilities,  Landlord  agrees  that if the  Building,  except  for  the  Demised
Premises, fails to comply with the provisions of the ADA, that Landlord will use
its  reasonable  efforts  to comply  with the ADA  requirements  of  "reasonable
accessibility" in accordance with the standard set forth in the ADA.

        Landlord shall be responsible  for any alterations and costs or expenses
associated  therewith,  including  alterations  to the  entrance  to the demised
Premises to maintain the demised  Premises in  compliance  with the ADA.  Tenant
shall  have no right to make any  structural  or  non-structural  changes to the
demised Premises to meet the ADA requirements,  except as previously approved by
Landlord pursuant to the terms of the Lease.

6. Security  Deposit.  Landlord and Tenant hereby  acknowledge  that there is NO
security deposit for this lease transaction.

7. Chair Pads. Tenant agrees, at Tenant's expense,  to rise chair pads under all
caster-  type chairs  used in the demised  Premises if the casters are less than
1/2" wide.

8.  Sublease  Cancellation.  This  Lease  makes  null and void and  cancels  the
SubLease dated  September 26, 1994,  between Western  Fidelity  Funding and Bank
One. Bank One will have this lease with Western Fidelity Funding, Inc., approved
with  DPC and get an  acknowledgment  for the file of  their  awareness  of this
transaction. Western Fidelity Funding, Inc. is hereby made aware that this lease
must be approved,  after  signing,  by DPC. If there is no approval by DPC, this
document is null and void.

CONSULT YOUR  ADVISORS - This  document  has been  prepared for approval by your
attorney.   No  representation  or  recommendation  is  made  as  to  the  legal
sufficiency or tax  consequences of this document or the transaction to which it
relates. These are questions for your attorney and accountant,

IN WITNESS  WHEREOF,  all parties have executed this document the date indicated
below.

BANK ONE-COLORADO, N.A.               WESTERN FIDELITY FUNDING, INC.
Landlord                              Tenant

By: /s/ Nancy E. Anderson             By: /s/ Gene Osborn, President
   ------------------------------         ----------------------------------
Title: Real Estate Specialist             Date: July 18, 1996
Date:  7/31/96, 1996


<PAGE>

                                      RIDER

This Rider is  attached  to and forms a part of that  certain  lease  dated Bank
One-Colorado,  N.A.,  Landlord  and \VESTERN  FIDFLITY  FUNDING,  INC.,  Tenant,
covering  space on the  FIRST  floor  of the  building  known  as the Bank  One,
Lakeside, 4704 Harlan Street, Lakeside, CO.

The term "Landlord" as used throughout this lease and all Riders attached hereto
shall mean  "Sub-Landtord"  and the term "Tenant" shall mean "Sub-Tenant" . This
lease is subject to all terms and  conditions  of that certain lease dated March
26, 1991 between Lakeside National Bank I AKA Bank One,  Lakeside,  "Tenant" and
Crown Life Insurance Company, "Landlord" including "Rules and Regulations".


Existiny, Mortgages a d Deeds of Trust. This lease is subject and subordinate to
all present  mortgages or Deeds of Trust  affecting the real estate on which the
building is located and the  building of which the lease  premises  form a part,
and to all renewals or extensions  thereof and to any mortgage or Deeds of Trust
which may hereafter be executed, affecting the same.

Western Fidelity Funding, Inc.               Bank One-Colorado, N.A.

By: /s/ Gene Osborn                          By: /s/ Nancy E. Anderson
   -----------------------------                ------------------------------
Title:  President                            Nancy E. Anderson
                                             Regional R/E Specialist