GEERLINGS & WADE INC
MULTI-TENANT LEASE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.txt
<DESCRIPTION>MULTI-TENANT LEASE
<TEXT>

<PAGE>

                                                                    Exhibit 10.1

                                LEASE OF SPACE
                         MULTI-TENANT OFFICE/WAREHOUSE
                         SUMMARY OF BASIC LEASE TERMS


1.  Tenant:  Geerlings & Wade Inc.
             ---------------------

2.  Building:

    (a)  Name:  East 47th Business Center
                -------------------------

    (b)  Approximate Total Building Square Footage:  20,400 sq. ft.
                                                     ------

    (c)  Approximate Total Building Square Footage: 313,931
                                                    -------
3.  Demised Premises:

    (a)  Approx. Total Square Footage:  6,800 sq. ft.
                                        -----

    (b)  Address:  6760 East 47th Avenue Drive
                   ---------------------------
                   Denver, Colorado 80216
                   ---------------------------

4.  Initial Lease Term:

    (a)  Period: 4  years,  0  months and  0  days
                ---        ---            ---

    (b)  Commencement Date:  April 1, 2001
                             -------------

    (c)  Expiration Date:  March 31, 2005
                           --------------
5.  Basic Rent:

    (a)  Total for Lease Term:  $168,640.00  per Lease Term
                                -----------
    (b)  Total Annual:  $40,120.00 per annum Year 1;  04/01/01-03/31/02
                        ----------
                        $41,480.00 per annum Year 2;  04/01/02-03/31/03
                        ----------
                        $42,840.00 per annum Year 3;  04/01/03-03/31/04
                        ----------
                        $44,200.00 per annum Year 4;  04/01/04-03/31/05
                        ----------

    (c)  Monthly Basic Rent:  $3,343.34 per month Year 1; 04/01/01-03/31/02
                              ---------
                              $3,456.67 per month Year 2; 04/01/02-03/31/03
                              ---------
                              $3,570.00 per month Year 3; 04/01/03-03/31/04
                              ---------
                              $3,683.34 per month Year 4; 04/01/04-03/31/05
                              ---------
<PAGE>

6.  Additional Rent:

    (a)  Initial Monthly Deposit for Taxes and Assessments, Landlord's Insurance
         and Common Facilities charges:  $889.67
                                         --------

    (b)  Tenant's Pro Rata Share (for Additional Rent): 33.33 %
                                                        -------

7.  Initial Monthly Payment Due (for Basic Rent and Additional Rent):
    $4,233.01 per month
    ---------

8.  Security Deposit Amount: $3,054.34
                             ---------

9.  Place for Payments:

    East 47th Business Center LLC
    c/o Etkin Johnson Company LLC
    1512 Larimer Street, Suite 325
    Denver, Colorado  80202

10. Permitted Use(s) by Tenant:  Warehousing and wine distributions
                                 ----------------------------------

11. Broker(s):

    (a)  Landlord is represented by Etkin Johnson Company LLC, which is acting
         as Landlord's Agent.

    (b)  Tenant is represented by  N/A , which is acting as (check one:)   N/A
                                  -----                                   ----
         Tenant's Agent, or  N/A Transaction Broker.
                            -----

12. Parking:   Four  (  4  ) unassigned parking spaces.
              ------   ---


                                     -ii-
<PAGE>

                                LEASE OF SPACE
                        (Multi-Tenant Office/Warehouse)


     This Lease is made this 22nd day of January, 2001, between EAST 47TH
BUSINESS CENTER LLC, a Colorado limited liability company ("Landlord"), whose
address is 1512 Larimer Street, #325, Denver, Colorado 80202, and GEERLINGS &
WADE, INC., a Massachusetts corporation ("Tenant").

I.   GENERAL.

     1.1   Consideration.  Landlord enters into this Lease in consideration of
the payment by Tenant of the rents herein reserved and the keeping, observance
and performance by Tenant of the covenants and agreements of Tenant herein
contained.

     1.2   Exhibits and Addenda to Lease.  The Exhibits and Addenda listed below
shall be attached to this Lease and be deemed incorporated in this Lease by this
reference.  In the event of any inconsistency between such Exhibits and Addenda
and the terms and provisions of this Lease, the terms and provisions of the
Exhibits and Addenda shall control.  The Attachments, Exhibits and Addenda to
this Lease are:

     Summary of Basic Lease Terms
     Exhibit A  Legal Descriptions of Land
     Exhibit B  Location of Demised Premises Within Building (Space Plan)
     Exhibit C  Rules & Regulations
     Guaranty of Lease

II.  DEFINITIONS;  DEMISE OF PREMISES.

     2.1   Demise.  Subject to the provisions, covenants and agreements herein
contained, Landlord hereby leases and demises to Tenant, and Tenant hereby
leases from Landlord, the Demised Premises as hereinafter defined, for this
Lease Term as hereinafter defined, subject to existing covenants, conditions,
restrictions, easements and encumbrances affecting the same.

     2.2   Demised Premises.  The "Demised Premises" shall mean the space to be
occupied by Tenant as depicted in Exhibit B attached hereto and cross-hatched
thereon.  The Demised Premises are within the Building which is located on the
Land, as the terms Building and Land are hereinafter defined.

     2.3   Area and Address.  The Demised Premises contains approximately the
floor area set forth in the Summary of Basic Lease Terms.  If the roof of the
Building overhangs past any of the demising walls of the Demised Premises, the
overhang area shall be included in the floor area of the Demised Premises set
forth in the Summary of Basic Lease Terms, provided that such overhang shall be
a part of the Common Facilities for all other purposes under this Lease.  The
address of the Demised Premises is the address set forth in the Summary of Basic
Lease Terms.


                                       1
<PAGE>

     2.4   Land.  "Land" shall mean the parcel of real property more
particularly described as the Land in Exhibit A attached hereto.

     2.5   Building.  "Building" shall mean the building or buildings
constructed on the Land containing approximately the number of square feet of
interior floor area set forth on the Summary of Basic Lease Terms. If there is
more than one building constructed on the Land, the term "Building" shall mean
collectively all buildings constructed upon the Land.

     2.6   Improvements.  "Improvements" shall mean the Building, the Parking
Area as hereinafter defined, and all other fixtures and improvements on the
Land, including landscaping thereon.

     2.7   Property.  "Property" shall mean the Land, the Building and the
Improvements and any fixtures and personal property used in operation and
maintenance of the Land, Building and Improvements other than fixtures and
personal property of Tenant and other users of space in the Building.

     2.8   Common Facilities.  "Common Facilities" shall mean all of the
Property except (a) the Demised Premises and (b) the other premises in the
Building leased or held for lease to other tenants. Common Facilities shall
include the Parking Area and any walks, driveways, and, if applicable, lobby
areas, halls, stairs, and restrooms designed for common use of Tenant and other
users of space in the Building.

     2.9   Parking Area.  "Parking Area" shall mean that portion of the Land
which is or is to be paved and otherwise improved for the parking of motor
vehicles.

     2.10  Use of Common Facilities and Parking Area.  Tenant is hereby granted
the non-exclusive right and license to use, in common with others entitled to
such use, the Common Facilities, as it from time to time exists, subject to the
rights of Landlord reserved herein.  Tenant shall not interfere, at any time,
with the rights of Landlord and others entitled to use any part of the Common
Facilities, and shall not store, either permanently or temporarily, any
materials, supplies or equipment on the Common Facilities.  Landlord shall have
the right, at any time, to change, reduce or otherwise alter the Common
Facilities, in its sole discretion and without compensation to Tenant; provided,
however, Landlord shall provide reasonable parking in the Parking Areas, loading
areas and access to the Demised Premises to Tenant.  Landlord shall not be
responsible for any damage to any automobile or vehicle which occurs in or about
the Parking Area.

     2.11  Covenant of Quiet Enjoyment.  Landlord covenants and agrees that,
provided Tenant is not in default and keeps, observes and performs the covenants
and agreements of Tenant contained in this Lease, Tenant shall have quiet and
peaceable possession of the Demised Premises and such possession shall not be
disturbed or interfered with by Landlord or by any person claiming by, through
or under Landlord.

     2.12  Condition of Demised Premises.  Except as may be provided on an
Addendum hereto, Tenant covenants and agrees that, upon taking possession of the
Demised Premises, Tenant shall be deemed to have accepted the Demised Premises
"as is" and Tenant shall be


                                       2
<PAGE>

deemed to have waived any warranty of condition or habitability, suitability for
occupancy, use or habitation, fitness for a particular purpose or
merchantability, express or implied relating to the Demised Premises. Tenant's
acceptance of the Demised Premises shall constitute its acknowledgment that the
Demised Premises was in good condition, order and repair at the time of such
acceptance including, without limitation, the doors, loading dock doors, dock
levelers, related dock systems and areas, and all other mechanical and
electrical systems.

     2.13  Intentionally Deleted.

III. TERM OF LEASE.

     3.1   Lease Term.  "Lease Term" shall mean the period of time specified in
the Summary of Basic Lease Terms commencing at noon on the commencement date
specified in the Summary of Basic Lease Terms and expiring at noon on the
expiration date specified in the Summary of Basic Lease Terms.

IV.  RENT AND OTHER AMOUNTS PAYABLE.

     4.1   Basic Rent.  Tenant covenants and agrees to pay to Landlord, without
offset, deduction or abatement, basic rent for the full Lease Term in the amount
specified as basic rent in the Summary of Basic Lease Terms ("Basic Rent").

     4.2   Monthly Payments.  Basic Rent shall be payable monthly in advance,
without notice, in equal installments in the amount of monthly rent specified in
the Summary of Basic Lease Terms.  The first such monthly installment shall be
due and payable upon execution hereof and a like monthly installment shall be
due and payable on or before the first day of each calendar month succeeding the
commencement date recited in the Summary of Basic Lease Terms during this Lease
Term, except that the rental payment for any fractional calendar month at the
commencement or end of this Lease Term shall be prorated based on a thirty (30)
day month.

     4.3   Place of Payments.  Basic Rent and all other sums payable by Tenant
to Landlord under this Lease shall be paid to Landlord at the place for payments
specified in the Summary of Basic Lease Terms, or such other place as Landlord
may, from time to time, designate in writing.

     4.4   Lease a Net Lease and Rent Absolute.  It is the intent of the parties
that the Basic Rent provided in this Lease shall be a net payment to Landlord;
that this Lease shall continue for the full Lease Term notwithstanding any
occurrence preventing or restricting use and occupancy of the Demised Premises,
including any damage or destruction affecting the Demised Premises, and any
action by governmental authority relating to or affecting the Demised Premises,
except as otherwise specifically provided in this Lease; that the Basic Rent
shall be absolutely payable without offset, reduction or abatement for any cause
except as otherwise specifically provided in this Lease; that Landlord shall not
bear any costs or expenses relating to the Demised Premises or provide any
services or do any act in connection with the Demised Premises except as
otherwise specifically provided in this Lease; and that Tenant shall


                                       3
<PAGE>

pay, in addition to Basic Rent, Additional Rent to cover costs and expenses
relating to the Demised Premises, the Common Facilities, and the Property, all
as hereinafter provided.

     4.5   Additional Rent.  Tenant covenants and agrees to pay, as additional
rent under this Lease ("Additional Rent"), all costs and expenses relating to
the use, operation, maintenance and repair of the Demised Premises by Tenant;
Tenant's Pro Rata Share of all costs and expenses relating to the Common
Facilities; Tenant's Pro Rata Share of all Taxes and Assessments and Landlord's
Insurance; and all other costs and expenses which Tenant is obligated to pay to
Landlord or any other person or entity under this Lease, whether or not stated
or characterized as Additional Rent.

     4.6   Tenant's Pro Rata Share.  "Tenant's Pro Rata Share" shall mean the
percentage set forth in the Summary of Basic Lease Terms as Tenant's Pro Rata
Share which is the percentage derived by dividing the approximate floor area of
the Demised Premises, as set forth in the Summary of Basic Lease Terms, by the
approximate floor area within the Building, as set forth in the Summary of Basic
Lease Terms.  Landlord and Tenant agree that such approximations of floor area
of the Demised Premises and the Building are reasonable, and that the
calculations of Basic Rent and Tenant's Pro Rata Share based on such
approximations are not subject to revision under any circumstances.  If the
Building, or the Demised Premises, or both are ever remeasured, the result may
only be used to adjust the identification of the Demised Premises, and neither
Landlord nor Tenant shall be entitled to claim an increase or decrease in the
Basic Rent or Tenant's Pro Rata Share based upon such remeasurement.
Notwithstanding anything to the contrary, if the Landlord increases or reduces
the floor area of the Building or constructs additional building(s) upon the
Property, then Landlord shall redetermine Tenant's Pro Rata Share using the
formulas hereinabove set forth based upon the new floor area of the Building and
any other buildings located upon the Property.

     4.7   Monthly Deposits for Taxes and Insurance.  Tenant shall pay, as
Additional Rent, to Landlord, monthly in advance, without notice, on each day
that payment of Basic Rent is due, amounts, as hereinafter specified, for
payment of Tenant's Pro Rata Share of Taxes and Assessments (defined in Section
5.1), Casualty Insurance (defined in Section 6.1) and Liability Insurance
(defined in Section 6.2) to be obtained by Landlord hereunder (such Casualty
Insurance and Liability Insurance are collectively referred to as the
"Landlord's Insurance").  If such monthly deposits of Taxes and Assessments, and
Landlord's Insurance (collectively, the "Monthly Deposits") are insufficient to
pay Tenant's Pro Rata Share of the actual costs of the Taxes and Assessments or
Landlord's Insurance, Tenant shall pay to Landlord, within ten (10) days after
demand by Landlord, such amounts as are necessary to provide Landlord with
sufficient funds to pay Tenant's Pro Rata Share of the same.  The Monthly
Deposits shall each be equal to Tenant's Pro Rata Share of 1/12 of the amounts,
as reasonably estimated and re-estimated from time to time by Landlord, of the
annual costs of the Taxes and Assessments and the Landlord's Insurance.  The
initial Monthly Deposit for Taxes and Assessments, and the Landlord's Insurance
shall be subject to adjustment as herein provided.  To the extent the Monthly
Deposits exceed Tenant's Pro Rata Share of the actual costs of Taxes and
Assessments and Landlord's Insurance, the excess amount shall, at Landlord's
option, except as may be otherwise provided by law, either be paid to Tenant or
credited against future Monthly Deposits or against Basic Rent, Additional Rent
or other amounts payable by Tenant under this Lease.  The amounts of Taxes and
Assessments and Landlord's Insurance payable by Tenant for the


                                       4
<PAGE>

years in which this Lease Terms commences and expires shall be subject to the
provisions hereinafter contained in this Lease for proration of such amounts in
such years. Prior to the dates on which payment is due for Taxes and Assessment
and Landlord's Insurance, Landlord shall make payment of Taxes and Assessments
and Landlord's Insurance, to the extent of funds from Monthly Deposits are
available therefor and, upon request by Tenant, shall furnish Tenant with a copy
of any receipt for such payments. Except for Landlord's obligations to make
payments out of funds available from Monthly Deposits, the making of Monthly
Deposits by Tenant shall not limit or alter Tenant's obligation to pay taxes and
assessments and to maintain insurance as elsewhere provided in this Lease.

     4.8   Security Deposit.  Upon execution of this Lease by Tenant, Tenant
shall deposit with Landlord the amount specified as a security deposit in the
Summary of Basic Lease Terms ("Security Deposit"). The Security Deposit shall be
retained by Landlord and may be applied by Landlord, to the extent necessary, to
pay and cover any loss, cost, damage or expense including attorneys' fees
sustained by Landlord by reason of the failure of Tenant to comply with any
provision, covenant or agreement of Tenant contained in this Lease. To the
extent not necessary to cover such loss, cost, damage or expense, the Security
Deposit, without any interest thereon, shall be returned to Tenant within thirty
(30) days after expiration of this Lease Term or as may be otherwise provided by
law. The Security Deposit shall not be considered as an advance payment of rent
or as a measure of the loss, cost, damage or expense which is or may be
sustained by Landlord. In the event all or any portion of the Security Deposit
is applied by Landlord to pay any such loss, cost damage or expense, Tenant
shall, from time to time, promptly upon demand, deposit with Landlord such
amounts as may be necessary to replenish the Security Deposit to its original
amount. If there is a Default by Tenant under this Lease more than three (3)
times in any twelve (12) month period, whether or not such Default by Tenant is
cured, the amount required to be deposited with Landlord as a Security Deposit
shall automatically be increased to three (3) times the amount set forth on the
Summary of Basic Lease Terms, and payment of such increased amount shall be
required in order to cure the Default, within the same time as the original
nonpayment or failure of performance which constituted the Default.

     4.9   General Provisions as to Monthly Deposits and Security Deposit.
Landlord shall hold the Security Deposit in an escrow or trust deposit account;
however, Landlord may commingle the Monthly Deposits with Landlord's own funds.
Landlord shall not be obligated to pay interest to Tenant on account of the
Monthly Deposits and Security Deposit. In the event of a transfer by Landlord of
Landlord's interest in the Demised Premises, Landlord or the property manager of
Landlord may deliver the Monthly Deposits and Security Deposit to the transferee
of Landlord's interest and Landlord and such property manager shall thereupon be
discharged from any further liability to Tenant with respect to such Monthly
Deposits and Security Deposit. In the event of a Transfer (as herein defined) by
Tenant of Tenant's interest in this Lease, Landlord shall be entitled to return
the Monthly Deposits and Security Deposit to Tenant's successor in interest and
Landlord shall thereupon be discharged from any further liability with respect
to the Monthly Deposits and Security Deposit.

V.   TAXES AND ASSESSMENTS.


                                       5
<PAGE>

     5.1   Covenant to Pay Taxes and Assessments.  Tenant covenants and agrees
to pay, as Additional Rent, Tenant's Pro Rata Share of Taxes and Assessments, as
hereinafter defined, which accrue during or are attributable to this Lease Term.
"Taxes and Assessments" shall mean all taxes, assessments or other impositions,
general or special, ordinary or extraordinary, of every kind or nature, which
may be levied, assessed or imposed upon or with respect to the Property, or any
part thereof, or upon any building, improvements or personal property at any
time situated thereon.

     5.2   Proration at Commencement and Expiration of Term.  Taxes and
Assessments shall be prorated between Landlord and Tenant for the year in which
this Lease Term commences and for the year in which this Lease Term expires as
of, respectively, the date of commencement of this Lease Term and the date of
expiration of this Lease Term, except as hereinafter provided.  Additionally,
for the year in which this Lease Term expires, Tenant shall be liable without
proration for the full amount of Taxes and Assessments relating to any
improvements, fixtures, equipment or personal property which Tenant is required
to remove or in fact removes as of the expiration of this Lease Term.  Proration
of Taxes and Assessments shall be made on the basis of actual Taxes and
Assessments.  Tenant's Pro Rata Share of Taxes and Assessments for the years in
which this Lease Term commences and expires shall be paid and deposited with the
Landlord through Monthly Deposits as hereinabove provided, but, in the event
actual Taxes and Assessments for either year are greater or less than as
estimated for purposes of Monthly Deposits, appropriate adjustment and payment
shall be made between the parties at the time the actual Taxes and Assessments
are known, and such obligation shall survive the termination or expiration of
this Lease.

     5.3   Special Assessments.  If any Taxes or Assessments are payable in
installments over a period of years, Tenant shall be responsible only for
installments for periods during this Lease Term with proration, as above
provided, of any installment payable prior or after expiration of this Lease
Term.

     5.4   New or Additional Taxes.  Tenant's obligation to pay Tenant's Pro
Rata Share of Taxes and Assessments shall include any Taxes and Assessments of a
nature not presently in effect but which may hereafter be levied, assessed or
imposed upon Landlord or upon the Property if such tax shall be based upon or
arise out of the ownership, use or operation of or the rents received from the
Property, other than income taxes or estate taxes of Landlord. For the purposes
of computing Tenant's liability for such new type of tax or assessment, the
Property shall be deemed the only property of Landlord.

     5.5   Landlord's Sole Right to Contest Taxes.  Landlord shall have the sole
right to contest any Taxes or Assessments.  Landlord shall pay to or credit
Tenant with Tenant's Pro Rata Share of any abatement, reduction or recovery of
any Taxes and Assessments attributable to this Lease Term less Tenant's Pro Rata
Share of all costs and expenses incurred by Landlord, including attorney's fees,
in connection with such abatement, reduction or recovery.

VI.  INSURANCE.

     6.1   Casualty Insurance.  Landlord covenants and agrees to obtain and keep
in full force and effect during this Lease Term, Casualty Insurance as
hereinafter defined.  "Casualty


                                       6
<PAGE>

Insurance" shall mean fire and extended coverage insurance with respect to the
Property, in an amount equal to the full replacement cost thereof, with
coinsurance clauses of no less than 80%, and with coverage, at Landlord's
option, by endorsement or otherwise, for all risks, vandalism, and malicious
mischief, sprinkler leakage, boilers, and rental loss and with a deductible in
the amount for each occurrence as Landlord, in its sole discretion, may
determine from time to time. Casualty Insurance obtained by Landlord need not
name Tenant as an insured party and may, at Landlord's option, name any
mortgagee or holder of a deed of trust as an insured party as its interest may
appear. Tenant covenants and agrees to pay, as Additional Rent, its Pro Rata
Share of the cost of the Casualty Insurance obtained by Landlord and the cost of
any deductible under such Casualty Insurance. Tenant shall be responsible for
obtaining, at Tenant's option, cost and expense, insurance coverage for property
of Tenant and for business interruption of Tenant.

     6.2   Liability Insurance.  Tenant covenants and agrees to obtain and keep
in full force and effect during this Lease Term, and to pay, as Additional Rent,
the premiums and costs of Liability Insurance as hereinafter defined. "Liability
Insurance" shall mean comprehensive general liability insurance covering public
liability with respect to the ownership, use and operation of the Demised
Premises, with limits of not less than $2,000,000.00 combined single limit of
liability. The Liability Insurance required of Tenant shall include endorsements
for assumed contractual liability with respect to the liabilities assumed by
Tenant under this Lease, and no deductible, retention or self-insurance
provision contained therein, unless otherwise approved in writing by Landlord.
Landlord covenants and agrees to obtain and keep in full force and effect,
during this Lease Term, Liability Insurance covering the Property, including
Common Facilities but excluding Demised Premises and other premises leased to
other tenants. Tenant also covenants and agrees to pay, as Additional Rent,
Tenant's Pro Rata Share of the cost of the Liability Insurance obtained by
Landlord and the cost of any deductible under such Liability Insurance.

     6.3   General Provisions Respecting Insurance.  Except as otherwise
approved in writing by Landlord, all insurance obtained by Tenant shall be on
forms and with insurers selected or approved by Landlord, which approval shall
not be unreasonably withheld; shall name Landlord, Landlord's manager(s) and
agent(s), and the holder of any first mortgage or deed of trust encumbering the
Property, as insured parties, as their interests may appear; shall contain a
waiver of rights of subrogation as among Tenant, Landlord and the holder of any
such first mortgage or deed of trust; shall provide coverage on an occurrence
basis; and shall provide that the insurance coverage shall not be canceled or
altered except upon thirty (30) days' prior written notice to Landlord and the
holder of any such first mortgage or deed of trust. Evidence of insurance
obtained by Tenant shall be delivered to Landlord who may deposit the same with
the holder of any such first mortgage or deed of trust.

     6.4   Cooperation in the Event of Loss.  Landlord and Tenant shall
cooperate with each other in the collection of any insurance proceeds which may
be payable in the event of any loss, including the execution and delivery or any
proof of loss or other actions required to effect recovery.

     6.5   Plate Glass Insurance.  Tenant acknowledges that Landlord is not
obligated to maintain any insurance or extended coverage insurance with respect
to damage to any plate glass or other glass located in the Demised Premises.
Tenant shall be entitled to obtain any such


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<PAGE>

insurance for plate glass or other glass located in the Demised Premises;
provided, however, that Tenant shall be obligated to replace any damaged or
broken or plate glass or other glass located in the Demised Premises, whether or
not Tenant has obtained such insurance coverage.

VII. OPERATING, MAINTENANCE AND REPAIR EXPENSES.

     7.1   Utility Charges.  Tenant covenants and agrees to contract in Tenant's
own name and to pay, as Additional Rent, all charges for gas, electricity,
light, heat, power, telephone, or other utility services used, rendered or
supplied to or for the Demised Premises.  If any such utility charges are not
separately metered or billable to the Demised Premises, then Tenant shall pay,
as Additional Rent, Tenant's Pro Rata Share thereof to Landlord which amount
shall be included in the monthly charges for the Common Facilities.

     7.2   Common Facilities Charges.  Tenant covenants and agrees to pay, as
Additional Rent, Tenant's Pro Rata Share of all costs and expenses of operating,
repairing, maintaining, upkeep and replacing of the Common Facilities and the
Property including, without limitation, upkeep and replanting of grass, trees,
shrubs and landscaping; removal of dirt, debris, obstructions and litter from
Parking Area, landscaped areas, sidewalks and driveways; trash and garbage
disposal for the Common Facilities and the tenants of the Property; exterior
window washing; repairs, resurfacing, resealing, restriping, sweeping and snow
and ice removal from the Parking Area, sidewalks, and driveways; removal of
graffiti and repair of vandalism; heating, ventilation and air conditioning
units, systems, equipment and facilities ("HVAC") serving the Property
(including the Demised Premises and other premises leased to other tenants of
the Property) including, without limitation, replacement of filters, periodic
inspections and any maintenance contracts (provided that Landlord shall not be
obligated to carry any maintenance contracts); building signs; stairways;
skylights in the Building; utilities for the Common Facilities; fire protection
systems, monitoring and sprinkler systems; exterior painting; maintenance and
repairs to roofs; water and sewage disposal systems and charges; storm drainage
systems and charges; supplies and the cost of any rental of equipment in
implementing such services; wages, salaries, compensation, taxes, medical and
other insurance, pension and retirement plans, and all other benefits and costs
of personnel engaged in the operation, management, maintenance, service or
security of the Property including, without limitation, personnel for the daily
supervision and performance thereof; charges for professional management of the
Property and Common Facilities; all deductibles for Landlord's Insurance; all
alterations, additions, improvements and other capital expenditures for the
Property (a) in order to conform to changes subsequent to the date of this Lease
in any laws, ordinances, rules, regulations or orders of any applicable
governmental authority, (b) which are intended as a cost or labor saving device
or to effect other economies in the operation of the Property, or (c) which are
reasonably determined by Landlord to be necessary or appropriate for the
operation of the Property, subject to amortization of such costs at a market
rate of interest over the useful life thereof, as determined by Landlord's
accountants; costs of investigating, repairing and replacing any Building
systems (including without limitation elevator equipment, security devices,
alarm systems, HVAC, and utility equipment) to ensure that such systems will
accurately process date and/or time data relating to the year 2000 and later,
subject to amortization of such costs at a market rate of interest over the
useful life thereof, as determined by Landlord's accountants; and personal
property taxes, licenses and permits.  The Common Facilities charges shall not
be subject to amortization except as otherwise expressly herein required.
Landlord may cause any


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<PAGE>

or all of such services to be provided by independent contractor(s) and sub-
contractor(s). The cost of personnel may be prorated, in Landlord's sole
discretion, if such personnel provides services for other properties in addition
to the Property. Tenant shall pay to Landlord, monthly in advance, without
notice, on each day that payment of Basic Rent is due, the estimated monthly
charge for the Common Facilities, as determined and redetermined from time to
time by Landlord. The initial monthly charge for Common Facilities is set forth
in the Summary of Basic Lease Terms attached hereto. If the total monthly
charges paid by Tenant are less than the Tenant's Pro Rata Share of the actual
charges for Common Facilities, Tenant shall pay the difference to Landlord
within ten (10) days after demand by Landlord. If Tenant's Pro Rata Share of
such actual charges is less than the total monthly charges paid by Tenant, the
difference shall, at Landlord's option, except as may be otherwise required by
law, either be paid to Tenant or credited against future monthly charges, Basic
Rent, Additional Rent or other amounts payable by Tenant under this Lease. If
Tenant's Pro Rata Share of charges for Common Facilities have increased more
than five percent (5%) during any calendar year and provided that Tenant has
paid the entire amount of the Tenant's Pro Rata Share of the actual charges for
Common Facilities and is not in default of its obligations under this Lease,
then Tenant for a period of sixty (60) days after each calendar year shall be
entitled to examine the books and records of Landlord for the Common Facilities
charges for such calendar year by providing at least fourteen (14) days prior
written notice thereof to Landlord. Such examination shall be conducted only
during the regular business hours of Landlord at the office where Landlord
maintains such books and records. Tenant shall deliver to Landlord copies of all
audits, reports or other results from its examination within fifteen (15) days
after receipt thereof by Tenant. If Tenant has any objection or dispute with
Landlord's calculation of the Common Facilities charges or Tenant's Pro Rata
Share thereof, Tenant shall provide written notice thereof to Landlord within
such sixty day period after each calendar year, indicating in reasonable detail
the particular objections or disputes made by Tenant. If Tenant does not furnish
such written notice of objection or dispute as and when herein provided, Tenant
shall be deemed to have accepted the calculation of the Common Facilities
charges and Tenant's Pro Rata Share thereof, and shall not be thereafter
entitled to dispute or object to the calculation thereof.

     7.3  Tenant's Maintenance Obligation.  Tenant, at its sole cost and
expense, shall maintain, repair, replace and keep the Demised Premises and all
improvements, fixtures and personal property thereon in good, safe and sanitary
condition, order and repair and in accordance with all applicable laws,
ordinances, orders, rules and regulations of governmental authorities having
jurisdiction. Tenant shall perform or contract for and promptly pay, as
Additional Rent, for trash and garbage disposal (to the extent that Tenant's
trash and garbage disposal requirements exceeds the usual requirements of
tenants in the Building, as determined by Landlord), janitorial and cleaning
services, security services, interior painting, interior window washing, repair
and replacement of all damage to all doors (including, without limitation, all
loading dock doors, dock levelers, and related dock systems and areas), repair,
maintenance and replacement of damaged or broken glass, plate glass, windows,
and other breakable materials, replacement of interior light bulbs, light
fixtures and ballasts in or serving the Demised Premises. Tenant shall operate,
maintain, repair and replace the pipes and other equipment and facilities for
water, sewage and other utility services serving the Demised Premises from the
point exclusively serving the Demised Premises, even if outside of the Demised
Premises. All costs of maintenance and repairs by Tenant shall be considered
Additional Rent hereunder. All maintenance and repairs to be performed by Tenant
shall be

                                       9
<PAGE>

done promptly, in a good and workmanlike fashion, and without diminishing the
original quality of the Demised Premises or the Property.

       7.4  Landlord's Maintenance Obligation.  Landlord, at its sole cost and
expense, shall maintain and replace the exterior walls and structural elements
of the Building and the Improvements.  Landlord, at its sole cost and expense,
shall be responsible for the replacement of the roofs of the Building.
Landlord's maintenance obligation under this Section shall be determined in
Landlord's sole and subjective discretion.  For the purposes of this Section,
all work and costs for the roofs of the Building shall be considered to be
maintenance and repairs included in the Common Facilities charges, except for
the replacement of the entire roofing system of the Building by Landlord
hereunder.

VIII.  OTHER COVENANTS OF TENANT.

       8.1  Limitation on Use by Tenant.  Tenant covenants and agrees to use the
Demised Premises only for the use or uses set forth as Permitted Uses by Tenant
in the Summary of Basic Lease Terms and for no other purposes, except with the
prior written consent of Landlord, in its sole and subjective discretion.

       8.2  Compliance with Laws.  Tenant covenants and agrees that nothing
shall be done or kept on the Demised Premises in violation of any law,
ordinance, order, rule or regulation of any governmental authority having
jurisdiction and that the Demised Premises shall be used, kept and maintained in
compliance with any such law, ordinance, order, rule or regulation and with the
certificate of occupancy issued for the Building and the Demised Premises.

       8.3  Compliance with Insurance Requirements.  Tenant covenants and agrees
that nothing shall be done or kept on the Demised Premises which might impair or
increase the cost of insurance maintained with respect to the Demised Premises
or the Property, which might increase the insured risks or which might result in
cancellation of any such insurance.

       8.4  No Waste or Impairment of Value.  Tenant covenants and agrees that
nothing shall be done or kept on the Demised Premises or the Property which
might impair the value of the Demised Premises or the Property, or which would
constitute waste.

       8.5  No Structural or Electrical Overloading.  Tenant covenants and
agrees that nothing shall be done or kept on the Demised Premises or the
Building and that no improvements, changes, alterations, additions, maintenance
or repairs shall be made to the Demised Premises which might impair the
structural soundness of the Building, which might result in an overload of
electrical lines serving the Building or which might interfere with electric or
electronic equipment in the Building or on any adjacent or nearby property.  In
the event of violations hereof, Tenant covenants and agrees to immediately
remedy the violation at Tenant's expense and in compliance with all requirements
of governmental authorities and insurance underwriters.

       8.6  No Nuisance, Noxious or Offensive Activity.  Tenant covenants and
agrees that no noxious or offensive activity shall be carried on upon the
Demised Premises or the Property nor shall anything be done or kept on the
Demised Premises or the Property which may be or


                                      10
<PAGE>

become a public or private nuisance or which may cause embarrassment,
disturbance, or annoyance to others in the Building or on adjacent or nearby
property.

       8.7  No Annoying Lights, Sounds or Odors.  Tenant covenants and agrees
that no light shall be emitted from the Demised Premises which is unreasonably
bright or causes unreasonable glare; no sound shall be emitted from the Demised
Premises which is unreasonably loud or annoying; and no odor shall be emitted
from the Demised Premises which is or might be noxious or offensive to others in
the Building or on adjacent or nearby property.

       8.8  No Unsightliness.  Tenant covenants and agrees that no unsightliness
shall be permitted on the Demised Premises or the Property which is visible from
any adjacent or nearby property.  Without limiting the generality of the
foregoing, all unsightly conditions, equipment, objects and conditions shall be
kept enclosed within the Demised Premises; no refuse, scrap, debris, garbage,
trash, bulk materials or waste shall be kept, stored or allowed to accumulate on
the Demised Premises or the Property except as may be enclosed within the
Demised Premises; all pipes, wires, poles, antennas and other facilities for
utilities or the transmission or reception of audio or visual signals or
electricity shall be kept and maintained underground or enclosed within the
Demised Premises or appropriately screened from view; and no temporary structure
shall be placed or permitted on the Demised Premises or the Property without the
prior written consent of Landlord, in its sole and subjective discretion.

       8.9  No Animals.  Tenant covenants and agrees that no animals shall be
permitted or kept on the Demised Premises or the Property, except as may be
required for any person with a disability.

       8.10  Restriction on Signs and Exterior Lighting.  Tenant covenants and
agrees that no signs or advertising devices of any nature shall be erected or
maintained by Tenant on the Demised Premises or the Property and no exterior
lighting shall be permitted on the Demised Premises or the Property, except as
approved in writing by Landlord, in its sole and subjective discretion.

       8.11  No Violation of Covenants.  Tenant covenants and agrees not to
commit, suffer or permit any violation of any covenant, condition or restriction
affecting the Demised Premises or the Property.

       8.12  Restriction on Changes and Alterations.  Tenant covenants and
agrees not to improve, change, alter, add to, remove or demolish any
improvements on the Demised Premises ("Changes"), without the prior written
consent of Landlord which consent shall not be unreasonably withheld, and unless
Tenant complies with all conditions which may be imposed by Landlord, in its
sole discretion, in connection with such consent; and unless Tenant pays, as
Additional Rent, to Landlord the reasonable costs and expenses of Landlord for
architectural, engineering or other consultants which may be reasonably incurred
by Landlord in determining whether to approve any such Changes.  Landlord's
consent to any Changes and the conditions imposed in connection therewith shall
be subject to all requirements and restrictions of any holder of a mortgage or
deed of trust encumbering the Property.  If such consent is given, no such
Changes shall be permitted unless Tenant shall have procured and paid for all
necessary permits and authorizations from any governmental authorities having
jurisdiction; unless such


                                      11
<PAGE>

Changes will not reduce the value of the Property, and will not affect or impair
existing insurance on the Property; and unless Tenant, at Tenant's sole cost and
expense, shall maintain or cause to be maintained workmen's compensation
insurance covering all persons employed in connection with the work and obtains
liability insurance covering any loss or damage to persons or property arising
in connection with any such Changes and such other insurance or bonds as
Landlord may reasonably require. Tenant covenants and agrees that any such
Changes approved by Landlord shall be completed with due diligence and in a good
and workmanlike fashion and in compliance with all conditions imposed by
Landlord and all applicable permits, authorizations, laws, ordinances, orders,
rules and regulations of governmental authorities having jurisdiction and that
the costs and expenses with respect to such Change shall be paid promptly when
due and that the Changes shall be accomplished free of liens of mechanics and
materialmen. Tenant covenants and agrees that all such Changes shall become the
property of the Landlord at the expiration of this Lease Term or, if Landlord so
requests, Tenant shall, at or prior to expiration of this Lease Term and at its
sole cost and expense, remove such Changes and restore the Demised Premises to
their condition prior to such Changes.

       8.13  No Mechanic's Liens.  Tenant covenants and agrees not to permit or
suffer, and to cause to be removed and released, any mechanic's, materialmen's
or other lien on account of supplies, machinery, tools, equipment, labor or
material furnished or used in connection with the construction, alteration,
improvement, addition to or repair of the Demised Premises by, through or under
Tenant.  At least twenty (20) days prior to any Changes, Tenant shall provide
written notice to Landlord of the date of commencement of any Changes.  Landlord
shall have the right, at any time and from time to time, to post and maintain on
the Demised Premises and Building such notices as Landlord deems necessary to
protect the Demised Premises against such liens.  Tenant shall have the right to
contest, in good faith and with reasonable diligence, the validity of any such
lien or claimed lien, provided that Tenant shall give to Landlord such security
as may be reasonably requested by Landlord to insure the payment of any amounts
claimed, including interest and costs, and to prevent any sale, foreclosure or
forfeiture of any interest in the Property on account of any such lien,
including, without limitation, bonding, escrow or endorsement of the title
insurance policy of Landlord and any holder of a mortgage or deed of trust
encumbering the Property.  If Tenant so contests, then on final determination of
the lien or claim for lien, Tenant shall immediately pay any judgment rendered,
with interest and costs, and shall cause the lien to be released and any
judgment satisfied.

       8.14  No Other Encumbrances.  Tenant covenants and agrees not to obtain
any financing secured by Tenant's interest in the Demised Premises and not to
encumber the Demised Premises or Landlord or Tenant's interest therein, without
the prior written consent of Landlord, in its sole and subjective discretion,
and to keep the Demised Premises free from all liens and encumbrances except
liens and encumbrances existing upon the date of commencement of this Lease Term
or liens and encumbrances created by Landlord.

       8.15  Subordination to Landlord Mortgages.  Tenant covenants and agrees
that this Lease and Tenant's interest in the Demised Premises shall be junior
and subordinate to any first mortgage or first deed of trust now or hereafter
encumbering the Property.  If Tenant notifies Landlord in writing that it desire
any first mortgagee or holder of a first deed of trust to covenant not to
disturb Tenant and this Lease, Landlord shall make such request to such
mortgagee or holder and Tenant shall pay, as Additional Rent, all costs charged
by such mortgagee or holder


                                      12
<PAGE>

for such non-disturbance covenant. In the event of a foreclosure of any such
first mortgage or first deed of trust, Tenant shall attorn to the party
acquiring title to the Property as the result of such foreclosure. No act or
further agreement by Tenant shall be necessary to establish the subordination of
this Lease to any such first mortgage or first deed of trust which is self-
executing but Tenant covenants and agrees, upon request of Landlord, to execute
such documents as may be necessary or appropriate to confirm and establish this
Lease as subordinate to any such first mortgage or first deed of trust in
accordance with the foregoing provisions. Alternatively, Tenant covenants and
agrees that, at the option of any mortgagee or beneficiary under a deed of
trust, Tenant shall execute documents as may be necessary to establish this
Lease and Tenant's interest in the Demised Premises as superior to any such
mortgage or deed of trust. If Tenant fails to execute any documents required to
be executed by Tenant under the provisions hereof, Tenant shall be deemed to
have agreed to and be bound by the covenants, terms and conditions provided in
such documents. If the holder of any first mortgage or first deed of trust, or
purchaser at foreclosure thereof, succeeds to the interest of Landlord in the
Land or the Building, such person shall not be (i) liable for any act or
omission of Landlord under this Lease; (ii) liable for the performance of
Landlord's covenants hereunder which arise prior to such person succeeding to
the interest of Landlord hereunder; (iii) bound by the payment of any rent which
Tenant may have paid more than one month in advance; (iv) liable for any
security deposit which was not delivered to such person; or (v) bound by any
modifications to this Lease to which such holder has not consented in writing.

       8.16  No Assignment or Subletting.

       (a)   Tenant covenants and agrees not to make or permit a Transfer by
Tenant, as hereinafter defined, without Landlord's prior written consent, which
consent shall not be unreasonably withheld.  A "Transfer" by Tenant shall
include an assignment of this Lease, a sublease of all or any part of Tenant's
interest under this Lease or in the Demised Premises, by operation of law or
otherwise, or the use or occupancy of all or any part of the Demised Premises by
anyone other than Tenant.  Any such Transfer by Tenant without Landlord's
written consent shall be void and shall constitute a default under this Lease.

In the event Landlord consents to any Transfer by Tenant, Tenant shall not be
relieved of its obligations under this Lease and Tenant shall remain liable,
jointly and severally and as a principal, and not as a guarantor or surety,
under this Lease, to the same extent as though no Transfer by Tenant had been
made, unless specifically provided to the contrary in Landlord's prior written
consent.  The acceptance of rent by Landlord from any person other than Tenant
shall not be deemed to be a waiver by Landlord of the provisions of this Section
or of any other provision of this Lease and any consent by Landlord to a
Transfer by Tenant shall not be deemed a consent to any subsequent Transfer by
Tenant.

       (b)   If Tenant requests Landlord's consent to a Transfer, Tenant shall
submit to Landlord in writing the name of the proposed transferee, the effective
date of the Transfer, the terms of the proposed Transfer, a copy of the proposed
form of sublease or assignment, and such information as to the business,
reputation, responsibility, and financial capacity of the transferee as Landlord
shall reasonably require to evaluate the request.  It shall be reasonable for
the Landlord to withhold its consent to any Transfer where: (i) in the case of a
sublease, the subtenant has not acknowledged that the provisions of this Lease
control over any inconsistent provision in the sublease; or (ii) the proposed
transferee does not have the ability to perform its


                                      13
<PAGE>

obligations under the assignment or sublease; or (iii) the intended use by the
transferee would damage the goodwill or reputation of the Building; or (iv) the
intended use is not compatible with other uses of the Building or is not
permitted by applicable law or covenant. The foregoing criteria are not
exhaustive, and Landlord may withhold consent to a Transfer on any other
reasonable grounds. Tenant shall reimburse Landlord for all of Landlord's costs
incurred in connection with any request for consent to a Transfer, including
without limitation a reasonable sum for attorneys' fees.

       (c)   Notwithstanding the foregoing, Landlord shall, at Landlord's
option, have the right in lieu of consenting to a Transfer by Tenant, to
terminate this Lease as to the portion of the Demised Premises as is subject to
the proposed Transfer by Tenant and to enter into a new lease with the proposed
transferee and receive directly from the proposed transferee the consideration
agreed to be given by such transferee to Tenant for the Transfer by Tenant.
Alternatively, at the request of Landlord, Tenant shall pay over to Landlord, as
Additional Rent, all sums received by Tenant in excess of the rent payable by
Tenant hereunder which is attributable on an equally allocable square foot
basis, to any subletting of all or any portion of the Demised Premises so
subleased, and all consideration received on account of or attributable to any
assignment of this Lease.

       (d)   In the event Landlord consents to a Transfer by Tenant, then any
option to renew this Lease, right to extend this Lease Term, or option or right
of refusal to expand the Demised Premises shall automatically terminate.

       (e)   Tenant covenants and agrees to pay, as Additional Rent to Landlord
the amount of $250.00 as an administrative charge to compensate Landlord for
processing such request and any other reasonable costs and expenses incurred by
Landlord in connection with such request (including, without limitation,
reasonable attorneys' fees), whether or not the consent of Landlord is given to
the Transfer requested by Tenant.  Tenant shall pay such $250.00 administrative
charge and an estimated amount of the other costs and expenses, as determined by
Landlord, which shall be due and payable to Landlord, at the time that Tenant
submits such request for consent to the Transfer to Landlord; provided, however,
that upon request from Tenant, Landlord shall provide Tenant with the estimated
amount of such other costs and expenses.  When the actual amount of such costs
and expenses are known by Landlord, then if such estimated amount paid by Tenant
is greater than the actual amount of such costs and expenses, Landlord shall
refund any such excess to Tenant, and if the actual amount of such costs and
expenses are greater than such estimated amount paid by Tenant, Tenant shall pay
to Landlord, within ten (10) days after demand by Landlord, any such additional
actual costs and expenses.  The payment of such administrative charge and other
costs and expenses by Tenant shall be a condition precedent to the effectiveness
of any consent by Landlord to such Transfer.

       (f)   Notwithstanding anything to the contrary, Tenant shall not be
entitled to make a Transfer to an existing tenant of the Building, or any
subtenant or assignee thereof, or any person or entity with whom Landlord or its
agent had contacted, negotiated with or given or received any written or oral
proposal regarding a lease of space in the Building within the six (6) month
period preceding Tenant's request for such Transfer.  Tenant shall not publicly
advertise the rate or other terms upon which Tenant is willing to Transfer the
Demised Premises, and all other public advertisements of a Transfer shall be
subject to the prior written approval of Landlord,


                                      14
<PAGE>

which approval shall not be unreasonably withheld. Public advertisement shall
include, without limitation, the placement or displays of any signs or lettering
on or above the Demised Premises. If at the time there is any vacant or
unoccupied space in the Building, Tenant shall not be entitled to transfer or
offer to transfer the Demised Premises at a rental rate less than the prevailing
fair market rental than offered by Landlord, in its sole and subjective
discretion, for such other space.

       (g)   For the purposes of this Lease, the term "Transfer" shall also
include:  the transfer or change, whether voluntary, involuntary or by operation
of law, of twenty-five percent (25%) or more of the control or ownership,
whether legal or beneficial, in Tenant within a twelve (12) month period; the
dissolution, merger, consolidation or other reorganization of Tenant; or the
withdrawal, resignation or termination of the majority of any general partners,
managers or board of directors of Tenant.

       (h)   As a condition to Landlord's consent to a Transfer by Tenant, any
assignee shall expressly assume all the obligations of Tenant under this Lease
in a written instrument reasonably satisfactory to Landlord and furnished to
Landlord not later than fifteen (15) days prior to the effective date of such
assignment, and any subtenant shall covenant to Landlord to comply with all
obligations of Tenant under this Lease as applied to the portion of the Demised
Premises so sublet and to attorn to Landlord, at Landlord's written election, in
the event of any termination of this Lease prior to the expiration date of the
Lease Term, all of which shall be in a written instrument satisfactory to
Landlord and furnished to Landlord not later than fifteen (15) days prior to the
effective date of such sublease.

       8.17  Annual Financial Statements.  Tenant covenants and agrees to
furnish to Landlord, within fifteen (15) days after written request thereof from
Landlord, copies of financial statements of Tenant audited, if requested by
Landlord, by a certified public accountant, and agrees that Landlord may deliver
any such financial statements to any existing or prospective mortgagee or
purchaser of the Property.

The financial statements shall include a balance sheet as of the end of, and a
statement of profit and loss for, the preceding fiscal year of Tenant and, if
regularly prepared by Tenant, a statement of sources and use of funds for the
preceding fiscal year of Tenant.

       8.18  Payment of Income and Other Taxes.  Tenant covenants and agrees to
pay, as Additional Rent, promptly when due all personal property taxes on
personal property of Tenant on the Demised Premises and all federal, state and
local income taxes, sales taxes, use taxes, Social Security taxes, unemployment
taxes and taxes withheld from wages or salaries paid to Tenant's employees, the
nonpayment of which might give rise to a lien on the Demised Premises or
Tenant's interest therein, and to furnish, if requested by Landlord, evidence of
such payments.

       8.19  Estoppel Certificates.  Tenant covenants and agrees to execute,
acknowledge and deliver to Landlord, upon Landlord's written request, a written
statement certifying that this Lease is unmodified (or, if modified, stating the
modifications) and in full force and effect; stating the dates to which Basic
Rent has been paid; stating the amount of the Security Deposit held by Landlord;
stating the amount of the Monthly Deposits held by Landlord for the then tax and
insurance year; and stating whether or not Landlord or Tenant are in default
under this Lease (and, if so, specifying the nature of the default); and stating
such other matters concerning this Lease as Landlord may reasonably request.
Tenant agrees that such statement may be delivered


                                      15
<PAGE>

to and relied upon by any existing or prospective mortgagee or purchaser of the
Property. Tenant agrees that a failure to deliver such a statement within ten
(10) days after written request from Landlord shall be conclusive upon Tenant
that this Lease is in full force and effect without modification except as may
be represented by Landlord; that there are no uncured defaults by Landlord or
Tenant under this Lease except as may be represented by Landlord; and that any
representation by Landlord with respect to Basic Rent, the Security Deposit, the
Monthly Deposits and any other permitted matter are true.

       8.20  Landlord Right to Inspect and Show Premises and to Install "For
Sale" Signs.  Tenant covenants and agrees that Landlord and the authorized
representatives of Landlord shall have the right to enter the Demised Premises
at any reasonable time during ordinary business hours (or at any time in the
event of an emergency) for the purposes of inspecting, repairing or maintaining
the same or performing any obligations of Tenant which Tenant has failed to
perform hereunder or for the purposes of showing the Demised Premises to any
existing or prospective mortgagee, purchaser or lessee of the Property or the
Demised Premises.  Tenant covenants and agrees that Landlord may at any time and
from time to time place on the Property or the Demised Premises a sign
advertising the Property or the Demised Premises for sale or for lease.

       8.21  Landlord Title to Fixtures, Improvements and Equipment.  Tenant
covenants and agrees that all fixtures and improvements on the Demised Premises
and all equipment and personal property relating to the use and operation of the
Demised Premises (as distinguished from operations incident to the business of
Tenant), including all plumbing, heating, lighting, electrical and air
conditioning fixtures and equipment, whether or not attached to or affixed to
the Demised Premises, and whether now or hereafter located upon the Demised
Premises, shall be and remain the property of the Landlord upon expiration of
this Lease Term.

       8.22  Removal of Tenant's Equipment.  Tenant covenants and agrees to
remove, at or prior to the expiration of this Lease Term, all of Tenant's
Equipment, as hereinafter defined.  "Tenant's Equipment" shall mean all
equipment, apparatus, machinery, signs, furniture, furnishings and personal
property used in the operation of the business of Tenant (as distinguished from
the use and operation of the Demised Premises).  If such removal shall injure or
damage the Demised Premises Tenant covenants and agrees, at its sole cost and
expense, at or prior to the expiration of this Lease Term, to repair such injury
and damage in good and workmanlike fashion and to place the Demised Premises in
the same condition as the Demised Premises would have been if such Tenant's
Equipment had not been installed.  If Tenant fails to remove any of Tenant's
Equipment by the expiration of this Lease Term, Landlord may, at its option,
keep and retain any such Tenant's Equipment or dispose of the same and retain
any proceeds therefrom, and Landlord shall be entitled to recover from Tenant
any costs or expenses of Landlord in removing the same and in restoring the
Demised Premises in excess of the actual proceeds, if any, received by Landlord
from disposition thereof.  Tenant releases and discharges Landlord from any and
all claims and liabilities of any kind arising out of Landlord's disposition of
Tenant's Equipment.

       8.23  Tenant Indemnification of Landlord.  Except for Landlord's
negligence, Tenant covenants and agrees to protect, indemnify and save Landlord
harmless from and against all liability, obligations, claims, damages,
penalties, causes of action, costs and expenses, including


                                      16
<PAGE>

attorneys' fees, imposed upon, incurred by or asserted against Landlord by
reason of (a) any accident, injury to or death of any person or loss of or
damage to any property occurring on or about the Demised Premises; (b) any act
or omission of Tenant or Tenant's officers, employees, agents, guests or
invitees or of anyone claiming by, through or under Tenant; (c) any use which
may be made of, or condition existing upon, the Demised Premises; (d) any
improvements, fixtures or equipment upon the Demised Premises; (e) any failure
on the part of Tenant to perform or comply with any of the provisions, covenants
or agreements of Tenant contained in this Lease; (f) any violation of any law,
ordinance, order, rule or regulation of governmental authorities having
jurisdiction by Tenant or Tenant's officers, employees, agents, guests or
invitees or by anyone claiming by, through or under Tenant; and (g) any repairs,
maintenance or Changes to the Demised Premises by, through or under Tenant.
Tenant further covenants and agrees that, in case any action, suit or proceeding
is brought against Landlord by reason of any of the foregoing, Tenant shall, at
Tenant's sole cost and expense, defend Landlord in any such action, suit or
proceeding.

       8.24  Liability of Landlord.  Landlord shall be liable to Tenant for
Landlord's negligence and willful misconduct.  Tenant waives and releases any
claims Tenant may have against Landlord or Landlord's officers, agents or
employees for loss, damage or injury to person or property sustained by Tenant
or Tenant's officers, agents, employees, guests, invitees or anyone claiming by,
through or under Tenant resulting from any cause whatsoever other than gross
negligence or willful misconduct.  Notwithstanding anything to the contrary
contained in this Lease, Landlord, its beneficiaries, successors and assigns,
shall not be personally liable with respect to any of the terms, covenants and
conditions of this Lease, and Tenant shall look solely to the equity of Landlord
in the Property in the event of any default or liability of Landlord under this
Lease, such exculpation of liability to be absolute and without any exception
whatsoever.

       8.25  Release upon Transfer by Landlord.  In the event of a transfer by
Landlord of the Property or of Landlord's interest as Landlord under this Lease,
Landlord's successor or assign shall take subject to and be bound by this Lease
and, in such event, Tenant covenants and agrees that Landlord shall be released
from all obligations of Landlord under this Lease, except obligations which
arose and matured prior to such transfer by Landlord; that Tenant shall
thereafter look solely to Landlord's successor or assign for satisfaction of the
obligations of Landlord under this Lease; and that, upon demand by Landlord or
Landlord's successor or assign, Tenant shall attorn to such successor or assign.

       8.26  Rules and Regulations.  Tenant shall observe and comply with rules
and regulations attached hereto as Exhibit C, which may be amended from time to
time by Landlord by providing written notice thereof to Tenant.  Landlord shall
not be responsible to Tenant for the failure of any other tenant of the Building
to observe or comply with any of the rules or regulations.

       8.27  Tenant's Representations, Warranties and Covenants Concerning Use
of Hazardous Substances.

       (a)   Tenant shall, at its sole cost and expense, keep and maintain the
Property in good condition, ordinary wear and tear and damage by fire or other
casualty excepted and promptly


                                      17
<PAGE>

respond to and cleanup any release or threatened release of any Hazardous
Substance (as hereinafter defined) into the drainage systems, soil, surface
water, groundwater, or atmosphere, in a safe manner, in strict accordance with
Applicable Law (as hereinafter defined), and as authorized or approved by all
federal, state, and/or local agencies having authority to regulate the
permitting, handling, and cleanup of Hazardous Substances; provided, however,
Tenant's obligations under this sentence shall not include any Hazardous
Substances which Tenant proves existed on the Property on the commencement of
this Lease Term unless caused by any act or omission of Tenant, or its employees
or agents. Tenant, its employees and agents, shall not use, store, generate,
treat, transport, or dispose of any Hazardous Substance at the Property without
first obtaining Landlord's written approval, which consent shall be in
Landlord's sole and subjective discretion. Tenant shall notify Landlord and seek
such approval in writing at least thirty (30) days prior to bringing any
Hazardous Substance onto the Property. Landlord may withdraw approval of any
such Hazardous Substance at any time, for reasonable cause related to the threat
of site contamination, or damage or injury to persons, property or resources on
or near the Property. Upon withdrawal of such approval, Tenant shall immediately
remove the Hazardous Substance from the site. Landlord's failure to approve the
use of a Hazardous Substance under this Section shall not limit or affect
Tenant's obligations under this Lease, including Tenant's duty to remedy or
remove releases or threatened releases; to comply with Applicable Law relating
to the use, storage, generation, treatment, transportation, and/or disposal of
any such Hazardous Substances; or to indemnify Landlord against any harm or
damage caused thereby.

       (b)   For any month in which any Hazardous Substances have been used,
generated, treated, stored, transported or otherwise been present on or in the
Property pursuant to the provisions of this Section, Tenant shall provide
Landlord with a written report listing the Hazardous Substances which were
present on the Property; all releases of Hazardous Substances that occurred or
were discovered on the Demised Premises; all compliance activities related to
such Hazardous Substances, including all contacts with government agencies or
private parties of any kind concerning Hazardous Substances; and all manifests,
business plans, consent agreements or other documents relating to Hazardous
Substances executed or requested during that time period.  The report shall
include copies of all documents and correspondence related to such activities
and written reports of all oral contacts relating thereto.  Tenant shall permit
Landlord and Landlord's agents to enter into and upon the Demised Premises,
without notice, at all reasonable times (or at any time in the event of an
emergency) for the purpose of inspecting the Demised Premises and all activities
thereon, including activities involving Hazardous Substances, or for purposes of
maintaining any buildings on the Demised Premises.  Such right of entry and
inspection shall not constitute managerial or operational control by Landlord
over any activities or operations conducted on the Property by Tenant.

       (c)   Tenant hereby indemnifies, defends and holds harmless Landlord from
and against any suits, actions, legal or administrative proceedings, demands,
claims, liabilities, fines, penalties, losses, injuries, damages, expenses or
costs, including interest and attorneys' fees, incurred by, claimed or assessed
against Landlord (i) under any laws, rules, regulations including, without
limitation, Applicable Laws, (ii) in any way connected with any injury to any
person or damage to any property, or (iii) any loss to Landlord occasioned in
any way by Hazardous Substances on the Property; provided however, Tenant's
obligations under this sentence shall not include any Hazardous Substances which
Tenant proves existed on the


                                      18
<PAGE>

Property on the commencement of this Lease Term unless caused by any act or
omission of Tenant, or its employees or agents. This indemnity specifically
includes the direct obligation of Tenant to perform any remedial or other
activities required, ordered, recommended or requested by any agency, government
official or third party, or otherwise necessary to avoid or minimize injury or
liability to any person, or to prevent the spread of pollution, however it came
to be located thereon (hereinafter, the "Remedial Work"). Tenant shall perform
all Remedial Work in its own name in accordance with Applicable Laws. Without
waiving its rights hereunder, Landlord may, at its option, perform the Remedial
Work and thereafter seek reimbursement for the costs thereof. Tenant shall
permit Landlord access to the Property to perform any Remedial Work. Whenever
Landlord has incurred costs described in this Section, Tenant shall, within ten
(10) days of receipt of notice thereof, reimburse Landlord for all such expenses
together with interest from the date of expenditure at the rate provided in
Section 12.9 hereof.

       (d)   Without limiting its obligations under any other Section of this
Lease, Tenant shall be solely and completely responsible for responding to and
complying with any administrative notice, order, request or demand, or any third
party claim or demand relating to potential or actual contamination on the
Property and resulting from the acts of Tenant, its employees and agents.  The
responsibility conferred under this Section includes but is not limited to
responding to such orders on behalf of Landlord and defending against any
assertion of Landlord's financial responsibility or individual duty to perform
under such orders.  Tenant assumes all liabilities or responsibilities which are
assessed against Landlord in any action described under this Section.  Tenant
hereby waives, releases and discharges forever Landlord from all present and
future claims, demands, suits, legal and administrative proceedings and from all
liability for damages, losses, costs, liabilities, fees and expenses, present
and future, arising out of or in any way connected with Landlord's use,
maintenance, ownership or operation of the Property, any condition of
environmental contamination of the Property, or the existence of Hazardous
Substances in any state on the Property, however they came to be placed there.

       (e)   "Hazardous Substance(s)" shall mean any hazardous substance,
pollutant, contaminant, waste, by-product or constituent regulated under any of
the Applicable Laws (as hereinafter defined); oil and petroleum products,
natural gas, natural gas liquids, liquified natural gas, and synthetic gas
usable for fuel; pesticides regulated under any of the Applicable Laws; asbestos
and asbestos containing materials, PCBs and other substances regulated under any
of the Applicable Laws; raw materials, building components and the product of
any manufacturing or other activities on the Property; source material, special
nuclear material, by-product material and any other radioactive materials or
radioactive wastes, however produced, regulated under the Atomic Energy Act or
the Nuclear Waste Policy Act; chemicals subject to the OSHA Hazard
Communications Standard, 29 C.F.R. (S) 19.10.1200 et seq.; industrial process
and pollution control wastes, whether or not defined as hazardous within the
meaning of any Applicable Law; and any substance which at any time shall be
listed as "hazardous" or "toxic" or regulated under any of the Applicable Laws.

       (f)   "Applicable Law(s)" shall include, but shall not be limited to, all
federal, state, and local statutes, ordinances, regulations and rules regulating
to environmental quality, health, safety, contamination and cleanup including,
without limitation, the Clean Air Act, as amended, 42 U.S.C. (S) 7401 et seq.,
the Federal Water Pollution Control Act, as amended, 33 U.S.C. (S) 1251 et seq.;
the Water Quality Act of 1987, as amended; the Federal Insecticide, Fungicide
and


                                      19
<PAGE>

Rodenticide Act, as amended, 7 U.S.C. (S) 136 et seq.; the Marine Protection,
Research and Sanctuaries Act, as amended, 33 U.S.C. (S) 1401 et seq.; the
National Environmental Policy Act, as amended, 42 U.S.C. (S) 4321 et seq.; the
Noise Control Act, as amended, 42 U.S.C. (S) 4901 et seq.; the Occupational
Safety and Health Act, as amended, 29 U.S.C. (S) 651 et seq.; the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. (S) 609 et seq.; the Safe
Drinking Water Act, as amended, 42 U.S.C. (S) 300(f) et seq.; the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
(S) 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. (S)
2601 et seq.; the Atomic Energy Act, as amended, 42 U.S.C. (S)2011 et seq.; the
Nuclear Waste Policy Act of 1982, as amended, 42 U.S.C. (S)10101 et seq.; and
state superlien and environmental cleanup statutes, with implementing
regulations and guidelines. Applicable Laws shall also include all federal,
state, regional, county, municipal, agency, judicial and other local laws,
statutes, ordinances, regulations, rules and rulings, whether currently in
existence or hereinafter enacted or promulgated, that govern or relate to: (i)
the existence, cleanup and/or remedy of contamination of property; (ii) the
protection of the environment from spilled, deposited or otherwise emplaced
contamination; (iii) the control of Hazardous Substances; or (iv) the use,
generation, discharge, transportation, treatment, removal or recovery of
Hazardous Substances.

IX.  DAMAGE OR DESTRUCTION.

     9.1  Tenant's Notice of Damage.  If any portion of the Demised Premises
shall be damaged or destroyed by fire or other casualty, Tenant shall give
prompt written notice thereof to Landlord ("Tenant's Notice of Damage").

     9.2  Options to Terminate if Damage Substantial.  Upon receipt of Tenant's
Notice of Damage, Landlord shall promptly proceed to determine the nature and
extent of the damage or destruction and to estimate the time necessary to repair
or restore the Demised Premises.

As soon as reasonably possible, Landlord shall give written notice to Tenant
stating Landlord's estimate of the time necessary to repair or restore the
Demised Premises ("Landlord's Notice of Repair Time").  If Landlord reasonably
estimates that repair or restoration of the Demised Premises cannot be completed
within one hundred eighty (180) days from the time of Tenant's Notice of Damage,
Landlord and Tenant shall each have the option to terminate this Lease.  If,
however, the damage or destruction was caused by the act or omission of Tenant
or Tenant's officers, employees, agents, guests or invitees or of anyone
claiming by, through or under Tenant, Landlord shall have the option to
terminate this Lease if Landlord reasonably estimates that the repair or
restoration cannot reasonably be completed within one hundred eighty (180) days
from the time of Tenant's Notice of Damage, but Tenant shall not have the option
to terminate this Lease.  Any option granted hereunder shall be exercised by
written notice to the other party given within ten (10) days after Landlord's
Notice of Repair Time.  If either Landlord or Tenant exercises its option to
terminate this Lease, this Lease Term shall expire ten (10) days after the
notice by either Landlord or Tenant exercising such party's option to terminate
this Lease.  Following termination of this Lease under the provisions hereof,
Landlord shall refund to Tenant such amounts of Basic Rent and Additional Rent
theretofore paid by Tenant as may be applicable to the period subsequent to the
time of Tenant's Notice of Damage less the reasonable value of any use or
occupation of the Demised Premises by Tenant subsequent to the time of Tenant's
Notice of Damage.


                                      20
<PAGE>

       9.3  Option to Terminate if Damage to Building.  If the Building shall be
damaged or destroyed by fire or other casualty (though the Demised Premises may
not be affected or if affected, can be repaired within one hundred eighty (180)
days) to the extent of 33-1/3% or more of the replacement value of the Building,
and within such twenty (20) days after the happening of such damage Landlord
shall decide not to reconstruct or rebuild the Building, then upon written
notice to Tenant within such twenty (20) days, this Lease shall terminate and
Landlord shall refund to Tenant such amounts of Basic Rent and Additional Rent
paid by Tenant for the period after such damage less the reasonable value of any
use or occupation of the Demised Premises by Tenant during such period.

       9.4  Obligations to Repair and Restore.  If repair and restoration of the
Demised Premises can be completed within the period specified in Sections 9.2,
in Landlord's reasonable estimation, or if neither Landlord nor Tenant terminate
this Lease as provided in Sections 9.2 or 9.3, then this Lease shall continue in
full force and effect and Landlord shall proceed forthwith to cause the Demised
Premises to be repaired and restored with reasonable diligence and there shall
be abatement of Basic Rent and Additional Rent proportionate to the extent of
the space and period of time that Tenant is unable to use and enjoy the Demised
Premises.

       9.5  Application of Insurance Proceeds.  The proceeds of any Casualty
Insurance maintained on the Demised Premises, other than casualty insurance
maintained by Tenant on fixtures and personal property of Tenant, shall be paid
to and become the property of Landlord, subject to any obligation of Landlord to
cause the Demised Premises to be repaired and restored and further subject to
any rights of a holder of a mortgage or deed of trust encumbering the Property
to such proceeds.  Landlord's obligation to repair and restore the Demised
Premises provided in this Section 9 is limited to the repair and restoration
that can be accomplished with the proceeds of any Casualty Insurance maintained
on the Demised Premises.

The amount of any such insurance proceeds is subject to any right of a holder of
a mortgage or deed of trust encumbering the Property to apply such proceeds to
its secured debt.


X.     CONDEMNATION.

       10.1  Taking - Substantial Taking - Insubstantial Taking.  A "Taking"
shall mean the taking of all or any portion of the Demised Premises or the
Building as a result of the exercise of the power of eminent domain or
condemnation for public or quasi-public use or the sale of all or part of the
Demised Premises or the Building under the threat of condemnation.  A
"Substantial Taking" shall mean a Taking of twenty-five percent (25%) or more of
the area (in square feet) of either the Demised Premises or the Building.  An
"Insubstantial Taking" shall mean a Taking which does not constitute a
Substantial Taking.

       10.2  Termination on Substantial Taking.  If there is a Substantial
Taking with respect to the Demised Premises or the Building, this Lease Term
shall expire on the date of vesting of title pursuant to such Taking.  In the
event of termination of this Lease under the provisions hereof, Landlord shall
refund to Tenant such amounts of Basic Rent and Additional Rent theretofore paid
by Tenant as may be applicable to the period subsequent to the time of
termination of this Lease.


                                      21
<PAGE>

       10.3  Restoration on Insubstantial Taking.  In the event of an
Insubstantial Taking with respect to the Demised Premises or the Building, this
Lease shall continue in full force and effect, Landlord shall proceed forthwith
to cause the Demised Premises, less such Taking, to be restored as near as may
be to the original condition thereof and there shall be abatement of Basic Rent
and Additional Rent proportionate to the extent of the space so taken.

       10.4  Right to Award.  The total award, compensation, damages or
consideration received or receivable as a result of a Taking ("Award") shall be
paid to and be the property of Landlord, including, without limitation, any part
of the Award made as compensation for diminution of the value of this Leasehold
or the fee of the Demised Premises.  Tenant hereby assigns to Landlord, all of
Tenant's right, title and interest in and to any such Award.  Tenant covenants
and agrees to execute, immediately upon demand by Landlord, such documents as
may be necessary to facilitate collection by Landlord of any such Award.
Notwithstanding Landlord's right to the entire Award, Tenant shall be entitled
to any separate award, if any, for the loss of Tenant's personal property or the
loss of Tenant's business and profits.

XI.    DEFAULTS BY TENANT.

       11.1  Defaults Generally.  In the event that any of the following events
shall occur, Tenant shall be deemed to be in default of Tenant's obligations
under this Lease (each of the following shall be referred to as a "Default by
Tenant"):

       11.2  Failure to Pay Rent or Other Amounts.  A Default by Tenant shall
exist if Tenant fails to pay Basic Rent, Additional Rent, Monthly Deposits, or
any other amounts payable by Tenant within ten (10) days after such rental or
other amount is due under the terms of this Lease.

       11.3  Violation of Lease Terms.  A Default by Tenant shall exist if
Tenant breaches or fails to comply with any non-monetary agreement, term,
covenant or condition in this Lease applicable to Tenant, and Tenant does not
cure such breach or failure within twenty (20) days after notice thereof by
Landlord to Tenant, or, if such breach or failure to comply cannot be reasonably
cured within such 20-day period, if Tenant shall not in good faith commence to
cure such breach or failure to comply within such 20-day period or shall not
diligently proceed therewith to completion within sixty (60) days following the
occurrence of the breach or failure.  Landlord shall not be required to give
written notice of a non-monetary default more than two (2) times in any twelve
month period during this Lease Term, and thereafter Tenant's failure to perform
any non-monetary agreement, term, covenant, or condition as and when required to
be performed by Tenant under the terms of this Lease shall be a Default without
notice or demand.

       11.4  Nonoccupancy of Demised Premises.  A Default by Tenant shall exist
if Tenant shall fail to occupy and use the Demised Premises within fifteen (15)
days after commencement of this Lease Term or shall leave the Demised Premises
unoccupied for fifteen (15) consecutive days or shall vacate and abandon the
Demised Premises.

       11.5  Transfer of Interest Without Consent.  A Default by Tenant shall
exist if Tenant's interest under this Lease or in the Demised Premises shall be
transferred to or pass to or devolve upon any other party without Landlord's
prior written consent.


                                      22
<PAGE>

       11.6  Execution and Attachment against Tenant.  A Default by Tenant shall
exist if Tenant's interest under this Lease or in the Demised Premises shall be
taken upon execution or by other process of law directed against Tenant, or
shall be subject to any attachment at the instance of any creditor or claimant
against Tenant and said attachment shall not be discharged or disposed of within
fifteen (15) days after the levy thereof.

       11.7  Bankruptcy or Related Proceedings.  A Default by Tenant shall exist
if Tenant shall file a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any similar act of any state, or shall voluntarily take advantage of any
such law or act by answer or otherwise, or shall be dissolved or shall make an
assignment for the benefit of creditors or if involuntary proceedings under any
such bankruptcy or insolvency law or for the dissolution of Tenant shall be
instituted against Tenant or a receiver or trustee shall be appointed for the
Demised Premises or for all or substantially all of the property of Tenant, and
such proceedings shall not be dismissed or such receivership or trustee-ship
vacated within sixty (60) days after such institution or appointment.

XII.   LANDLORD'S REMEDIES.

       12.1  Remedies Generally.  Upon the occurrence of any Default by Tenant,
Landlord shall have the right, at Landlord's election, then or any time
thereafter, to exercise any one or more of the following remedies.

       12.2  Cure by Landlord.  In the event of a Default by Tenant, Landlord
may, at Landlord's option, but without obligation to do so, and without
releasing Tenant from any obligations under this Lease, make any payment or take
any action as Landlord may deem necessary or desirable to cure any such Default
by Tenant in such manner and to such extent as Landlord may deem necessary or
desirable.  Landlord may do so without demand on, or written notice to, Tenant
and without giving Tenant an opportunity to cure such Default by Tenant.  Tenant
covenants and agrees to pay to Landlord, within ten (10) days after demand, all
advances, costs and expenses of Landlord in connection with the making of any
such payment or the taking of any such action including, without limitation, (a)
a charge in the amount of fifteen percent (15%) of such advances, costs and
expenses payable to Landlord to compensate for the administrative overhead
attributable to such action, (b) reasonable attorney's fees, and (c) interest as
hereinafter provided from the day of payment of any such advances, costs and
expenses by Landlord.  Action taken by Landlord may include commencing,
appearing in, defending or otherwise participating in any action or proceeding
and paying, purchasing, contesting or compromising any claim, right,
encumbrance, charge or lien, with respect to the Demised Premises which
Landlord, in its discretion, may deem necessary or desirable to protect its
interest in the Demised Premises and under this Lease.

       12.3  Termination of Lease and Damages.  In the event of a Default by
Tenant, Landlord may terminate this Lease, effective at such time as may be
specified by written notice to Tenant, and demand (and, if such demand is
refused, recover) possession of the Demised Premises from Tenant.  Tenant shall
remain liable to Landlord for damages in an amount equal to the Basic Rent,
Additional Rent and other sums which would have been owing by Tenant hereunder
for the balance of the term, had this Lease not been terminated, less the net
proceeds,


                                      23
<PAGE>

if any, of any reletting of the Demised Premises by Landlord subsequent to such
termination, after deducting all Landlord's expenses in connection with such
recovery of possession or reletting. Landlord shall be entitled to collect and
receive such damages from Tenant on the days on which the Basic Rent, Additional
Rent and other amounts would have been payable if this Lease had not been
terminated. Alternatively, at the option of Landlord, Landlord shall be entitled
to recover forthwith from Tenant, as damages for loss of the bargain and not as
a penalty, an aggregate sum which, at the time of such termination of this
Lease, represents the excess, if any, of (a) the aggregate of the Basic Rent,
Additional Rent and all other sums payable by Tenant hereunder that would have
accrued for the balance of this Lease Term, over (b) the aggregate rental value
of the Demised Premises for the balance of this Lease Term, both discounted to
present worth at the rate of 8% per annum.

       12.4  Repossession and Reletting.  In the event of Default by Tenant,
Landlord may reenter and take possession of the Demised Premises or any part
thereof, without demand or notice, and repossess the same and expel Tenant and
any party claiming by, under or through Tenant, and remove the effects of both
using such force for such purposes as may be necessary, without being liable for
prosecution on account thereof or being deemed guilty of any manner of trespass,
and without prejudice to any remedies for arrears of rent or right to bring any
proceeding for breach of covenants or conditions.  No such reentry or taking
possession of the Demised Premises by Landlord shall be construed as an election
by Landlord to terminate this Lease unless a written notice of such intention is
given to Tenant.  No notice from Landlord hereunder or under a forcible entry
and detainer statute or similar law shall constitute an election by Landlord to
terminate this Lease unless such notice specifically so states.  Landlord
reserves the right, following any reentry or reletting, to exercise its right to
terminate this Lease by giving Tenant such written notice, in which event this
Lease shall terminate as specified in said notice.  After recovering possession
of the Demised Premises, Landlord may, from time to time, but shall not be
obligated to, relet the Demised Premises, or any part thereof, for the account
of Tenant, for such term or terms and on such conditions and upon such other
terms as Landlord, in its sole and subjective discretion, may determine.
Landlord may make such repairs, alterations or improvements as Landlord may
consider appropriate to accomplish such reletting, and Tenant shall reimburse
Landlord upon demand for all costs and expenses, including attorneys' fees,
which Landlord may incur in connection with such reletting.  Landlord may
collect and receive the rents for such reletting but Landlord shall in no way be
responsible or liable for any failure to relet the Demised Premises, or any part
thereof, or for any failure to collect any rent due upon such reletting.
Notwithstanding Landlord's recovery of possession of the Demised Premises,
Tenant shall continue to pay on the dates herein specified, the Basic Rent,
Additional Rent and other amounts which would be payable hereunder if such
repossession had not occurred.  Upon the expiration or earlier termination of
this Lease, Landlord shall refund to Tenant any amount, without interest, by
which the amounts paid by Tenant, when added to the net amount, if any,
recovered by Landlord through any reletting of the Demised Premises, exceeds the
amounts payable by Tenant under this Lease.  If, in connection with any
reletting, the new lease term extends beyond the existing term, or the premises
covered thereby include other premises not part of the Demised Premises, a fair
apportionment of the rent received from such reletting and the expenses incurred
in connection therewith shall be made in determining the net amount recovered
from such reletting.

       12.5  Intentionally Deleted.


                                      24
<PAGE>

       12.6   Suits by Landlord.  Actions or suits for the recovery of amounts
and damages payable under this Lease may be brought by Landlord from time to
time, at Landlord's election, and Landlord shall not be required to await the
date upon which this Lease Term would have expired to bring any such action or
suit.

       12.7   Recovery of Landlord Enforcement Costs.  All costs and expenses
incurred by Landlord in connection with collecting any amounts and damages owing
by Tenant pursuant to the provisions of this Lease or to enforce any provision
of this Lease, including reasonable attorneys' fees, whether or not any action
is commenced by Landlord, shall be paid by Tenant to Landlord upon demand.

       12.8   Administrative Late Charge.  Notwithstanding any other remedies
for nonpayment of rent, if the monthly payment of Basic Rent and Additional Rent
are not received by Landlord on or before the fifth (5th) day of the month for
which such rental is due, or if any other payment due Landlord by Tenant is not
received by Landlord on or before the fifth (5th) day of the month next
following the month in which Tenant was invoiced, an administrative late charge
of five percent (5%) of such past due amount shall become due and payable, as
Additional Rent, in addition to such amounts owed under this Lease of Space to
help defray the additional cost to Landlord for processing such late payments.

       12.9   Interest on Past-Due Payments and Advances.  Tenant covenants and
agrees to pay to Landlord, as Additional Rent, interest on demand at the rate of
twelve percent (12%) per annum, compounded on a monthly basis, on the amount of
any Basic Rent, Monthly Deposit or other charges not paid when due, from the
date due and payable, and on the amount of any payment made by Landlord required
to have been made by Tenant under this Lease and on the amount of any costs and
expenses, including reasonable attorneys' fees, paid by Landlord in connection
with the taking of any action to cure any Default by Tenant, from the date of
making any such payment or the advancement of such costs and expenses by
Landlord.

       12.10  Additional Damages.  In the event of a Default by Tenant, Landlord
shall be entitled to recover as damages, in addition to all other damages and
remedies provided hereunder, an amount equal to the total of (i) the cost of
recovering possession of the Demised Premises, (ii) the unpaid Basic Rent,
Additional Rent and any other amounts current at the time of such Default by
Tenant, (iii) damages for the wrongful withholding of the Demised Premises by
Tenant, and (iv) consequential damages and loss of profits.

       12.11  Landlord's Bankruptcy Remedies.  Nothing contained in this Lease
shall limit or prejudice the right of Landlord to prove and obtain as liquidated
damages in any bankruptcy, insolvency, receivership, reorganization or
dissolution proceeding, an amount equal to the maximum allowable by any statute
or rule of law governing such proceeding in effect at the time when such damages
are to be proved, whether or not such amount be greater, equal or less than the
amounts recoverable, either as damages or rent, under this Lease.

       12.12  Remedies Cumulative.  Exercise of any of the remedies of Landlord
under this Lease shall not prevent the concurrent or subsequent exercise of any
other remedy provided for in this Lease or otherwise available to Landlord at
law or in equity.


                                      25
<PAGE>

XIII.  SURRENDER AND HOLDING OVER.

       13.1  Surrender upon Lease Expiration.  Upon the expiration or earlier
termination of this Lease, or on the date specified in any demand for possession
by Landlord after any Default by Tenant, Tenant covenants and agrees to
surrender possession of the Demised Premises to Landlord broom clean, with all
lighting, doors (including, without limitation, all loading dock doors, dock
levelers, and related dock systems and areas), and electrical and mechanical
systems in good working order and condition, all walls in clean condition and
holes or punctures in the walls repaired, and otherwise in the same condition as
when Tenant first occupied the Demised Premises, ordinary wear and tear
excepted.  Tenant, at the Landlord's option, shall transfer the telephone
services to Landlord instead of terminating such service account, provided that
Landlord bears any costs of such transfer.  If within the last ninety (90) days
of this Lease Term Tenant has vacated the Demised Premises, Landlord shall have
the right to decorate, remodel, repair, or otherwise prepare the Demised
Premises for reletting and reoccupancy.

       13.2  Holding Over.  If Tenant shall hold over after the expiration of
this Lease Term, without written agreement providing otherwise, Tenant shall be
deemed to be a Tenant from month to month, at a monthly rental, payable in
advance, equal to one hundred fifty percent (150%)  of the Basic Rent and
Additional Rent, and Tenant shall be bound by all of the other terms, covenants
and agreements of this Lease.  Nothing contained herein shall be construed to
give Tenant the right to hold over at any time, and Landlord may exercise any
and all remedies at law or in equity to recover possession of the Demised
Premises, as well as any damages incurred by Landlord, due to Tenant's failure
to vacate the Demised Premises and deliver possession to Landlord as herein
provided.


XIV.   MISCELLANEOUS.

       14.1  No Implied Waiver.  No failure by Landlord to insist upon the
strict performance of any term, covenant or agreement contained in this Lease,
no failure by Landlord to exercise any right or remedy under this Lease, and no
acceptance of full or partial payment during the continuance of any Default by
Tenant, shall constitute a waiver of any such term, covenant or agreement, or a
waiver of any such right or remedy, or a waiver of any such Default by Tenant.

       14.2  Survival of Provisions.  Notwithstanding any termination of this
Lease, the same shall continue in force and effect as to any provisions hereof
which require observance or performance by Landlord or Tenant subsequent to
termination.

       14.3  Covenants Independent.  This Lease shall be construed as if the
covenants herein between Landlord and Tenant are independent, and not dependent,
and Tenant shall not be entitled to any offset against Landlord if Landlord
fails to perform its obligations under this Lease.

       14.4  Covenants as Conditions.  Each provision of this Lease performable
by Tenant shall be deemed both a covenant and a condition.


                                      26
<PAGE>

       14.5   Tenant's Remedies.  Tenant may bring a separate action against
Landlord for any claim Tenant may have against Landlord under this Lease,
provided Tenant shall first give written notice thereof to Landlord and shall
afford Landlord a reasonable opportunity to cure any such default.  In addition,
Tenant shall send notice of such default by certified or registered mail,
postage prepaid, to the holder of any mortgage or deed of trust encumbering the
Demised Premises, the Property or any portion thereof of whose address Tenant
has been notified in writing, and shall afford such holder a reasonable
opportunity to cure any default on Landlord's behalf but in no event less than
thirty (30) days following such notice.  In no event shall Landlord be
responsible for any consequential damages incurred by Tenant including, but not
limited to, loss of profits or interruption of business as a result of any
default by Landlord hereunder.

       14.6   Binding Effect.  This Lease shall extend to and be binding upon
the heirs, executors, legal representatives, successors and assigns of the
respective parties hereto. The terms, covenants, agreements and conditions in
this Lease shall be construed as covenants running with the Land.

       14.7   Short Form Lease.  This Lease shall not be recorded, but the
parties agree, at the request of either of them, to execute a short form lease
for recording, containing the names of the parties, a description of the Demised
Premises and this Lease Term.

       14.8   Notices and Demands.  All notices, demands or billings under this
Lease shall be in writing, signed by the party giving the same and shall be
deemed properly given and received when actually given and received or three (3)
business days after mailing, if sent by registered or certified United States
mail, postage prepaid, addressed to the party to receive the notice at the
address set forth for such party in the introductory paragraph of this Lease or
at such other address as either party may notify the other of in writing.

       14.9   Time of the Essence.  Time is of the essence under this Lease, and
all provisions herein relating thereto shall be strictly construed.

       14.10  Captions for Convenience.  The headings and captions hereof are
for convenience only and shall not be considered in interpreting the provisions
hereof.

       14.11  Severability.  If any provision of this Lease shall be held
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby, and there shall be deemed substituted for the affected provision a
valid and enforceable provision as similar as possible to the affected
provision.

       14.12  Governing Law.  This Lease shall be interpreted and enforced
according to the laws of the State of Colorado.

       14.13  Entire Agreement.  This Lease and any exhibits and addenda
referred to herein, constitute the final and complete expression of the parties'
agreements with respect to the Demised Premises and Tenant's occupancy thereof.
Each party agrees that it has not relied upon or regarded as binding any prior
agreements, negotiations, representations, or understandings, whether oral or
written, except as expressly set forth herein.


                                      27
<PAGE>

       14.14  No Oral Amendment or Modifications.  No amendment or modification
of this Lease, and no approvals, consents or waivers by Landlord under this
Lease, shall be valid or binding unless in writing and executed by the party to
be bound.

       14.15  Format.  This Lease has been prepared to reflect all additions and
deletions negotiated between Landlord and Tenant from the initial form of this
Lease submitted by Landlord to Tenant.  All provisions and terms that are
stricken are deletions and shall not be a part of this Lease.  All provisions
and terms which are underlined (other than headings, titles and captions) are
additions and shall be part of this Lease.  Tenant acknowledges that it has had
the opportunity to thoroughly review and negotiate this Lease and that the rule
of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this Lease.

       14.16  Real Estate Brokers.  Tenant covenants to pay, hold harmless and
indemnify the Landlord from and against any and all cost, expense or liability
for any compensation, commissions, charges or claims by any broker or other
agent with respect to this Lease or the negotiation thereof other than the
broker(s) listed as the Broker(s) on the Summary of Basic Lease Terms.

       14.17  Agency Disclosure.

       (a)    Landlord is represented by Etkin Johnson Company LLC, which is
acting as Landlord's Agent ("Landlord's Broker"). The Landlord's Broker is an
agent for Landlord and not an agent for Tenant, unless Landlord's Broker enters
into a written agreement with Tenant to act as its agent. Landlord's Broker owes
duties to Landlord which include utmost good faith, loyalty and fidelity.
Landlord's Broker will negotiate on behalf of and act as an advocate for
Landlord. Please do not tell Landlord's Broker any information which you do not
want to share with Landlord. Tenant is not vicariously liable (legally
responsible) for Landlord's Broker's actions. Although Landlord's Broker does
not represent Tenant, Landlord's Broker will disclose to Tenant all adverse
material facts about the property actually known by Landlord's Broker.
Landlord's Broker will assist Tenant without regard to race, creed, sex,
religion, national origin, familial status, martial status, or handicap.

       (b)    DIFFERENT BROKERAGE RELATIONSHIPS ARE AVAILABLE WHICH INCLUDE
SELLER (LANDLORD) AGENCY, SUBAGENCY, BUYER (TENANT) AGENCY, OR TRANSACTION-
BROKER.

       (c)    The definitions of real estate brokerage relationships are
provided as follows: A landlord's agent: (i) is engaged as a limited agent and
works solely on behalf of the Landlord; (ii) owes duties to the Landlord which
include the utmost good faith, loyalty and fidelity; (iii) will negotiate on
behalf of and act as an advocate for the Landlord; and (iv) must disclose to
potential tenants all adverse material facts about the property actually known
by a landlord. A landlord is legally responsible for the actions of a landlord's
agent when such agent is acting within the scope of the agency. A separate
written listing agreement is required which sets forth the duties and
obligations of the parties. A


                                      28
<PAGE>

subagent: (i) is engaged as a limited agent and owes the same duties of utmost
good faith, loyalty and fidelity to a landlord as to a landlord's agent; (ii)
must make the same disclosures to tenants concerning adverse material facts
about the property; and (iii) will negotiate and act as an advocate for a
landlord. A landlord is legally responsible for the acts of the subagent when
such agent is acting within the scope of the subagency. A landlord must give
written permission for the listing agent to employ subagents. A buyer's agent:
(i) is engaged as a limited agent and works solely on behalf of a tenant and
owes duties to a tenant which include the utmost good faith, loyalty and
fidelity; (ii) will negotiate on behalf of and act as an advocate for a tenant;
and (iii) must disclose to potential landlords all adverse material facts
concerning a tenant's financial ability to perform the terms of the transaction
and whether a tenant intends to occupy the property. A tenant is legally
responsible for the actions of the agent when such agent is acting within the
scope of the agency. A separate written tenant agency agreement is required
which sets forth the duties and obligations of the parties. A dual agent is a
broker who with the written informed consent of all parties to a contemplated
real estate transaction, is engaged as a limited agent for both the landlord and
tenant. A landlord and a tenant may both be legally responsible for the acts of
the dual agent when such agent is acting within the scope of the dual agency
relationship. A written dual agency agreement/addendum is required (e.g., Dual
Agency Addendum). A transaction-broker: (i) assists a landlord or a tenant or
both throughout a real estate transaction with communication, advice,
negotiation, contracting and closing without being an agent or advocate for any
of the parties; (ii) does owe the parties a number of statutory obligations and
responsibilities, including using reasonable skill and care in the performance
of any oral or written agreement; and (iii) must also make the same disclosures
as agents about adverse material facts concerning a property or a tenant's
financial ability to perform the terms of a transaction and whether the tenant
intends to occupy the property. The parties to a transaction are not legally
responsible for the actions of a transaction-broker and a transaction-broker
does not owe those parties the duties of an agent. No written agreement is
required.

       14.18  Parking.  Tenant shall be entitled to the non-exclusive use of the
Parking Area up to the maximum number of spaces set forth in the Summary of
Basic Lease Terms, on a first come-first serve basis.  Landlord shall be
entitled to establish reasonable rules and regulations governing the use of the
Parking Area including, without limitation, the right to issue parking permits
and details to be affixed to motor vehicles (with the reasonable costs thereof
being a part of the Common Facilities charges). Landlord may designate a
specific area for Tenant's parking spaces within the Parking Area and may
modify, relocate, reduce or restrict any of the parking spaces in the Parking
Area.  Landlord shall be entitled to permit the use of the Parking Area for
other purposes, including uses not related to the operation of the Building.
Landlord shall not be liable for and Tenant hereby releases and covenants not to
bring any action against Landlord for any loss, damage or theft to or from any
motor vehicle or other property of Tenant, or its employees, guests or invitees,
while in the Parking Area.  If any visitor parking is provided by Landlord in
the Parking Area, the use thereof shall be limited to visitors of Tenant and
other tenants of the Building, except as otherwise permitted by Landlord.

       14.18  Prohibition Against Percentage Rent Based on Net Receipts.  No
rent or other amounts payable hereunder shall be based in whole or in part on
the income or profits derived from the Demised Premises or any sublease thereof,
except for percentage rent based on gross


                                      29
<PAGE>

(not net) receipts or sales. Landlord and Tenant acknowledge that neither the
Basic Rent nor any other amounts payable by Tenant under this Lease is based in
whole or in part on the income or profits derived from the Demised Premises or
the sublease thereof, and Tenant is not obligated to pay any percentage rent
under this Lease. If the holder of any first mortgage encumbering the Demised
Premises succeeds to landlord's interest under this Lease, such holder may elect
to amend unilaterally the provisions relating to rent under this Lease so that
none of the rent payable to such holder under this Lease will be deemed to
constitute unrelated business income to such holder or otherwise cause such
holder any adverse tax consequences, but under no circumstances will any such
amendment increase Tenant's payment obligations or other liabilities under this
Lease or reduce Landlord's obligations under this Lease. Upon request by
Landlord or such holder, Tenant shall execute any document that Landlord or such
holder deems necessary to effect the foregoing amendment of this Lease.

       14.19  Relationship of Landlord and Tenant.  Nothing contained herein
shall be deemed or construed as creating the relationship of principal and agent
or of partnership, or of joint venture by the parties hereto, it being
understood and agreed that no provision contained in this Lease nor any acts of
the parties hereto shall be deemed to create any relationship other than the
relationship of Landlord and Tenant.

       14.20  Authority of Tenant.  Each individual executing this Lease on
behalf of Tenant represents and warrants that he is duly authorized to deliver
this Lease on behalf of Tenant and that this Lease is binding upon Tenant in
accordance with its terms.


                                      30
<PAGE>

IN WITNESS WHEREOF the parties hereto have caused this Lease to be executed the
day and year first above written.



                                        TENANT:

                                        GEERLINGS & WADE, INC
                                        ---------------------
                                        a Massachusetts corporation
                                          -------------------------

                                        By:    /s/David R. Pearce
                                               ------------------
                                        Name:  David R. Pearce
                                               ---------------
                                        Title: President
                                               ---------

                                        LANDLORD:

                                        EAST 47TH BUSINESS CENTER LLC, a
                                        Colorado limited liability company

                                        By: /s/Bruce H. Etkin
                                            -----------------
                                        Name: Bruce H. Etkin
                                              --------------
                                        Title: Manager
                                               -------




STATE OF MASSACHUSETTS  )
                        ) ss.
COUNTY OF  NORFOLK      )

     The foregoing instrument was acknowledged before me this 9th day of
February 2001, by David R. Pearce as President of Geerlings & Wade, a
corporation.

     Witness my hand and official seal.
     My commission expires:  6/21/07.

                                        /s/  Iveta Estrella
                                        -------------------
                                        Notary Public


                                      31
<PAGE>

STATE OF  Colorado )
CITY AND           ) ss.
COUNTY OF  Denver  )

     The foregoing instrument was acknowledged before me this 22nd day of
February, 2001, by Bruce H. Etkin, as Manager of East 47th Business Center
LLC, a Colorado limited liability company.

     Witness my hand and official seal.
     My commission expires: July 26, 2003.

                                        Cynthia A. Dougherty
                                        -------------------------------
                                        Notary Public

                                      32
<PAGE>

                                   EXHIBIT A
                               LEGAL DESCRIPTION
                               Denver Building 6
                             6750 East 46th Avenue
                                  Denver, CO


A portion of Lots 4 and 5, Block 3 of the Airport Business Center, the plat of
which was recorded in plat Book 27 at Page 30, being more particularly described
as follows:

All of said Lot 5 and part of said Lot 4, more particularly described as
follows:

Beginning at the most Southerly corner of said Lot 4; thence Northwesterly along
the Southwesterly line of said Lot 4, a distance of 265.70 feet;

Thence on an angle to the right of 90 degrees 00' 00", a distance of 247.55 feet
to a point on the Northeasterly line of said Lot 4; thence on an angle to the
right of 122 degrees 07' 05" and along said Northeasterly line and along a curve
to the left having a radius of 180.00 feet, a central angle of 32 degrees 07'
05", an arc distance of 100.90 feet to a point of tangency; thence along said
tangent and along said Northeasterly line 170.00 feet to the most Easterly
corner of said Lot 4; thence on an angle to the right of 90 degrees 00' 00" and
along the Southeasterly line of said Lot 4, a distance of 220.00 feet to the
Point of Beginning,

City and County of Denver,
State of Colorado.



                                      33
<PAGE>

                                   EXHIBIT B
           Location of Demised Premises Within Building (Space Plan)



                                      34
<PAGE>

                              RULES & REGULATIONS

1.   The sidewalk, entries, and driveways of the Property shall not be
obstructed by Tenant, or its agents, or used by them for any purpose other than
ingress and egress to and from the Demised Premises.

2.   Tenant shall not place any objects including, without limitation, any
antennas, satellite dishes, aerials, outdoor furniture, other similar devices or
property on the roof or exterior walls of the Building, the Common Facilities or
any other part of the Property.

3.   If Tenant desires telegraphic, telephonic or other electric connections in
the Demised Premises, Landlord or its agent will direct the electrician as to
where and how the wires may be introduced; and, without such direction, no
boring or cutting of wires will be permitted.  Any such installation or
connection shall be made at Tenant's expense.

4.   Tenant shall not install or operate any steam or gas engine or boiler, or
other mechanical apparatus in the Demised Premises, except as specifically
approved in the Lease.  The use of oil, gas, or flammable liquids for heating,
lighting or any other purpose is expressly prohibited. Explosives or other
articles deemed extra hazardous shall not be brought into the Property.

5.   Parking any type of recreational vehicles is specifically prohibited on or
about the Property. No vehicle of any type shall be stored in the parking areas
at any time other than trucks which are operable and owned by the Tenant or its
employees and then only overnight and in front of the Demised Premises.  In the
event that a vehicle is disabled, it shall be removed within 48 hours.  There
shall not be "For Sale" or other advertising signs on or about any parked
vehicle. All vehicles shall be parked in the designated parking areas in
conformity with all signs and other markings.  All parking will be open parking,
and no reserved parking, numbering or lettering of individual spaces will be
permitted except as specified by Landlord.

6.   Tenant shall maintain the Demised Premises free from rodents, insects and
other pests. Tenant, at its sole cost, shall be responsible for any pests or
other extermination services, which Landlord shall be entitled to request of
Tenant from time to time.  Tenant shall not burn any trash or garbage of any
kind in or about the Demised Premises or the Property.

7.   Landlord reserves the right to exclude or expel from the Property any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs or who shall in any manner do any act in violation of these
Rules and Regulations or the Lease.

8.   Tenant shall give Landlord prompt notice of any defects in the water, lawn
sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus,
or any other service equipment affecting the Demised Premises.

9.   Tenant shall not permit storage outside the Demised Premises, including
without limitation, outside storage of trucks and other vehicles (except as
provided for in Paragraph 5 above), or dumping of waste or refuse or permit any
harmful materials to be placed in any drainage system or sanitary system in or
about the Demised Premises.

10.  All moveable trash receptacles provided by the trash disposal firm for the
Demised Premises must be kept in the trash enclosure areas, if any, provided for
that purpose.


                                      35
<PAGE>

                              RULES & REGULATIONS
                              -------------------
Page Two

11.  No auction, public or private, will be permitted on the Demised Premises or
the Property.

12.  No awnings shall be placed over the windows in the Demised Premises except
with the prior written consent of Landlord.

13.  The Demised Premises shall not be used for lodging, sleeping or cooking or
for any immoral or illegal purposes or for any purpose other than that specified
in the Lease.  No gaming devices shall be operated in the Demised Premises.

14.  Tenant assumes full responsibility for protecting the Demised Premises from
theft, robbery, pilferage, arson, vandalism or other destruction of property.

15.  Tenant shall not install or operate on the Demised Premises any machinery
or mechanical devices of a nature not directly related to Tenant's ordinary use
of the Demised Premises and shall keep all such machinery free of vibration,
noise and air waves which may be transmitted beyond the Demised Premises.

16.  All loading and unloading of goods, inventory and other property from the
Demised Premises shall be made only through loading dock areas or areas
designated by the Landlord for such purpose.

17.  Tenant shall keep the Demised Premises at a sufficient temperature to
prevent freezing of water in pipes and fixtures.  The plumbing facilities shall
not be used for any purpose other than the Permitted Uses and only in a manner
consistent with the construction thereof.  Tenant shall not deposit or permit to
be deposited any foreign substance in the plumbing facilities. Tenant shall bear
the expense of any breakage, stoppage or damage resulting therefrom.

18.  Pets are not allowed in the Demised Premises without the written consent of
Landlord.


                                      36
<PAGE>

                                   GUARANTY

     For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned jointly and severally guarantees to
East 47th Business Center LLC, a Colorado limited liability company
("Landlord"), full and prompt performance and payment to Landlord of all terms,
conditions, covenants, representations, warranties, debts, liabilities and other
obligations owing by GEERLINGS & WADE, INC, a Massachusetts corporation
("Tenant"), as Tenant, pursuant to that certain Lease of Space with Landlord,
dated January 22, 2001 (the "Lease"), for the Demised Premises commonly known as
6760 East 47th Avenue Drive, Denver, Colorado 80216 and any additional space
leased pursuant to the Lease; without requiring any notice of nonpayment,
nonperformance, or nonobservance, or proof of notice, or demand, whereby to
charge the undersigned therefor, all of which the undersigned hereby expressly
waives and expressly agrees that the validity of this Guaranty and the
obligations of the Guarantor hereunder shall in no way be terminated, affected,
or impaired by reason of the assertion by Landlord against Tenant of any of the
rights or remedies reserved to Landlord pursuant to the provisions of the Lease.
Landlord may grant extensions of time and other indulgences and may modify,
amend, and waive any other terms, covenants, conditions, provisions, or
agreements of the Lease, and discharge or release any party or parties thereto,
all without notice to the undersigned and without in any way impairing,
releasing, or affecting the liability or obligation of the undersigned.  The
undersigned agrees that Landlord may proceed directly against the undersigned
without taking any actions under the Lease and without exhausting Landlord's
remedies against Tenant; and no discharge of Tenant in bankruptcy or in any
other insolvency proceedings shall in any way or to any extent discharge or
release the undersigned from any liability or obligation hereunder.  The
undersigned further covenants and agrees that this Guaranty shall remain and
continue in full force and effect as to any modification of the Lease, and no
assignment thereof, with or without Tenant's consent thereto, shall release or
discharge the undersigned.  The undersigned agrees to pay, in addition to any
damages which a court of competent jurisdiction may award, such amount or
amounts as the court may determine to be reasonable attorneys' fees incurred by
Landlord or its successors or assigns in the enforcement of this Guaranty.  All
rights under this Guaranty shall inure to the benefit of any successors or
assigns of Landlord.

     IN WITNESS WHEREOF, this Guaranty is executed this 9th day of
February, 2001, by the undersigned Guarantor.


                                    GEERLINGS & WADE, INC.
                                    ----------------------
                                    a Massachusetts corporation
                                      -------------------------

                                    By:  /s/ David R. Pearce
                                         -------------------------------
                                    Name:    David R. Pearce
                                         -------------------------------
                                    Title:   President
                                         -------------------------------
                                    EIN:     04-2935863
                                         -------------------------------
                                    Address: 960 Turnpike St.
                                         -------------------------------
                                             Canton, MA 02021
                                         -------------------------------


                                      37
<PAGE>

STATE OF  Massachusetts )
                        ) ss.
COUNTY OF Norfolk       )

     The foregoing instrument was acknowledged before me this 9th day of
February, 2001 by David Pearce as President of Geerlings & Wade, a corporation.


                                /s/ Iveta Estrella
                                ------------------------------
                                Notary Public


     My commission expires: 6/21/07.


                                      38
<PAGE>

                               ADDENDUM TO LEASE

     THIS ADDENDUM TO LEASE OF SPACE ("Addendum") shall be a part of that
certain Lease of Space, dated January 22, 2001, (the "Lease") between EAST 47TH
BUSINESS CENTER LLC, a Colorado limited liability company ("Landlord"), and
GEERLINGS & WADE, INC., a Massachusetts corporation ("Tenant").

     The following provisions shall be a part of the Lease and to the extent of
any conflict between the terms of this Addendum and the terms of the Lease, the
terms of this Addendum shall control.  For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
agree that the Lease shall have the following additional terms:

     1.  Projected Building Operating Expenses.  Landlord projects that Tenant's
Pro Rata Share of Additional Rent for Common Facilities charges, Taxes and
Assessments, and Landlord's Insurance shall be in the total amount of $1.57 per
square foot of rentable area of the Demised Premises during the 2001 calendar
year. Tenant acknowledges that such projection is only an estimate by Landlord
and does not bind or otherwise limit Landlord from requiring Tenant to pay its
entire Pro Rata Share of the actual amount of the Common Facilities charges,
Taxes and Insurance, and Landlord's Insurance.

     2.   Tenant Finish.   Tenant is accepting space in its "as is" condition.


     EXECUTED as of this 9th day of February, 2001.

                              TENANT:

                              GEELINGS & WADE, Inc.
                              a Massachusetts corporation

                              By:  /s/ David R. Pearce
                                   -----------------------------------
                              Name:  David R. Pearce
                                   -----------------------------------
                              Title: President
                                   -----------------------------------



                              LANDLORD:

                              EAST 47TH BUSINESS CENTER LLC,
                              a Colorado limited liability company

                              By:  /s/ Bruce H. Etkin
                                   -----------------------------------
                              Name:  Bruce H. Etkin
                                   -----------------------------------
                              Title: Manager
                                   -----------------------------------


                                      39
</TEXT>
</DOCUMENT>
