Office Lease Between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP ("Landlord") and

Office Lease
Between
CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP
("Landlord")

and

INFONOW CORPORATION

("Tenant")

TABLE OF CONTENTS

PARAGRAPHS:
-----------

1. BUSINESS POINTS 1
2. INTERPRETING THIS LEASE 4
3. UNDERSTANDING THE PROJECT 4
4. TERM 5
5. PREPARING THE PREMISES 5
6. RENT AND SECURITY DEPOSIT 5
7. EXCESS OPERATING EXPENSES 6
8. LANDLORD SERVICES 8
9. OCCUPANCY AND CONTROL 10
10. TENANTS COVENANTS 10
11. REPAIRS, MAINTENANCE AND ALTERATIONS 12
12. ASSIGNMENT AND SUBLETTING BY TENANT 12
13. INDEMNITY 14
14. INSURANCE 15
15. FIRE OR CASUALTY 16
16. CONDEMNATION 17
17. DEFAULTS AND REMEDIES 17
18. END OF TERM 19
19. NOTICES 20
20. LANDLORD'S FINANCING 20
21. RIGHTS RESERVED BY LANDLORD 20
22. HAZARDOUS MATERIALS 21
23. LANDLORD'S INTEREST 22
24. EXECUTION AND SIGNING AUTHORITY 22
25. QUIET ENJOYMENT 22

EXHIBITS & RIDERS
-----------------

EXHIBIT "A" LEGAL DESCRIPTION OF THE PROJECT
EXHIBIT "B" FLOOR PLAN OF PREMISES
EXHIBIT "C" CONSTRUCTION AGREEMENT
EXHIBIT "D" CERTIFICATE OF ACCEPTANCE
EXHIBIT "E" RULES AND REGULATIONS
EXHIBIT "F-1" LIABILITY INSURANCE CERTIFICATE
EXHIBIT "F-2" PROPERTY INSURANCE CERTIFICATE

RIDER NO.1 OPTION TO EXTEND
RIDER NO.2 PREFERENTIAL RIGHT TO LEASE
RIDER NO.3 RIGHT OF FIRST REFUSAL
RIDER NO.4 TERMINATION OPTION

OFFICE LEASE

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are acknowledged, the Landlord named below leases to the Tenant named below, and
Tenant leases from Landlord, the Premises described below pursuant to this
Office Lease (this "Lease") entered into effective as of the Date of Lease
specified below:

1. BUSINESS POINTS. The key business terms used in this Lease are defined as
follows:

(a) "Date of Lease" (for reference purposes only): ▇▇▇▇▇ ▇▇, ▇▇▇▇

(▇) "Landlord": CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a
Delaware limited partnership.

(d) "Building": Office building commonly known as "1875 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇".
▇▇▇▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

RSF of the Building: 169,610.

(e) "Premises": Suite 1100, on the 11th floor of the Building, as shown on
the floor plan attached as Exhibit "B".
RSF of the Premises: 7,782.

(f) "Term": five (5) years.

(g) "Estimated Commencement Date": July 1, 1999.

(h) "Base Rent":

Rental Period Annual Base Rental Rate/RSF Monthly Base Rent
------------- --------------------------- -----------------
CD to 6/30/00 $13.00 $ 8,430.50
7/01/00 to 6/30/01 $14.00 $ 9,079.00
7/01/01 to 6/30/02 $15.00 $ 9,727.50
7/01/02 to 6/30/03 $16.00 $10,376.00
7/01/03 to ED $17.00 $11,024.50

CD = Commencement Date (pursuant to Paragraph 4,)

ED = Expiration ▇▇▇▇ (pursuant to Paragraph 4)

(i) "Security Deposit": $8,430.50 (payable upon execution of the Lease).

(j) "Base Year": Calendar year 1999.

(k) "Parking Permits": Tenant shall take and pay for nine (9) permits
allowing access to unreserved spaces in parking facilities which Landlord
provides for the use of tenants and occupants of the Project. During the initial
Term (and, if applicable, during any renewal or extension term of this Lease),
Tenant shall pay Landlord's quoted monthly contract rate (as set from time to
time) for each unreserved permit, plus any taxes thereon.(1)

(l) "Permitted Use": General office use, subject to Paragraph 9(a).

(m) Addresses:

TENANT'S ADDRESS PRIOR TO THE COMMENCEMENT
LANDLORD'S ADDRESSES FOR NOTICE: DATE:
-------------------------------- -----
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Property Manager Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

TENANT'S ADDRESS ON AND AFTER THE
with a copy to: COMMENCEMENT DATE:
--------------- ------------------

Crescent Real Estate Equities
Limited Partnership The Premises
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Senior Vice President,
Asset Management
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:
---------------

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: Legal Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

LANDLORD'S ADDRESS FOR PAYMENTS:
--------------------------------

▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

(n) Additional Definitions: In addition to the key business terms defined
above, an index of the other defined terms used in the text of this Lease is set
forth below, with a cross-reference to the paragraph in this Lease in which the
definition of such term can be found:

(1) In the event that Tenant desires to obtain parking permits for the use
of parking spaces in addition to the foregoing, any such use shall be on a
month-to-month basis, subject to availability as determined by Landlord, and at
Landlord's then quoted monthly contract rate (as set from time to time) for each
such permit, plus any taxes thereon.

ABS 8(d) Landlord's Mortgagee 20
ADA 2(c) Landlord's Reletting Expenses 17(d)
Alterations 11(c) Landlord's Rental Damages. 17(d)
Applicable Law 2(c) New Lease 21(c)
Beneficiary 13(a)(i) Operating Expenses 7(b)
Building Standard 2(b) Permitted Use 9(a)
Certificates 14(b)(iii) Prime Rate 17(d)
Claims 13(a)(ii) Project 3(a)
Collateral 17(g) Project Systems 7(b)(I)
Commencement Date 4 Providers 10(d)
Common Areas 3(b) Punchlist Items 5(b)
Construction Agreement 5(a) Relocated Premises 21(c)
Contamination 22(a) Relocation Date 21(c)
Control 12(a) Rent 6(a)
Current Providers 10(d) RSF 3(a)
Default Rate 17(b) Rules and Regulations 9(b)
Defend 13(a)(iii) Service Areas 3(b)
EOE 7(a) Service Interruption 8(e)
Event of Default 17(a) State 2(c)
Excess Operating Expenses 7(a) Substantial Completion 4(e) of the
Construction Agreement
Expiration Date 4 Telecommunications Services 10(d)
Fair Rental Value 17(d) Tenant Parties 13(a)(I)
Hazardous materials 22(a) Tenant's Contribution 15(b)
Hold Over 18(c) Tenant's FF&E 14(b)(I)(C)
HVAC 8(a) Tenant's Insurable Injuries 13(a)(ii)
Indemnify 13(a) Transfer 12(a)
Insurable Injuries 13(a)(ii) Waive 13(a)(iii)
ISO 13(a)(ii) Work 4(e) of the
Construction Agreement
Land 3(a)
Landlord Parties 13(a)(I)
Landlord's Contribution 15(b)

2. INTERPRETING THIS LEASE

(a) Usage of Certain Words, Bold italicized print in quotations marks,
e.g., "Transfer", indicates definition of a term. A defined term includes all
grammatical variations which are also shown with initial capital letters. For
example, the defined word "Transfer" includes "Transferee", "Transferring",
"Transferred", etc., as grammatically appropriate in the text. Cross-references
to other provisions of this Lease are in bold print following the word
"Paragraph ". The word "including" shall not be construed restrictively to limit
or exclude other items i-lot listed. Unless the context otherwise requires, the
singular includes the plural and the plural the singular, and the masculine,
feminine and neuter genders are interchangeable. Unless otherwise specified as a
business day, a "day" means a calendar day.

(b) Building Standard. "Building Standard" means the type, brand, quantity
or quality of materials, equipment, services, insurance coverages, methods,
scheduling and usages Landlord designates or determines from time to time to be
standard for the Building or the Project.

(c) Applicable Law. "Applicable Law" means all laws, statutes, ordinances,
court rulings, regulations, public or private restrictions and requirements now
or hereafter adopted by any governmental or other authority, board of fire
underwriters, titility company, property association, declarant or similar body,
affecting the Project or this Lease, including Title III of The Americans with
Disabilities Act of 1990, the Accessibility Guidelines for Buildings and
Facilities and any other law pertaining to disabilities and architectural
barriers (collectively, "ADA"). THE VALIDITY, PERFORMANCE AND ENFORCEMENT OF
THIS LEASE ARE GOVERNED BY THE APPLICABLE LAW OF THE STATE OR OTHER JURISDICTION
WHERE THE BUILDING IS LOCATED ("STATE"). ALL OBLIGATIONS UNDER THIS LEASE ARE
PERFORMABLE IN THE COLINTY OR OTHER JURISDICTION TN WHICH THE BUILDING IS
LOCATED, WHICH SHALL BE VENUE FOR ALL LEGAL ACTIONS.

(d) Entire Agreement This Lease contains the parties' entire agreement
regarding the subject matter hereof. There are no representations or warranties
between the parties not contained in this Lease. No amendment of this Lease
shall be effective unless in writing and duly signed by the party against whom
enforcement is sought. Any invalidated provision of this Lease shall be severed
from, and shall not impair the validity of, this Lease. The exhibits and riders
attached hereto are incorporated herein and made a part of this Lease for all
purposes.

3. UNDERSTANDING THE PROJECT.

(a) Project and Rentable Area. The "Project" consists of the tract of land
described on Exhibit "A" (the "Land"), the Building and all appurtenant parking
facilities, landscaping, fixtures, Common Areas, service buildings and related
improvements now or hereafter constructed thereon or on land acquired by
Landlord (or its affiliates) and added to the Project from time to time. The
"RSF" is the then-current square footage of rentable area of a given space
calculated using Building Standard methods of measurement.

(b) Common Areas and Service Areas. Landlord grants Tenant a non-exclusive
right to use the Common Areas during the Term for their intended purposes, in
common with others and subject to the provisions of this Lease. "Common Areas"
are all present and future areas, facilities and equipment in the Project
designated by Landlord for the common use of the occupants of the Building and
their customers, employees and invitees, including tunnels, walkways, sky
bridges and driveways, lobbies, landscaped areas, loading areas, public
corridors, public restrooms, stairs and elevators, and drinking fountains.
"Service Areas" are all present and future areas, facilities and equipment
serving the Project which are not generally accessible to Tenant or other
occupants of the Building, including mechanical, telecommunications, electrical
and similar rooms, and HVAC equipment areas.

4. TERM. The Term shall commence on(2) (the "Commencement Date"), and shall end
on the last day of the calendar month in which it would otherwise expire (the
"Expiration Date"). Landlord shall not be liable or responsible for Claims made
or incurred by Tenant due to any delay in tendering the Premises. If the Term is
extended, the Expiration Date shall be the last day of the calendar month in
which the extended Term would otherwise expire. If the Lease is terminated prior
to the Expiration Date, the effective date of termination shall become the
Expiration Date, except for purposes of Paragraph 17.

5. PREPARING THE PREMISES.

(a) Condition, Tenant agrees to accept the Premises "as-is". However, all
improvements, if any, shall be constructed in the Premises, and the cost thereof
paid, in accordance with the "Construction Agreement" attached as Exhibit "C"
(if applicable). Except as expressly provided in this Lease or the Construction
Agreement, Landlord has not undertaken to perform any alteration or improvement
to the Premises.

(b) Acceptance. BY TAKING POSSESSION OF THE PREMISES, AND TO THE FULLEST
EXTENT PROVIDED BY PARAGRAPH 13(1), TENANT WAIVES (i) ANY CLAIMS DUE TO DEFECTS
IN THE PREMISES AND/OR THE PROJECT EXCEPT (A) MINOR FINISH ADJUSTMENTS IN WORK
PERFORMED BY LANDLORD ("Punchlist Items") SPECIFIED IN REASONABLE DETAIL BY
TENANT CONTEMPORANEOUSLY WITH TAKING POSSESSION, AND (B) LATENT DEFECTS IN
LANDLORD'S WORK OF WHICH TENANT NOTIFIES LANDLORD WITHIN 180 DAYS AFTER TAKING
POSSESSION; AND (ii) ALL EXPRESS AND IMPLIED WARRANTIES OF SUITABILITY,
HABITABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Except to the extent
otherwise expressly provided in this Lease, Tenant Waives the right to terminate
this Lease due to the condition of the Premises, the Building or the Project;
Punchlist Items; or Landlord's failure to perform its construction obligations
under this Lease. Tenant shall, within 15 days after Landlord's request, execute
and deliver a Certificate of Acceptance of the Premises substantially in the
form attached as Exhibit "D".

6. RENT AND SECURITY DEPOSIT.

(a) Definition. The term "Rent" includes Base Rent, Excess Operating
Expenses and any and all other sums payable by Tenant under this Lease. All Rent
(plus any applicable taxes thereon) shall be payable to Landlord at the Address
for Payments set forth above, or to such other place or entity as may from time
to time be designated in writing by Landlord, in lawful money of the United
States of America. Tenant shall pay Landlord monthly installments of Base Rent
and Excess Operating Expenses in advance on or before the first day of each
calendar month during the Term, without deduction, setoff or prior request for
payment. Rent for any partial month shall be prorated on a daily basis based on
a 365-day calendar year. Tenant may make Rent payments by electronic transfer in
accordance with Landlord's instructions.

(b) Base Rent. Beginning on the Commencement Date, Tenant shall pay
Landlord the Base Rent. Concurrently with its execution of this Lease, Tenant
shall pay Landlord prepaid rent equal to the aggregate Base Rent payable through
the end of the first full calendar month of the Term, based on the Estimated
Commencement Date.

(c) Security Deposit. Concurrently with its execution of this Lease, Tenant
shall pay Landlord the Security Deposit in order to secure Tenant's faithful
performance under this Lease (without being considered Rent or a measure of
Landlords damages and without prejudice to any other rights or remedies of
Landlord). The Security Deposit shall be held without interest and may be
commingled with other funds. If all or any portion of the Security Deposit is
ever applied under this Lease, Tenant shall immediately deposit additional funds
with Landlord equal to the amount so applied. Provided no uncured Event of
Default then exists under this Lease (and no condition exists which, with the

(2) July 1,1999

passage of time or giving of notice, would become an Event of Default), the
Security Deposit (or the remaining balance after application under this Lease)
shall be refunded to Tenant within 30 days after the latest of (i) the
Expiration Date; (ii) payment of all Rent due tinder this Lease; (iii) surrender
of possession of the Premises to Landlord in accordance with this Lease; and
(iv) Landlord's receipt of Tenant's forwarding address and written request for
refund.

7. EXCESS OPERATING EXPENSES.

(a) Calculation, During the Term, Tenant shall pay Landlord Tenants
proportionate share of the amount (prorated for any partial calendar year) by
which Operating Expenses for each calendar year exceed Operating Expenses for
the Base Year ("Excess Operating Expenses" or "EOE"). Tenant's proportionate
share is equal to the RSF of the Premises divided by the RSF of the Building.
Operating Expenses are computed o an accrual basis in accordance with sound
accounting principles consistently applied. If the Building is less than fully
occupied or Building Standard services are not provided to the entire Building
during any calendar year (including the Base Year), all Operating Expenses which
vary directly with occupancy shall be "grossed-up" by Landlord as if the
Building had been fully occupied and Building Standard services had been
provided to the entire Building during such calendar year.

(b) Operating Expenses. "Operating Expenses" are all costs and expenditures
of every kind incurred by Landlord in connection with the ownership, operation,
maintenance, management, repair and protection of the Project which are directly
attributable or reasonably allocable to the Building, including Landlord's
personal property used in connection with the Project and including all costs
and expenditures within the following expense categories:

(i) Operation, maintenance, repair and replacements of any part of the
Project, including the mechanical, electrical, plumbing, HVAC, vertical
transportation, fire prevention and warning and security systems (collectively,
"Project Systems"); materials and supplies (such as light bulbs and ballasts);
equipment and tools; floor, wall and window coverings; personal property;
required or beneficial easements; and related service agreements and rental
expenses.

(ii) Administrative and management fees, including accounting,
information and legal services (except for negotiations and disputes with
specific tenants not affecting other parties); management office(s); and wages,
salaries, benefits, reimbursable expenses and taxes (or allocations thereof) for
full and part time personnel involved in operation, maintenance and management.

(iii) Janitorial service; window cleaning; waste disposal; gas, water
and sewer charges (including add-ons); and landscaping, including all applicable
tools and supplies.

(iv) Property, liability and other insurance coverages carried by
Landlord, including deductibles and an allocation of a portion of the cost of
blanket insurance policies maintained by Landlord and/or its affiliates.

(v) Real estate taxes, assessments, business taxes, excises,
association dues, fees, levies, charges and other taxes of every kind and nature
whatsoever, general and special, extraordinary and ordinary, foreseen and
unforeseen, including interest on installment payments, which may be levied or
assessed against or arise in connection with ownership, use, occupancy, rental,
operation or possession, or substituted, in whole or in part, for a tax
previously in existence by any taxing authority, or paid as rent under any
ground lease. Real estate taxes do not include Landlord's income, franchise or
estate taxes (except to the extent such excluded taxes are assessed in lieu of
taxes included above).

(vi) Compliance with Applicable Law, including license, permit and
inspection fees; and all expenses and fees, including attorneys fees and court
costs, incurred in negotiating or contesting real estate taxes or the validity
and/or applicability of any governmental enactments which may affect Operating
Expenses; provided Landlord shall credit against Operating Expenses any refunds
received from such negotiations or contests to the extent originally included in
Operating Expenses (less Landlords costs).

(vii) Security services, to the extent provided or contracted for by
Landlord,

(viii) Goods and services purchased from Landlord's subsidiaries and
affiliates to the extent the cost of same is generally consistent with rates
charged by unaffiliated third parties for similar goods and services (except no
such limitation shall apply in emergencies).

(ix) Depreciation (or amortization) of expenditures incurred: (A) to
conform with Applicable Law; (B) to maintain Building Standards; or (C) with the
intention of promoting safe or reducing or controlling increases in Operating
Expenses, such as lighting retrofit and installation of energy management
systems. Such expenditures shall be depreciated or amortized uniformly over a
reasonable period of time determined by Landlord, together with interest on the
tmdepreciated or unamortized balance at the Prime Rate plus 2%.

(x) Electrical services used in the operation, maintenance and use of
the Project; sales, use, excise and other taxes assessed by governmental
authorities on electrical services supplied to the Project, and other costs of
providing electrical services to the Project.

(i) Leasing commissions, attorneys fees and other expenses related to
leasing tenant space and constructing improvements for the sole benefit of an
individual tenant.

(ii) ABS goods and services furnished to an individual tenant of the
Project which are separately reimbursable directly to Landlord in addition to
EOE.

(iii) Repairs required because of casualty or condemnation damage to
the extent of insurance or condemnation proceeds actually received by Landlord.

(iv) Except as provided in Paragraph 7(b)(ix), depreciation,
amortization, interest payments on any encumbrances on the Project and the cost
of capital improvements or additions and replacements.

(d) Estimated Monthly Payments. During each calendar year of the Term after
the Base Year, Tenant shall pay Landlord, in advance concurrently with each
monthly payment of Base Rent, 1/12th of Landlord's good-faith estimate of the
EOE to be payable by Tenant for such calendar year. By April 30th of the next
calendar year, or as soon thereafter as practical, Landlord shall furnish Tenant
a statement of actual Operating Expenses for the prior calendar year. Provided
no uncured Event of Default then exists hereunder (and no condition exists
which, with the passage of time or giving of notice, would become an Event of
Default), Landlord shall promptly refund any overpayment to Tenant for the prior
calendar year (or, at Landlord's option, apply such amount against Rent due or
to become due hereunder). Likewise, Tenant shall, within 30 days of Landlord's
invoice, pay Landlord any underpayment for the prior calendar year. The
foregoing obligations shall survive the Expiration Date. Landlord may alter its
billing procedures at any time, including adjusting estimated EOE based on
actual or expected increases in Operating Expenses. In no event shall Base Rent
be reduced if Operating Expenses for any calendar year are less than Operating
Expenses for the Base Year.

(e) (see footnote below)(3)

8. LANDLORD SERVICES.

(a) Basic Services. Landlord shall as an Operating Expense, furnish the
following services to the Premises (to which services Landlord may at any time
and from time to time make reasonable cha ages): (i) running tap water from the
local utility at the supply points provided for general tenant use; (ii)
heating, ventilating and air conditioning / "HVA C") 01 weekdays between 8:00
a.m. and 6:00 p.m. and Saturdays between 8:00 a.m. and 12:00 noon, excluding
generally recognized business holidays; (iii) janitorial service 5 days per week
(excluding holidays); (iv) exterior window washing; (v) non-exclusive passenger
elevators sufficient for ingress and egress to the Premises, subject to proper
authorization and the Rules and Regulations; (vi) routine maintenance of the
Common and Service Areas; and (vii) replacement of Building Standard light
bulbs, tubes and ballasts.

(b) Electrical Service.

(i) Landlord shall furnish Building Standard electrical service to the
Premises sufficient to operate customary lighting, office machines and other
equipment of similar low electrical consumption. Landlord may, at any time and
from time to time, calculate Tenant's actual electrical consumption in the
Premises either by a survey conducted by a reputable consultant selected by
Landlord, or through separate meters installed, maintained and read by Landlord,
all at Tenant's expense. The cost of ABS electrical consumption shall be paid by
Tenant in accordance with Paragraph 8(d).

(ii) Landlord reserves the right to select the provider of electrical
services to the Building and/or the Project. To the fullest extent permitted by
Applicable Law, Landlord shall have the continuing right, upon 30 days written
notice, to change such utility provider and install a submeter for the Premises
at Tenant's expense. All charges and expenses incurred by Landlord due to any
such changes in electrical services, including maintenance, repairs,
installation and related costs, shall be incltided in the electrical services
costs referenced in Paragraph 7(h)(x), unless paid directly by Tenant.

(3)(e) Right to Audit. Within 60 days (the "Audit Election Period")
after Landlord furnishes its statement of actual Operating Expenses for any
calendar year (including the Base Year), Tenant may, at its expense during
Landlords normal business hours, elect to audit Landlords Operating
Expenses for such calendar year only, subject to the following conditions:
(i) the audit shall be prepared by a certified public accounting firm of
recognized national standing; (ii) in no event shall any audit be performed
by a firm retained on a 'contingency fee' basis; (iii) the audit shall
commence within 30 days after Landlord makes Landlords hooks and records
available to Tenant's auditor and shall conclude within 60 days after
commencement; (iv) the audit shall be conducted where Landlord maintains
its books and records and shall not unreasonably interfere with the conduct
of Landlord's business; (v) Tenant and its accounting firm shall treat any
audit in a confidential manner and shall each execute Landlord's
confidentiality agreement for Landlord's benefit prior to commencing the
audit; (vi) the accounting firm's audit report shall, at no charge to
Landlord, be submitted in draft form for Landlords review and approval
before the final approved audit report is delivered to Landlord; and (vii)
there is no uncured Event of Default under this Lease. Notwithstanding the
foregoing, Tenant shall have no right to conduct such an audit to the
extent Landlord furnishes to Tenant an audit report for the calendar year
in question prepared by an independent certified public accounting firm of
recognized national standing (whether originally prepared for Landlord or
another party). This paragraph shall not he construed to limit or ▇▇▇▇▇
Tenant's obligation to pay Rent when due, including estimated EOE. Landlord
shall credit any overpayment determined by the approved audit against the
next sums due and owing by Tenant or, if no further Rent is due, refund
such overpayment directly to Tenant. Likewise, Tenant shall pay Landlord
any underpayment determined by the approved audit within 30 days of
determination. The foregoing obligations shall survive the Expiration Date.
If Tenant does not give written notice of its election to audit Landlord's
Operating Expenses during the Audit Election Period, Landlord's Operating
Expenses for the applicable calendar year shall be deemed approved for all
purposes, and Tenant shall have no further right to review or contest the
same.

(iii) If submetering is installed for the Premises, Landlord may
charge for Tenant's actual electrical consumption monthly in al-rears at
commercially reasonable rates determined by Landlord, except as to electricity
directly purchased by Tenant from third party providers. Even if the Premises
are submetered, Tenant shall remain obligated to pay its proportionate share of
the cost of electrical services as provided in Paragraph 7(b)(x), except that
Tenant shall be entitled to a credit against electrical services costs eqtial to
that portion of the amounts actually paid by Tenant separately and directly to
Landlord which are attributable to Building Standard electrical services
submetered to the Premises.

(c) Parking. Landlord shall provide the Parking Permits described in Pa
agraph 1, which shall allow "in-c udout" privileges to the designated parking
facilities or areas using parking access cards or permits, as applicable. No
deductions from the monthly charge shall be made for days on which the pai-ld ~g
facilities are not used by Tenant. Landlord shall have the continuing right to
change the designation of such parking facilities or areas. Tenant, its
employees, contractors and invitees, shall at all times comply with the
applicable parking rules issued from time to time. Neither Tenant nor its
employees shall use any parking spaces designated for visitors or other
occupants of the Project. Tenant shall, within 15 days of Landlord's written
request, furnish Landlord a complete list of license plate numbers for all
vehicles operated by any Tenant Party. Tenant's sole remedy for any period
during which Tenant's use of any Parking Permit is precluded for any reason
shall be abatement of parking charges for such precluded permits.

(d) ABS Services. Building Standard services are furnished based upon
Building Standard (i) leasehold improvements; (ii) population density; (iii)
electrical consumption; (iv) electrical design capacity; and (v) hours of
operation (not to exceed 280 hours per month), and any other applicable
qualifications set forth in this Lease. "ABS" means over and above Building
Standard (including related modifications and equipment changes). All requests
for ABS services, whether HVAC, electrical, janitorial or other services, shall
be made in writing and are subject to Landlord's prior written approval, which
may include, as a condition to such approval, the imposition of restrictions or
other requirements by Landlord. Landlord shall install any equipment or other
modifications necessary to furnish any approved ABS services, all at Tenant's
expense (including all related consulting, acquisition, installation and
maintenance costs). Unless otherwise specified in this Lease, Tenant shall,
within 15 days of invoicing, pay the foregoing expenses and Landlord's
then-quoted standard charges for any ABS services furnished to or necessitated
by any Tenant Party. Landlord may withhold its consent to any ABS services or,
having previously granted consent, terminate or suspend any ABS services (and
remove any i-elated equipment or modifications at Tenant's expense), if (A)
Landlord determines the provision or continuation of such ABS services is
unnecessary or could damage the Building or Project Systems, create a dangerous
condition, entail unreasonable Alterations or expense, or disturb other tenants
in the Building; or (B) there exists an Event of Default or other condition
which, with the passage of time or giving of notice, would become an Event of
Default. ABS HVAC shall be furnished upon Tenant's written request given no
later than 12:00 noon of the preceding business day.

(e) Service Interruptions. Upon interruption of any service furnished by
Landlord under this Lease (a "Service Interruption") other than a Service
Interruption for scheduled maintenance, tests and inspections, Tenant shall
immediately notify Landlord, in which event Landlord shall use commercially
reasonable efforts to restore such service to the Premises. No Service
Interruption shall (i) constitute a breach by Landlord under this Lease; (ii)
relieve Tenant of any obligation under this Lease (except as provided below); or
(iii) be deemed a constructive eviction of Tenant from the Premises. Commencing
on the 4 consecutive business day of any Service Interruption within Landlord's
control, and except to the extent such Service Interruption is caused by a
Tenant Party, Tenant shall, as its sole remedy, be entitled to an equitable
diminution of Base Rent based upon the pro rata portion of the Premises rendered
unfit for occupancy for the Permitted Use. In the event of any conflict between
this Paragraph 8(e) and the casualty and condemnation provisions of Paragraphs
15 and 16, the latter shall control. EXCEPT AS PROVIDED IN THE PRECEDING
SENTENCE, AND TO THE FULLEST EXTENT PROVIDED BY PARAGRAPH 13(f), TENANT WAIVES
ALL CLAIMS AGAINST THE LANDLORD PARTIES ARISING FROM SERVICE INTERRUPTIONS.

(4) 6th

9. OCCUPANCY AND CONTROL.

(a) Permitted Uses. The Premises shall be used by Tenant (and its permitted
Transferees) solely for the "Permitted Use" consistent with Building Standard
services, population density and hours of operation. The following ancillary
uses shall not be permitted in the Premises unless they are strictly limited to
the exclusive use of Tenant's employees and do not, in the aggregate, occupy
more than 10% of the RSF of the Premises or of any single floor (whichever is
less):
credit union; data processing; schools, training and other educational purposes;
telemarketing; collection agency; reservation centers; or storage. Tenant agrees
that the following uses are expressly prohibited i t the Premises: government
offices or agencies; personnel agencies; medical treatment and health care;
restaurants and other retail; customer service offices of a ptiblic utility
company; or any other purpose which would, in Landlord's reasonable opinion,
impair the reputation or quality of the Building, create unreasonable or
excessive demands or loads on any Project Systems, Common Areas or parking
facilities, impair Landlord's efforts to lease space or otherwise interfere with
the operation of the Project.

(b) Rules and Regulations. During the Term, Tenant shall comply with the
"Rules and Regulations" established by Landlord for the Project, as amended from
time to time. The current Rules and Regulations are attached as Exhibit "E".
This Lease shall control in the event of any conflict between this Lease and any
Rules and Regulations.

(c) Signage. Tenant shall not, without Landlord's prior written approval,
paint, affix, erect, display or distribute any signs, advertisements or notices
upon (or visible from) the exterior of the Premises or elsewhere in the Project,
except for Building Standard tenant identification information permitted by
Landlord in the main building directory or adjacent to the main entrance to the
Premises.(5)

(d) Consents. Where Landlord's consent or approval is required in this
Lease, Landlord may withhold such consent or approval in its sole discretion,
except as otherwise specified in the applicable provision. If Tenant requests
Landlord's consent or approval under any provision of this Lease and Landlord
fails or refuses to give such consent or approval, Tenant's sole remedy shall be
an injunction or an action for specific performance.

10. TENANT'S COVENANTS. Tenant covenants and agrees as follows:

(a) Tenant's Operations. Tenant shall, at its expense, promptly comply with
Applicable Law in its use and occtipancy of the Premises (including construction
of any Alterations required by Applicable Law). Tenant shall not do or permit
anything to be done in the Premises which shall in any way (i) obstruct or
interfere with the operation of the Project or with the rights of other tenants
of the Project; (ii) injure, disturb or annoy other tenants of the Project,
including the emission of offensive odors, noises or vibrations; (iii) tend to
harm the reputation of Landlord or the Project; (iv) deceive or defraud the
public; or (v) increase Landlord's insurance costs.

(b) No Recordation or Liens. Tenant shall not record this Lease (or a
memorandum thereof). Tenant shall not in any way encumber any interest in the
Premises or the Project, and shall cause any liens arising from acts or
omissions of, or due to a Claim against, a Tenant Party to be promptly
discharged by payment, bonding or otherwise. If Tenant fails to timely discharge
any such lien, Landlord may, without further notice to Tenant, discharge such
lien in any reasonable manner determined by Landlord on Tenant's behalf and at
Tenant's expense, payable within 30 days of Landlord's invoice.

(5) Subject to the requirements of the immediately preceding sentence,
Tenant shall have the right to have its company logo painted on the glass
entryway to the Building, at its sole cost and expense, and consistent in
size, design, type, manner and form with all such signage currently in
place on such glass entryway ("Signage"'). Tenant agrees not to make any
alterations or additions to the Signage without in each instance first
obtaining the written approval of Landlord, which approval shall not be
unreasonably withheld.

(c) Security. Tenant shall (i) take reasonable steps to secure the Premises
and the personal property of all Tenant Parties in the Common Areas and parking
facilities of the Project, from unlawful intrusion, theft, fire and other
hazards; (ii) keep and maintain in good working order all ABS security devices
installed in the Premises (such as locks, smoke detectors and burglar alarms),
which shall be integrated with any other Building security systems; and (iii)
cooperate with Landlord and other tenants in the Project on security matters.
Tenant acknowledges that Landlord is not a guarantor of the security or safety
of the Tenant Parties or their property, and that such matters are the
responsibility of Tenant and the local law enforcement authorities. To THE
FULLEST EXTENT PROVIDED BY PARAGRAPH 13(f), TENANT WAIVES ALL CLAIMS AGAINST
TI-IE LANDLORD PARTIES RELATED TO SECURITY IN THE PREMISES OR THE PROJECT.

(d) Telecommnnications. Tenant shall, at its expense, arrange for all
voice, data and other telecommunications services to be furnished to the
Premises ("Telecommunications Services") by third party providers ("Providers").
However, Landlord reserves the right to (i) control access to, and use and
maintenance of, the Project Systems, roof, equipment areas and riser space of
the Building; (ii) renegotiate the terms (whether implied, oral or written)
under which any Providers furnish Telecommunications Services in the Building as
of the Commencement Date (collectively, "Current Providers"); provided, however,
such re-negotiation shall not prevent a Current Provider from furnishing
Telecommunications Services to the Premises; (iii) require Providers to enter
into a written license agreement with Landlord; and (iv) require Providers to
furnish customary evidence of financial creditworthiness and business reputation
acceptable to Landlord. After the Commencement Date, Tenant shall give Landlord
90 days prior written notice of Tenant's desire to use a new Provider who is not
a Current Provider. Tenant shall not extend Telecommunications Services, or
otherwise make its telecommunications facilities available, to other tenants or
occupants of the Project without Landlord's prior written consent. To THE
FULLEST EXTENT PROVIDED BY PARAGRAPH 13(f), TENANT WAIVES ALL CLAIMS AGAINST THE
LANDLORD PARTIES ARISING, OR ALLEGED TO ARISE, IN CONNECTION WITH
TELECOMMUNICATIONS SERVICES.

(e) Taxes. Tenant shall promptly pay directly to the taxing authority all
sales and/or ad valorem taxes now or hereafter levied by separate ▇▇▇▇ on
Tenant's personal property and ABS leasehold improvements. Tenant Waives all
rights under Applicable Law to protest appraised values or receive notice of
reappraisal regarding the Project (incltiding Landlord's personalty),
irrespective of whether Landlord contests same. To the extent such Waiver is
prohibited, Tenant appoints Landlord as Tenant's attorney-in-fact, coupled with
an interest, to appear and take all actions which Tenant would otherwise be
entitled to take under Applicable Law.

(f) Third Party Commissions, Tenant represents and warrants that no broker
or agent has represented Tenant in connection with this Lease except The
Staubach Company, which is acting as Tenant's agent6 in connection with this
Lease7. Tenant shall Indemnify and Defend each Landlord Party against any Claims
for real estate commissions or fees in connection with this Lease made by any
party Claiming through Tenant(8).

(g) Estoppel Letters and Financial Statements. Within 5 business days after
written request, Tenant shall execute and deliver to Landlord and/or its
designee (i) a current and complete financial statement for Tenant certified as
true and correct by Tenant's chief financial officer; and/or (ii) an estoppel
letter certifying (A) as true and correct, a copy of this Lease and any
amendments; (B) the then-effective business terms under Paragraph 1; (C) whether
Landlord is in defatilt and, if so, the nature of such default; (D) the date to
which Rent has been paid; and (E) any other matters Landlord, Landlord's
Mortgagee or any prospective purchaser may require; provided such statements are
true and accurate. Tenants failure to timely execute and return the requested
estoppel letter shall be conclusive evidence of the matters set forth therein.

(6) ("Tenant's Broker")

(7) and whose commission shall be paid by Landlord in the amount which
is the lesser of (i) six percent (60 o) of the total value of this Lease
(less the value for any Renewal Periods or for any Preferential Space [both
terms as hereinafter defined]) less any concessions and (ii) $3.00 per RSF
of the Premises.

(8) except as pertains to the commission referenced in the foregoing
sentence

11. REPAIRS, MAINTENANCE AND ALTERATIONS.

(a) Landlord's Obligations. Landlord shall maintain the roof, foundation,
exterior windows and surfaces, load-bearing components of the Building and the
Project Systems, except (i) for wiring, ducts, conduit, plumbing or pipes within
leased space (even if installed by Landlord); (ii) for damage caused by a Tenant
Party; or (iii) as otherwise provided in this Lease.

(b) Tenant's Obligations. Tenant shall throughout the Term keep the
Premises and all furnishings, trade fixtures, equipment and leasehold
improvements therein in good condition and repair, including all necessary
repairs and replacements, but excluding ordinary wear and tear and damage from
casualty or condemnation, If Tenant fails to do so within 15 days after written
notice, Landlord may make the necessary repairs or replacements, and Tenant
shall reimburse Landlord therefor, plus a 15% administrative fee, within 15 days
of Landlord's invoice, Tenant shall not in any manner deface or injure any part
of the Project, and shall, upon demand, pay the cost (plus 15%) of Landlord's
repair and replacement of any damage or injury caused by any Tenant Party.

(c) Alterations. Except as expressly provided below, no alterations or
improvements to the Premises (collectively, "Alterations") shall be made without
Landlord's prior written consent, which shall not be unreasonably withheld.
Provided Tenant gives Landlord prior written notice and otherwise complies with
the provisions of this Paragraph, Landlord's consent shall not be required with
respect to Alterations which do not exceed the lesser of $10,000 or $1.00 per
RSF in the Premises in aggregate cost in any 12 month period. In no event shall
(and it shall be reasonable for Landlord to withhold its consent if) any
Alterations (i) interfere with construction in progress or other tenants in the
Project; (ii) adversely affect or alter the Project Systems, structural
integrity or exterior appearance of the Building; (iii) impair Building Standard
services or require ABS services (either during or after such work); (iv) be
visible from the exterior of the Premises or the Building; or (v) be permitted
if any uncured Event of Default then exists (or any condition exists which, with
the passage of time or giving of notice, would become an Event of Default). At
least 1 5 business days prior to commencing construction, Tenant shall in each
instance, whether or not Landlord's consent is required, furnish complete plans
and specifications for any proposed Alterations for Landlord's review and
approval. All Alterations shall be constructed at Tenant's expense (plus a
construction management fee to Landlord equal to 10% of the contract price) in a
good and workmanlike manner, and otherwise in compliance with Applicable Law,
the Rules and Regulations, Building Standard construction criteria and
Landlord's other reasonable requirements. Tenant acknowledges that Landlord is
no an architect or engineer, and that the Alterations will be designed and/or
constructed by Land lord using independent architects, engineers and contractors
(except for Alterations for which Landlord's prior written consent is not
required, which shall be constructed by Tenant using Landlord's approved
contractors). Accordingly, Landlord does not guarantee or warrant that the
applicable construction documents will comply with Applicable Law or be free
from errors or omissions, nor that the Alterations will be free from defects,
and Landlord will have no liability therefor. Upon completion, Tenant shall at
its expense, provide Landlord with "as built" plans on Landlord's CAD system (or
other format requested by Landlord).

12. ASSIGNMENT AND SUBLETTING BY TENANT.

(a) Transfer. Tenant shall not, without Landlord's prior written consent in
each instance in accordance with Paragraph 12(c), convey, assign or encumber
this Lease or any interest herein, directly or indirectly, voluntarily or by
operation of law, including the merger or conversion of Tenant with or into
another entity, or sublet all or any portion of the Premises, or permit the use
or occupancy of any part of the Premises by anyone other than Tenant
(collectively, "Transfer"). If Tenant is other than an individual, any change in
"control" of Tenant shall constitute a Transfer, and the surviving party in
control shall be the Transferee. "control" means the direct or indirect power to
direct or cause direction of the management and policies of an entity, whether
through ownership of voting securities, by contract or otherwise. Conversely,
Tenant shall not sublease space from, or assume the lease obligations of,
another tenant in the Project without Landlord's prior written consent,
Following any Transfer, Tenant (and any guarantors) shall remain fully liable
under this Lease, as then or thereafter amended with or without notice to or
consent of Tenant (or any guarantors), and Landlord may proceed directly under
this Lease against Tenant (or any guarantor) without first proceeding against
any other party. Tenant shall give Landlord written notice of any proposed

Transfer at least 30 days prior to the anticipated effective date of the
proposed Transfer, which notice shall include a complete detailed written
description of the Transfer; the name, address, business and intended use of the
Transferee; a current audited financial statement for the Transferee certified
by recognized accounting firm; a copy of the proposed Transfer document;
appropriate evidence of the existence, good standing and signature authority of
the Transferee in the State; and such other pertinent information as Landlord
reasonably requests, together with Landlord's then-quoted Transfer processing
fee. If the proposed Transferee is subject to any new requirements tinder
Applicable Law (including ADA), (i) Tenant shall be liable for any costs or
expenses to comply with such requirements, and (ii) to the extent such
requirements require Alterations, Tenant shall deliver for Landlord's approval
plans and specifications complying with such additional requirements and
acceptable security assuring timely, lien-free completion of construction. If
the aggregate consideration paid to Tenant for a Transfer exceeds that payable
by Tenant under this Lease (prorated according to the Transferred interest),
then Tenant shall, within 15 days after receipt, pay such excess to Landlord.(9)

(b) Landlord's Options. Within 30 days after receipt of all required
Transfer information, Landlord shall give Tenant written notice of its election
(i) to consent to the Transfer; or (ii) to terminate this Lease as of the
effective date of the Transfer as to the space covered by such Transfer for the
remainder of the Term, in which event Tenant shall, subject to Paragraph 18, be
relieved of its obligations accruing after the termination date with respect to
the terminated interest; or (iii) not to consent to the Transfer, in which event
this Lease shall continue in full force and effect. If Landlord fails to timely
make such election, Landlord shall be deemed to have elected option (iii) above.
Any Transfer occurring without Landlord's consent shall be void and shall
constitute an Event of Default hereunder. In any event, all renewal and
expansion options and other preferential rights tinder this Lease are personal
to the original Tenant under this Lease and shall not be exercisable by any
Transferee. Neither Landlord's acceptance of any name for listing on the
Building directory or other signage, nor Landlord's acceptance of Rent from any
Transferee, shall be deemed, or substitute for, Landlord's consent to a
Transfer.

(c) Consent. Landlord shall not unreasonably withhold consent to any
Transfer pursuant to Paragraph 12(b)(iii). Landlord shall not be deemed to have
unreasonably withheld consent if: (i) Transferee's financial condition is not
reasonably satisfactory to Landlord or does not evidence Transferee's ability to
pay its obligations (including those undertaken in connection with the Transfer)
when due; (ii) the net worth of Transferee (plus any guarantor) is less than
that of Tenant (plus any guarantor) as of the Date of Lease or the effective
date of Transfer whichever is greater; (iii) Transferee refuses to provide
additional security required by Landlord as a result of a change in financial
creditworthiness or legal structure, such as increased security deposit,
guaranties, etc.; (iv) Transferee's use of the Premises conflicts with the
Permitted Use or any exclusive usage rights granted to any other tenant in the
Building; (v) the rise, nature, business, activities or reputation in the
business community of Transferee (or its principals, employees or invitees) are
not acceptable to Landlord;

(9) Notwithstanding the foregoing, Landlord shall consent to a
Transfer to an Affiliate (as defined below) unless: (i) Transferee's use of
the Premises conflicts with the Permitted Use or any exclusive usage rights
granted to any other tenant in the Building; (ii) the use, nature,
business, activities or reputation in the business community of Transferee
(or its principals, employees or invitees) are not acceptable to Landlord;
(iii) either the Transfer or any consideration payable to Landlord in
connection therewith adversely affects the real estate investment trust (or
pension fund) qualification tests applicable to Landlord or its affiliates;
(iv) an uncured Event of Default exists under this Lease (or a condition
exists which, with the passage of time or giving of notice, would become an
Event of Default); (v) Transferee is an occupant of, or Landlord is
otherwise engaged in lease negotiations with Transferee for, other premises
in the Project; (vi) Transferee is or has been involved in a dispute or
litigation with any Landlord Party; or (vii) Transferee fails to execute
Landlord's then-standard form of consent document, which will contain, in
the event of an assignment, an assumption by Transferee of all obligations
of Tenant under this Lease accruing after the date of Transfer. The term
"Affiliate" means any person or entity controlling, controlled by or under
common control with Tenant.

(vi) either the Transfer or any consideration payable to Landlord in connection
therewith adversely affects the real estate investment trust (or pension fund)
qualification tests applicable to Landlord or its affiliates; (vii) an uncured
Event of Default exists under this Lease (or a condition exists which, with the
passage of time or giving of notice, would become an Event of Default); (viii)
Transferee is an occupant of, or Landlord is otherwise engaged in lease
negotiations with Transferee for, other premises in the Project; or (ix)
Transferee is or has been involved in a dispute or litigation with any Landlord
Party.

13. INDEMNITY.

(a) Definitions,

(i) Parties. The "Tenant Parties" are Tenant and its shareholders,
members, managers, partners, directors, officers, employees, agents,
contractors, sub lessees, licensees and invitees. The "Landlord Parties" are
Landlord, the manager of the Building, Landlord's Mortgagee(s) and any
affiliates or subsidiaries of the foregoing, and all of their respective
officers, directors, employees, shareholders, members, partners, agents and
contractors. A "Beneficiary" is the intended recipient of the benefits of
another party's Indemnity, Waiver or obligation to Defend.

(ii) Claims and Injuries. "Claims" means all damages, losses,
injuries, penalties, disbursements, costs, charges, assessments, expenses
(including legal, expert and consulting fees and expenses incurred in
investigating, Defending or prosecuting any allegation, litigation or
proceeding), demands, litigation, settlement payments, causes of action (whether
in tort or contract, in law, at equity or otherwise) or judgments. "Insurable
Injuries" refers to "advertising injury", "bodily injur , "personal injury" and
"property damage" collectively, as such terms are defined in Insurance Services
Office, Inc. ("ISO") form CG 0001 1093 "Commercial General Liability". "Tenant's
Insurable Injuries" are Insurable Injuries occurring (A) in the Premises or (B)
outside the Premises and caused or suffered by a Tenant Party.

(iii) Indemnify, Waive and Defend. "Indemnify" means to protect and
hold a party harmless from and against a potential Claim and/or to compensate a
party for a Claim actually incurred. "Waive" means to knowingly and voluntarily
relinquish a right and/or to release another party from liability. No Waive
shall occur except by a writing signed by the party against whom the Waiver is
claimed. No Waiver in one instance shall be deemed a Waiver in another instance,
however similar. No demand for or acceptance of partial payment or performance
shall Waive the underlying obligation or breach unless expressly agreed in
writing. "Defend" means to provide a competent legal defense of a Beneficiary
against a Claim with counsel reasonably acceptable (and at no cost) to the
Beneficiary.

(b) Indemnity Regarding Tenant's Performance. To THE FULLEST EXTENT
PROVIDED BY PARAGRAPH 13(f), TENANT SHALL INDEMNIFY AND DEFEND THE LANDLORD
PARTIES AGAINST ALL CLAIMS ARISING, OR ALLEGED TO ARISE, FROM THE FOLLOWING: (i)
ANY ACT OR OMISSION OF ANY TENANT PARTY, INCLUDING THE CONDUCT OF TENANT'S
BUSINESS IN THE PREMISES AND ANY INCREASE IN THE PREMIUM FOR ANY INSURANCE
POLICY CARRIED BY LANDLORD RESULTING THEREFROM; OR (ii) ANY MISREPRESENTATION
MADE BY TENANT OR ANY GUARANTOR OF TENANT'S OBLIGATIONS IN CONNECTION WITH THIS
LEASE.

(c) Indemnity Regarding Tenant's Insurable Injuries. TO THE FULLEST EXTENT
PROVIDED BY PARAGRAPH 13(f), TENANT SHALL INDEMNIFY AND DEFEND THE LANDLORD
PARTIES AGAINST ALL CLAIMS ARISING, OR ALLEGED TO ARISE, FROM TENANT'S INSURABLE
INJURIES.

(d) Indemnity Regarding Landlord's Insurable Injuries. To THE FULLEST
EXTENT PROVIDED BY PARAGRAPH 13(f), BUT SUBJECT TO ANY LIMITATIONS CONTAINED
ELSEWHERE IN THIS LEASE, INCLUDING PARAGRAPH 23, LANDLORD SHALL INDEMNIFY AND
DEFEND THE TENANT PARTIES AGAINST ALL CLAIMS ARISING FROM INSURABLE INJURIES
SUFFERED BY THIRD PARTIES IN THE COMMON AREAS OR SERVICE AREAS TO THE EXTENT
CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, BY THE NEGLIGENT OR WILLFUL ACT OR
OMISSION OF ANY LANDLORD PARTY, BUT NOT AS TO CLAIMS FOR WHICH THE LANDLORD
PARTIES ARE INDEMNIFIED PURSUANT TO PARAGRAPHS 13(b) AND 13(c).

(e) Waivers, To THE FULLEST EXTENT PROVIDED BY PARAGRAPH 13(1), (i) TENANT
WAIVES ALL CLAIMS AGAINST THE LANDLORD PARTIES ARISING, OR ALLEGED TO ARISE,
FROM (A) TENANT'S INSURABLE INJURIES, (B) ANY INSURABLE INJURIES TO ANY TENANT
PARTY CAUSED BY PARTIES OTHER THAN LANDLORD PARTIES, OR (C) BUSINESS
INTERRUPTION OR LOSS OF USE OF THE PREMISES SUFFERED BY TENANT; AND (ii)
LANDLORD WAIVES ALL CLAIMS AGAINST THE TENANT PARTIES ARISING, OR ALLEGED TO
ARISE, FROM THE DAMAGE TO OR LOSS OF TANGIBLE PROPERTY BELONGING TO A LANDLORD
PARTY.

(f) Scope of Indemnities and Waivers. ALL INDEMNITIES, WAIVERS AND
OBLIGATIONS TO DEFEND, WHEREVER CONTAINED IN THIS LEASE, (i) SHALL BE ENFORCED
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF THE
APPLICABLE BENEFICIARY THEREOF, REGARDLESS OF ANY EXTRAORDINARY SHIFTING OF
RISKS, AND EVEN IF THE APPLICABLE CLAIM IS CAUSED BY THE ACTIVE OR PASSIVE
NEGLIGENCE OR SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH
BENEFICIARY, ANT) REGARDLESS OF WI-IETHER LIABILITY WITHOUT FAULT OR STRICT
LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST SUCH BENEFICIARY, BUT NOT TO THE
EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS IN A FINAL JUDGMENT THAT A
CLAIM IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH
BENEFICIARY; (ii) ARE INDEPENDENT OF, AND SHALL NOT BE LIMITED BY, EACH OTHER OR
ANY INSURANCE OBLIGATIONS IN THIS LEASE (WHETHER OR NOT COMPLIED WITH); AND
(iii) SHALL SURVIVE THE EXPIRATION DATE UNTIL ALL RELATED CLAIMS AGAINST THE
BENEFICIARIES ARE FULLY AND FINALLY BARRED BY APPLICABLE LAW. NOTWITHSTANDING
THE POTENTIAL FOR EXTRAORDINARY SHIFTING OF RISK, LANDLORD AND TENANT
ACKNOWLEDGE THAT THEY HAVE EXECUTED THIS LEASE IN MATERIAL RELIANCE UPON
INCLUSION OF EACH SUCH INDEMNITY AND WAIVER.

(g) Reliance, In reliance on Tenant's Indemnities and Waivers in this Lease
and Tenant's insurance required by Paragraph 14(b), Landlord shall not carry
primary insurance for Tenant's Insurable Injuries. Tenant acknowledges that (i)
if Landlord had been required to carry primary insurance for Tenant's Insurable
Injuries, the Rent payable under this Lease would have been higher; and (ii)
Tenant is relying not on Landlord or Landlord's insurance in order to pay Claims
arising from Tenant's Insurable Injuries, but rather on (A) the insurance
required under Paragraph 14(b) and any additional insurance Tenant has elected
to carry as to Claims covered by insurance, (B) Tenant's own funds as to
deductibles, self-insured retentions under Tenant's insurance and Claims which
exceed Tenant's insurance limits, and (C) third parties (other than Landlord
Parties) as to Claims arising from the third party actions not covered by
Landlord's Indemnity.

14. INSURANCE.

(a) Landlord's Insurance. Landlord shall, as an Operating Expense, procure
and maintain (i) commercial general liability insurance with a combined single
limit of at least $5,000,000, and (ii) special form or all risks property
insurance covering the full replacement cost of (A) the shell and core of the
Building, (B) any fixtures and leasehold improvements Landlord is required by
this Lease to restore, and (C) any equipment and other personal property owned
by Landlord and used in connection with the Building.

(b) Tenant's Insurance.

(i) Required Policies. Tenant shall, at its sole expense, procure and
maintain the following insurance coverages throughout the Term:

(A) Commercial general liability insurance on ISO Form CG
00011093 or CG 0001 0695 (or, if Tenant has 2 or more locations
covered by the policy and the policy contains a general aggregate
limit, ISO form amendment "Aggregate Limits of Insurance Per Location"
CG 2504 1185) in the amounts and with the coverages described in
Exhibit "F-1". Landlord Parties shall be included as "additional
insureds" using ISO additional insured form CG 2026 1185, without
modification. A waiver of subrogation in favor of Landlord Parties
using ISO form CG 2404 1093 is also required.

(B) Workers' compensation and employer liability coverage
with a waiver of subrogation in favor of the Landlord Parties on
endorsement form WC 429394 (Texas only) or ISO form WC 000313 (all
other states) and in the amounts and with the coverages described in
Exhibit "F-1".

(C) "Special form" or "all risks" property insurance on ISO
form CP 1030 (or equivalent Business Owner's Policy) in conformity
with Exhibit "F-2" with no exclusions other than standard printed
exclusions, including an ordinance or law coverage endorsement and a
waiver of subrogation in favor of the Landlord Parties, and covering
100% replacement cost of Tenant's furnishings, trade fixtures,
equipment and inventory ("Tenant's FF&E") and all ABS improvements and
Alterations to the Premises. The Landlord Parties shall be shown as
"loss payees as their interests may appear".

(D) Business income and extra expense coverage for 6 months'
income and expenses with waiver of subrogation in favor of the
Landlord Parties.

(ii) Form of Policies and Additional Requirements. All insurance
providers shall maintain ratings of Best's Insurance Guide A/VIII or Standard &
Poor Insurance Solvency Review A-, or better. All carriers must be admitted to
engage in the business of insurance in the State. All policies must be primary,
with the policies of Landlord and Landlord's Mortgagees being excess, secondary
and noncontributing. No cancellation, non-renewal or material modification shall
occur without 30 days' prior written notice by the insurance carrier to Landlord
and Landlord's Mortgagees. Tenant shall reinstate any aggregate limit which is
reduced because of losses paid to below 75% of the limit required by this Lease.
No policy shall contain a deductible or self-insured retention in excess of
$10,000 without Landlord's prior written approval. Tenant shall, at its expense,
also procure and maintain any other insurance coverages Landlord or Landlord's
Mortgagees may require.

(iii) Evidence of Insurance. Commercial general liability and workers'
compensation insurance must be evidenced by ▇▇▇▇▇ form 25 "Certificate of
Insurance" in the form and substance of Exhibit "F-1", and property and business
income insurance must be evidenced by ▇▇▇▇▇ form 27 "Evidence of Property
Insurance" in the form and substance of Exhibit "F-2" (collectively, the
"Certificates"). The Certificates must be delivered with the executed Lease, and
new Certificates must be delivered no later than 30 days prior to expiration of
the current policies. Copies of endorsements required by this Lease must be
attached to the Certificates delivered to Landlord. If requested in writing by
Landlord, Tenant shall promptly deliver to Landlord a certified copy of any
insurance policies required by this Lease. If the forms of policies,
endorsements, certificates or evidence of insurance required by this Paragraph
are superseded or no longer available, Landlord shall have the right to require
other equivalent or better forms.

15. FIRE OR CASUALTY.

(a) No Restoration. If the Premises or the Building are damaged by fire or
other casualty to the extent that reconstruction cannot reasonably be completed
within 1 year after the date of damage, as determined by Landlord, or more than
50% of the RSF of the Premises becomes untenantable due to casualty damage
within the last 12 months of the Term, then either Landlord or Tenant may, by
written notice given within 90 days of such damage, terminate this Lease, in
which event Tenant shall be entitled to a fair diminution of Base Rent while and
to the extent Tenant is unable to conduct its business in the Premises.

(b) Restoration. If this Lease is not so terminated, Landlord shall
reconstruct the Premises and/or the Building to substantially the same condition
as existed immediately prior to the date of damage, except that Landlord shall
not be required to spend more than the insurance proceeds made available for
such purposes by Landlord's Mortgagee. However, Landlord shall only be required
to reconstruct the Building Standard leasehold improvements existing in the
Premises on the date of damage (" Landlord's Contribution"). Tenant shall pay
the difference between the total cost of reconstructing the Premises and
Landlord's Contribution ("Tenant's Contribution"). Prior to Landlord's
commencement of reconstruction, Tenant shall place Landlord's estimate of
Tenant's Contribution in escrow with Landlord (or furnish Landlord with other
commercially reasonable assurances of payment). Tenant shall be entitled to a
fair diminution of Base Rent while and to the extent Tenant is unable to conduct
its business in the Premises.

16. CONDEMNATION. If any portion of the Premises becomes permanently
untenantable upon condemnation (or conveyance by deed in lieu thereof) of any
portion of the Project, then either Landlord or Tenant may, by written notice
given within 60 days after the date of the taking, terminate this Lease as to
the untenantable portion of the Premises effective as of the date of the taking.
If this Lease is so terminated as to only part of the Premises, Landlord shall
(a) grant a fair diminution of Base Rent; and (b) make all repairs necessary to
convert the remaining Premises to a complete architectural and tenantable unit,
but only to the extent proceeds attributable to the area taken (based on an
equitable allocation excluding any award for land) are made available for such
purpose by Landlord's Mortgagee. Tenant Waives the right to assert any Claim for
the taking (or conveyance by deed in lieu thereof) of any right, interest or
estate under this Lease, and assigns such right to Landlord. However, Tenant
may, to the extent permitted by Applicable Law, pursue a Claim for its moving
expenses, inconvenience and business interruption in a proceeding independent of
Landlord's condemnation suit, so long as Landlord's award is not thereby reduced
or delayed.

17. DEFAULTS AND REMEDIES.

(a) Events of Default. Each of the following shall be an "Event of Default"
under this Lease: (i) Tenant fails to pay any monetary obligation under this
Lease when due; provided that the first such failure during any consecutive 12
month period shall not be an Event of Default if Tenant pays the amount due
within 5 days after written notice from Landlord; or (ii) Tenant fails to comply
with any non-monetary obligation under this Lease within 10 days after written
notice or, if such non-monetary failure is of a nature requiring more than 10
days to cure using reasonable diligence, fails to promptly commence such cure
within such 10-day period and thereafter diligently prosecute same to completion
within 10 additional days (provided that the foregoing notice procedure shall
not apply to the occurrences described in clauses (iii) through (ix) below for
which only a single informative notice without opportunity to cure is
necessary); or (iii) Tenant fails to comply with any single provision of this
Lease more than 2 times during any consecutive 12 month period during the Term
regardless of cure; (iv) the failure to dismiss any petition filed by or against
Tenant or any guarantor under the U.S. Bankruptcy Code (or similar law) within
45 days; or (v) the assignment of, or appointment of a receiver or trustee for,
Tenant's leasehold interest or substantially all of the assets of Tenant or any
guarantor; or (vi) Tenant fails to take possession of, or subsequently abandons
or vacates, the Premise 10; or (vii) if Ten ant is a legal entity, Tenant
dissolves, liquidates or otherwise ceases to exist in good standing in the
State; or (viii) the death or dissolution of any guarantor; or (ix) Tenant
becomes or is declared insolvent according to Applicable Law.

(b) Remedies. Upon any Event of Default, Landlord shall have the right: (i)
to terminate this Lease as to all or any interest therein; (ii) to terminate
Tenant's right of possession of all or any part of the Premises (including any
Parking Permits attributable thereto) without terminating this Lease; (iii) to
re-enter the Premises, change or pick locks, alter security devices and lock out
or expel Tenant and any other occupant of the Premises without complying with
Applicable Law, the benefits of which are Waived by Tenant to the fullest extent
permitted; (iv) to remove and store, at Tenant's expense, all property in the
Premises using such lawful force as may be necessary; (v) to apply any Security
Deposit as permitted under this Lease; (vi) to cure such Event of Default for
Tenant at Tenant's expense (plus a 150 o administrative fee); (vii) to withhold
or suspend payment of sums Landlord would otherwise be obligated to pay to
Tenant under this Lease, as amended; and/or (viii) to require all future
payments to be made by cashier's check or money order after the first time any
check is returned for insufficient funds, or the second time any sum due
hereunder is more than 5 days late. In addition, Landlord may, without regard to
any notice or cure provision and whether or not an Event of Default exists, (A)
impose a late charge of 10% on any amount not paid within 5 days after becoming
due or 20% on any amount not paid within 10 days after becoming due and (B)
charge interest on any amount not paid when due from the due date through the
date of payment at the "Default Rate", which is the lesser of 18% per annum or
the highest interest rate permitted by Applicable Law. TO THE FULLEST

(10) for a period of longer than 90 days

EXTENT PROVIDED BY PARAGRAPH 13(1), TENANT SHALL INDEMMFY AND DEFEND LANDLORD
PARTIES AGAINST CLAIMS ARISING FROM ANY BREACH OF TENANT'S OBLIGATIONS UNDER
THIS LEASE.

(c) Election of Remedies. Landlord may exercise the foregoing rights and
remedies, as well as any other rights or remedies available tinder Applicable
Law, without (i) judicial process; (ii) further notice to Tenant; (iii)
incurring liability of any kind to Tenant, including liability for trespass or
conversion; (iv) constituting an eviction of Tenant; (v) releasing Tenant or any
guarantor from any obligation under this Lease; (vi) waiting until the
Expiration Date; or (vii) prejudicing any other right or remedy of Landlord. All
such rights and remedies, together with any rights and remedies available under
Applicable Law, are cumulative with no exercise of any one or more of them
prohibiting or waiving the exercise of any other. Landlord may, at any time
after terminating Tenant's right to possess the Premises without terminating
this Lease, elect to terminate this Lease and thereupon pursue any and all other
rights and remedies otherwise available upon such latter election.

(d) Measure of Damages. If Landlord either terminates this Lease or
terminates Tenant's right to possess the Premises without terminating this
Lease, Tenant shall immediately surrender and vacate the Premises and pay
Landlord (i) the cost of recovering the Premises; (ii) all Rent accrued through
the end of the month in which the termination becomes effective; (iii) all
expenses reasonably incurred by Landlord in enforcing its rights and remedies
under this Lease, including attorneys' fees, court costs and interest at the
Default Rate; (iv) "Landlord's Reletting Expenses" equal to commercially
reasonable costs, losses and expenses incurred by Landlord in reletting all or
any portion of the Premises, including the cost of removing and storing Tenant's
FF&E or other property, repairing and/or demolishing the Premises, removing
and/or replacing Tenant's signage and other fixtures, making the Premises ready
for a new tenant, including the cost of advertising, commissions, architectural
fees and leasehold improvements (even if amortized over a new lease term which
exceeds the balance of the Term), and any allowances and/or concessions provided
by Landlord; a id (v) "Landlord's Rental Damages" equal to the amount (never
less than zero) by which (A) the total Rent payable by Tenant for the portion of
the Term that is or would be remaining after the month in which the termination
becomes effective exceeds (B) the Fair Rental Value of the Premises for such
period. In calculating Landlord's Rental Damages, each monthly payment of Rent
and Fair Rental Value shall be discounted at the Prime Rate from its respective
due date to its present value as of the date of termination. The "Fair Rental
Value" is the total rental that would be received from a comparable tenant for a
comparable lease of premises in the Building of equivalent quality, size,
condition, remaining lease term and location as the Premises, taking into
account rental rates and concessions then generally prevailing in the market
place, the period of time the Premises are reasonably expected to remain vacant
before commencement of rental payments by a suitable new tenant, and all other
relevant factors. If any portion of the Premises is relet, the Fair Rental Value
for such relet portion shall be calculated based upon the rental receivable by
Landlord for the applicable reletting term. The "Prime Rate" is the "prime" rate
then published by Citibank, N.A., its successors or assigns, or another major
financial institution selected by Landlord. Until the earlier of the termination
of this Lease or the final determination of all damages under this Lease, all
Rent payable under this Lease shall continue to accrue and be payable when due
during the Term. Once the aggregate amount of damages is determined as provided
above, the unpaid balance, if any, shall thereafter accrue interest at the
Default Rate until paid in full.

(e) Mitigation of Damages. Upon termination of Tenant's right to possess
the Premises, Landlord shall, to the extent required by Applicable Law (and no
further), use objectively reasonable efforts to mitigate damages by reletting
the Premises. Landlord shall not be deemed to have failed to do so if Landlord
refuses to lease the Premises to a prospective new tenant with respect to whom
Landlord would be entitled to withhold its consent pursuant to Paragraph 12(c),
or who (i) is an affiliate, parent or subsidiary of Tenant; (ii) is not
acceptable to Landlord's Mortgagee(s); (iii) requires improvements to the
Premises to be made at Landlord's expense; or (iv) is unwilling to accept lease
terms then proposed by Landlord, including: (A) leasing for a shorter or longer
term than remains under this Lease, (B) re-configuring or combining the Premises
with other space, (C) taking all or only a part of the Premises, and/or (D)
changing the use of the Premises.

(f) Attorneys' Fees. In any dispute regarding this Lease, the prevailing
party shall be entitled to recover reasonable attorneys' fees, court costs and
expenses from the other party.

(g) Landlord's Lien. To secure Tenant's obligations under this Lease,
'Tenant grants Landlord a contractual security interest on all of Tenant's FF&E
now or hereafter situated in the Premises and all proceeds therefrom, including
insurance proceeds (collectively, "Collateral"). No Collateral shall be removed
from the Premises without Landlord's prior written consent until all of Tenant's
obligations are fully satisfied (except in the ordinary course of business and
then only if replaced with items of same value and quality). Upon any Event of
Default, Landlord may, to the fullest extent permitted by Applicable Law and in
addition to any other remedies provided herein, enter upon the Premises and take
possession of any Collateral without being held liable for trespass or
conversion, and sell the same at public or private sale, after giving Tenant at
least 5 days written notice (or more if required by Applicable Law) of the time
and place of such sale. Such notice may be sent with or without return receipt
requested. Unless prohibited by Applicable Law, any Landlord Party may purchase
any Collateral at such sale. The proceeds from such sale, less Landlord's
expenses, including reasonable attorneys' fees and other expenses, shall be
credited against Tenant's obligations. Any surplus shall be paid to Tenant (or
as otherwise required by Applicable Law) and any deficiency shall be paid by
Tenant to Landlord upon demand. Upon request, Tenant shall execute and deliver
to Landlord a financing statement sufficient to perfect the foregoing security
interest or Landlord may file a copy of this Lease as a financing statement, as
permitted under Applicable Law.

(h) Force Majeure. Time is of the essence. If either party is unable to
perform any obligation under this Lease due to unavailability of materials or
equipment, strikes or other labor difficulties, governmental restrictions,
casualties or other causes beyond such party's reasonable control, such
obligation shall be stayed for the duration of such condition. This Paragraph
shall not affect or postpone the payment of Rent or other amounts due, except as
otherwise expressly provided in the attached Construction Agreement (if any).

18. END OF TERM.

(a) Surrender. Upon the earlier of the Expiration Date or Landlord's
termination of Tenant's right of possession of the Premises, Tenant shall
peaceably surrender the Premises (including all Alterations and leasehold
improvements) to Landlord, vacuum-clean, fiee of debris and in the same
condition existing as of the Commencement Date, subject to ordinary wear and
tear and except for damage due to casualty and condemnation.

(b) Removal of Improvements and Tenant's Property . Upon the earlier of the
Expiration Date or Landlord's termination of Tenant's right of possession of the
Premises pursuant to Paragraph 11(b), and except as otherwise expressly provided
in writing by Landlord at the time of installation, (i) all leasehold
improvements and Alterations installed in the Premises, including all built--in
fixtures and cabling, shall become Landlord's property; and (ii) provided there
is no uncured Event of Default, Tenant shall, at its expense, immediately remove
all of Tenant's FF&E from the Premises. However, except as otherwise expressly
provided in writing by Landlord at the time of installation, Landlord may, at
Tenant's expense, remove from the Premises (or require to be removed by Tenant
or an approved third party contractor) any or all Alterations, cabling and/or
ABS leasehold improvements. Tenant shall, within 30 days after Landlord's
invoice, reimburse Landlord for the cost to restore the Premises and otherwise
repair any damage caused by any of the foregoing removal work. All of Tenant's
foregoing obligations shall survive the Expiration Date. If Tenant's FF&E is not
timely removed, Landlord may, upon 10 days written notice to Tenant's address
(which notice Tenant agrees shall be deemed "reasonable"), and to the fullest
extent permitted by Applicable Law: (i) treat such property as abandoned by
Tenant with full rights of ownership in Landlord; (ii) remove and store such
property at Tenant's expense with reimbursement by Tenant to Landlord upon
demand; and/or (iii) sell or dispose of such property without delivering any
proceeds to Tenant. Tenant Waives all Claims against the Landlord Parties
arising from any right available to Tenant under Applicable Law restricting
Landlord's foregoing rights, and the right to assert any Claim against Landlord
for the value or use of any property abandoned by Tenant in the Premises.

(c) Hold Over, If any Tenant Party remains in possession of the Premises
after the Expiration Date, whether or not with Landlord's consent but without
executing a new lease ("Hold Over"), the Term shall not be extended, nor shall
any rights or remedies of Landlord be adversely affected, even if Landlord
thereafter accepts Rent. Instead, during the Hold Over, Tenant shall be deemed a
tenant at sufferance (and not a tenant at will or month--to-month tenant)
subject to all provisions of this Lease except that Base Rent and all amounts
payable to Landlord tinder Paragraph 7 shall be double the greater of (i) the
amount payable during the last month of the Term, or (ii) Landlord's
then--quoted rental rate for comparable space in the Project. Either party may
terminate the Hold Over immediately upon written notice. Tenant shall pay
Landlord all damages incurred by reason of any Hold Over11.

(11) provided however, so long as no uncured Event of Default exists
under the Lease, the Base Rent and all amounts payable to Landlord under
Paragraph 7 for the first 30 days of any such Hold Over shall be increased
to only 150% of such greater amount

19. NOTICES. All notices shall be delivered by hand, reputable overnight courier
or certified mail (return receipt requested), postage prepaid, or by facsimile,
to Landlord at the Addresses for Notice specified in the Business Points (or
such other addresses specified in writing to Tenant); and to Tenant at the
appropriate address specified in the Business Points. Notice shall be deemed
given upon the date of confirmed receipt, if sent by hand, or tm next business
day after the date sent, if sent by post, overnight courier or
electronically-confirmed facsimile, except that a change of address notice shall
be effective 5 business days after actual receipt. Notices to Tenant addressed
to the Premises may be made by posting on the entrance door of the Premises.

20. LANDLORD'S FINANCING. This Lease is subordinate to all liens, encumbrances,
easements, deeds of trust and ground leases now or hereafter encumbering the
Building, and all refinancings, replacements, modifications, extensions or
consolidations thereof. Tenant shall attorn to any mortgagee, ground lessor,
trustee under a deed of trust or purchaser at a foreclosure or trustee's sale
("Landlord's Mortgagee") as "Landlord" under this Lease. Tenant shall, within 5
business days after Landlord's request, execute and deliver to Landlord in
recordable form whatever true and correct instruments may be required to
evidence such subordination and attornment. If Tenant fails to execute and
deliver such instrument as required, the statements therein shall be deemed to
be true. Landlord's Mortgagee may at any time subordinate its lien to this Lease
by unilaterally executing a subordinating instrument. Tenant shall not exercise
any right or remedy tinder this Lease or at law or in equity unless (a) Tenant
gives written notice to Landlord and Landlord's Mortgagee (whose name and
address shall be provided upon request) specifying the exact nature of the
alleged breach and how it may be remedied; and (b) both Landlord and Landlord's
Mortgagee fail to cure same within 30 days after receipt of Tenant's notice
(plus such additional time as Landlord's Mortgagee may require).

21. RIGHTS RESERVED BY LANDLORD. Landlord (and its designated agents,
contractors and managers) shall have the following rights:

(a) Access to the Premises. To enter the Premises upon reasonable notice
(except in emergencies when no notice is required) for purposes of (i)
inspection; (ii) making repairs, additions, improvements or alterations to the
Premises, any adjoining space or the Building as permitted or required under
this Lease or as Landlord elects; (iii) confirming Tenant's compliance with this
Lease; and (iv) exhibiting the Premises to prospective purchasers, mortgagees or
tenants. During each entry, Landlord shall tise reasonable good faith efforts to
minimize interference with Tenant's use of the Premises. In no event shall
Tenant be deemed constructively evicted nor entitled to any abatement of Rent.
Landlord shall at all times retain a mechanical or card key to all doors in or
about the Premises, except Tenant's vaults, safes and other portions of the
Premises reasonably designated by Tenant in writing as "secure areas" (to which
Landlord shall not be required to provide Building Standard maintenance or
janitorial services). In emergencies or if otherwise required to comply with
this Lease, Landlord shall have the right to use any and all means necessary to
open any doors, including doors to any designated secure areas, as may be
reasonably necessary tinder the circumstances. Landlord may erect scaffolding
and other structures where reasonably required by the character of the work.

(b) Project Modifications. To alter, decorate and repair or construct new
improvements upon the Project or any adjacent property, structurally or
otherwise, as determined by Landlord in its sole discretion, including changing
the arrangement, location and/or size of entrances, passageways, doorways,
corridors, elevators, stairs, restrooms and other public components, and to
place, inspect, repair and replace in the Premises (below floors, above ceilings
or next to columns) any utilities, pipes, cables or similar equipment serving
areas outside the Premises, or to rename the Project.

(c) Right To Relocate. To require Tenant, upon 60 days notice, to relocate
the Premises to any other premises within the Building or to other buildings in
the Project ("Relocated Premises") on a date of relocation (the "Relocation
Date") specified therein.12 In such event, all reasonable expenses of moving
Tenant and decorating the Relocated Premises with substantially the same
leasehold improvements shall be at the expense of Landlord, including the
physical move, telephone installation and stationery costs.13 Within 5 business
days following receipt of Landlord's relocation notice, Tenant shall have the
option, effective as of the Relocation Date, either to enter into an appropriate
lease amendment relocating the Premises, or to terminate the Lease. Failure of
Tenant to choose either option shall constitute Tenant's election to relocate.
If Tenant elects to relocate, Landlord shall have the option to tender the
Relocated Premises to Tenant on any date within a 30 day period prior to or
after the Relocation Date, in which event the Relocation Date shall become the
date of tender of possession of the Relocated Premises. From the Relocation Date
through the Expiration Date, the aggregate Base Rent for the Relocated Premises
shall be the same as for the original Premises.

(d) Other Rights. To take such other measures Landlord deems necessary or
advisable for the ongoing operation, management, maintenance, repair and
protection of the Project. Tenant shall fully cooperate with all of such further
measures undertaken by Landlord.

22. HAZARDOUS MATERIALS.

(a) Definition. A "Hazardous Material" is any toxic, ignitable, reactive or
corrosive substance now or hereafter regulated by any governmental authority,
including any substance defined by Applicable Law as a "hazardous waste",
"extremely hazardous waste", "hazardous substance", "hazardous material" or
"regulated substance". "Contamination" means any release or disposal of a
Hazardous Material in or about the Premises or the Project which may result in a
fine, use restriction, cost recovery lien, remediation requirement or other
government action or imposition affecting any Landlord Party. For purposes of
this Lease, Claims arising from Contamination shall include diminution in value,
restrictions on use, adverse impact on leasing space, and all costs of site
investigation, remediation, removal and restoration work.

(b) Restrictions. No Hazardous Material shall be bin-ought upon, kept, used
or disposed of in or about the Premises or the Project by any Tenant Party
without Landlord's prior written consent, unless Tenant (i) demonstrates to
Landlord's reasonable satisfaction that any such Hazardous Material is necessary
in the ordinary course of Tenant's business and shall be used, kept and stored
in compliance with Applicable Law; and (ii) gives Landlord written notice of any
such Hazardous Material, including the current material safety data sheet.

(c) Remediation. If Contamination occurs as a result of an act or omission
of a Tenant Party, Tenant shall, at its expense, promptly take all actions
necessary to return the Premises, the Project and/or any adjoining property to
its condition prior to such Contamination, subject to Landlord's prior written
approval of Tenant's proposed methods, times and procedures for remediation.
Tenant shall provide Landlord reasonably satisfactory evidence that such actions

(12) The New Premises shall in all respects be substantially the same
or better, as reasonably determined by Landlord, in area, finish and
appropriateness for the Permitted Use.

(13) All moving costs (including the cost to relocate phones,
computers and other systems of similar nature), all costs of reprinting
stationery, cards and other printed material bearing Tenant's address at
the Premises if such address changes due to the relocation (but only the
quantity existing immediately prior to the relocation) and all other
out-of-pocket costs directly incurred by Tenant in connection with
relocations to the New Premises, including but not limited to reasonable
decorating and design costs, shall be paid by Landlord within thirty (30)
days after receipt of third party invoices therefor.

shall not adversely affect any Landlord Party or Contaminated property. Landlord
may require that a representative of Landlord be present during any such actions
and/or that such actions be taken after business hours. If Tenant fails to take
any necessary remediation actions within 30 days after written notice from
Landlord or an authorized governmental agency (or any shorter period required by
any governmental agency), Landlord may take such actions and Tenant shall
reimburse Landlord therefor plus a 15% administrative fee, within 30 days of
Landlord's invoice.

23. LANDLORD'S INTEREST.

(a) Landlord's Liability. Landlord's liability for failure to perform its
obligations under this Lease shall be recoverable solely out of proceeds from
judicial sale upon execution and levy made against Landlord's interest in the
Building. Except as provided in the preceding sentence, Tenant Waives (i) all
other rights of recovery against any Landlord Party; and (ii) all Claims against
any Landlord Party and Landlord's Mortgagee for consequential, special or
punitive damages allegedly suffered by any Tenant Party, including lost profits
and business interruption. No Landlord Party shall have any personal liability
under this Lease.

(b) Conveyance. Landlord may convey any or all of its interest in this
Lease or the Project at any time. The term "Landlord" means only the owner of
the Landlord's interest in this Lease at the time in question. Immediately upon
conveyance by Landlord of such interest, the conveying party shall be released
from all obligations of "Landlord" thereafter arising under this Lease, and
Tenant shall attorn and look solely to the new Landlord for performance of such
obligations. Upon conveyance, the balance of any Security Deposit shall be
delivered to the new Landlord and Tenant shall thereafter look solely to the new
Landlord for application or return.

24. EXECUTION AND SIGNING AUTHORITY. Draft documents submitted for review do not
convey any right to Tenant in the Premises or other space. This Lease shall
become effective only upon full execution and delivery by all parties and, if
required, upon approval by Landlord's Mortgagee. This Lease may be executed in
counterparts, each of which shall be an original and all of which shall be one
and the same instrument. Each party and its counsel have reviewed and revised
this Lease after arms-length negotiations. Accordingly, the rule of construction
that ambiguities are resolved against the drafting party shall not apply to this
Lease or any amendments hereof. This Lease shall bind and inure to the benefit
of the parties and their respective heirs, executors, administrators, successors
and permitted Transferees, unless otherwise expressly set forth herein. Each
such pet-son or entity executing this Lease for Tenant shall be jointly and
severally bound and liable as "Tenant" tinder this Lease. If Tenant is a legal
entity, each person signing this Lease for Tenant represents and warrants to
Landlord (who reserves the right to request satisfactory evidence) that he is
authorized to do so without further signature or authorization from such legal
entity; that this Lease is fully binding on Tenant; and that Tenant is qualified
to do business in the State. Except as otherwise expressly extended to the
Landlord Parties or the Tenant Parties in this Lease, no beneficial rights are
given to any third parties by or under this Lease.

25. QUIET ENJOYMENT. So long as Tenant performs its obligations under this
Lease, it shall have the right to occupy the Premises without hindrance from
Landlord or any person lawfully Claiming through Landlord, subject to the terms
of this Lease, all superior mortgages, ground leases, deeds of trust, insurance
requirements and Applicable Law.

ACCORDINGLY, the parties execute and deliver this Lease as of the Date of
Lease.

LANDLORD:

CRESCENT REAL ESTATE EQUITIZES LIMITED
PARTNERSHIP, a Delaware limited partnership

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation, its General Partner

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------
Title: Vice President, Leasing/Marketing

SPECIAL NOTICE: THIS LEASE CONTAINS WAIVERS AND INDEMNITIES WHICH MAY MATERIALLY
AFFECT TENANT'S RIGHTS AND REMEDIES UNDER APPLICABLE LAW REGARDING THIS LEASE,
INCLUDING "EXPRESS NEGLIGENCE" PROVISIONS IN PARAGRAPH 13(f).

TENANT:

INFONOW CORPORATION, a Delaware corporation

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Title: Vice President and
Chief Financial Officer

EXHIBIT "A"
-----------

LEGAL DESCRIPTION OF THE PROJECT

LOTS 25 THROUGH 32, INCLUSIVE, BLOCII 66, EAST DENVER, CITY AND COUNTY OF
DENVER, STATE OF COLORADO.

EXHIBIT "B"
-----------

FLOOR PLAN OF PREMISES

[To be attached]

EXHIBIT "C"
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CONSTRUCTION AGREEMENT

This Construction Agreement is attached as an Exhibit to an Office Lease
dated ____________1998 (the "Lease") between CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP, as Landlord, and INFONOW CORPORATION, as Tenant. Unless
otherwise specified, all capitalized terms used herein shall have the same
meanings as in the Lease.

1. Approved Construction Documents,

(a) Tenants Information. No later than ___________________________________
Tenant shall submit to Landlord all information necessary for the preparation of
complete, detailed architectural, mechanical, electrical and plumbing drawings
and specifications for construction of the Work (as defined below) in the
Premises, including Tenants partition and furniture layout, reflected ceiling,
telephone and electrical outlets and equip pent rooms, initial Provider(s) of
Telecommunications Services, doors (including hardware and keying schedule),
glass partitions, windows, critical dimensions, structural loads5 millwork,
finish schedules, and HVAC and e1ectrical requirements, together with all
supporting information and delivery schedules ("Tenant's Information").

(b) Construction Documents. Following Landlord's execution of the Lease and
receipt of Tenant's Information, Landlord's designated architectural/engineering
firm shall prepare and submit to Tenant all finished and detailed architectural
drawings and specifications, including mechanical, electrical and plumbing
drawings (the "Construction Documents"). In addition, Landlord shall advise
Tenant of the number of days of Tenant Delay (defined below) attributable to any
extraordinary requirements (if any) contained in Tenants Information

(c) Approved Construction Documents. Within 3 days after receipt, Tenant
shall approve and return the Construction Documents to Landlord. Upon Tenants
approval, the Construction Documents shall become the "Approved Construction
Documents".

2. Pricing and Bids.

(a) Estimates. Following receipt of the Approved Construction Documents,
Landlord will promptly price the construction of the Work (defined below) in
accordance therewith and furnish Written price estimates to Tenant.

(b) Approved Pricing. Upon receipt, Tenant shall promptly review such
estimates and complete negotiations with Landlord for any changes or adjustments
thereto. Within 5 days after such receipt, Tenant shall return the estimates
with written approval to Landlord.

3. Landlord's Contributions.

(a) Construction Allowance. Landlord will contribute a sum not to exceed
$8.00 per RSF in the Premises (the "Construction Allowance"), towards the cost
of constructing the Work (as defined below) in accordance with this Construction
Agreement. Payments shall be made directly to Landlord's contractor performing
the Work. The cost of all space planning, design, consulting or review services
and construction drawings shall be included in the cost of the Work and may be
paid out of the Construction Allowance, to the extent sufficient funds are
available for such purpose.

(b) Unused Allowance(s). Any allowance made available to Tenant under this
Construction Agreement must be utilized for its intended purpose within 6 months
of the Date of Lease or be forfeited with no further obligation on the part of
Landlord.(14)

4. Construction.

(a) The Work. Subject to the terms of this Construction Agreement. Landlord
agrees to cause permanent leasehold improvements to be constructed in the
Premises (the "Work") in a good and workmanlike manner in accordance with the
Approved Construction Documents.

(b) General Terms. Tenant acknowledges that Landlord is not an architect or
engineer, and that the Work will be designed and performed by independent
architects, engineers and contractors. Accordingly, Landlord does not guarantee
or warrant that the Approved Construction Documents will comply with Applicable
Law or be free from errors or omissions, nor that the Work will be free from
defects, and Landlord will have no liability therefor, In the event of such
errors, omissions or defects, and upon Tenant's written request, Landlord will
use commercially reasonable efforts to cooperate with Tenant in enforcing any
applicable warranties. In addition, unless expressly agreed to in writing by
Landlord prior to commencement of the Work, Landlord's approval of the
Construction Documents or the Work shall rot be interpreted to Waive or
otherwise modify the terms and provisions of the Lease.

(c) Electrical Design Capacity. The following parameters constitute
Building Standard electrical design capacity: (i) all lighting shall be
fluorescent lighting at 277 volts; (ii) the connected electrical load of a
electrical equipment serving the Premises shall not exceed an average of 4.0
▇▇▇▇▇ per RSF; (iii) no single item or component of electrical equipment shall
have a rated electrical load greater than 0.5 kilowatt or require voltage other
than 120 volts, single phase (or 110 volts, depending on available service in
the Building); and (iv) no electrical equipment shall exceed the safe and lawful
capacity of the existing electrical circuit(s) and facilities serving the
Premises. Any requirements, services or equipment in excess or contravention of
any of the foregoing parameters (or any combination thereof) shall constitute
ABS electrical services subject to Landlord's approval and Tenant's compliance
with the other applicable provisions of the Lease, specifically including
Paragraph 8(d) thereof. However, the cost of purchasing and installing any ABS
electrical equipment approved by Landlord may be paid from the Construction
Allowance (if any) as part of the Work.

(d) ADA Compliance. Landlord shall, as an Operating Expense, be responsible
for ADA compliance for the base Building, core areas (including elevators,
Common Areas, Se vice Areas and the Project's parking facilities) and all points
of access into the Project. Tenant shall, at its expense, be responsible for ADA
compliance in the Premises, including restrooms on any floor now or hereafter
leased or occupied in its entirety by Tenant, its affiliates or Transferees.
Landlord shall not be responsible for determining whether Tenant is a public
accommodation under ADA or whether the Approved Construction Documents comply
with ADA requirements. Such determinations, if desired by Tenant, shall be the
sole responsibility of Tenant.

(e) Substantial Completion.

(i) Definition. Subject to adjustment under Paragraphs 4(e)(iii) and
4(e)(iv), "Substantial Completion" shall occur, with respect to the Premises,
when (A) II of the Work has been completed in accordance with his Construction
Agreement and the Approved Construction Documents, to the extent that Tenant
would have access to the Premises and would be able to conduct its business in a
reasonable manner, and (B) Landlord has obtained final inspection approval from
all appropriate regulatory authorities (if required) for the Premises, even
though adjustments or corrections may be necessary and Punchlist Items remain to
be completed.

(14) Notwithstanding the foregoing, in the event that any of the
Construction Allowance remains unused after the completion of the Work as
set forth in this Construction Agreement, the remaining Construction
Allowance may be utilized by Tenant for additional tenant improvements at
the Premises at any time during the initial Term of the Lease, which
additional tenant improvements shall be subject to Landlord's prior written
approval and also subject to all of the provisions of the Lease concerning
the construction of improvements or Alterations at the Premises, including
but not limited to Paragraph 11 thereof.

(ii) Time of the Essence. Time is of the essence in connection with
the obligations of Landlord and Tenant under this Construction Agreement.

(iii) Tenant Delay. If Landlord is delayed in achieving Substantial
Completion due to a delay caused by a Tenant Party or for any other cause
arising from an act or omission of any Tenant Party, including (A) Tenant's
request for change orders to the Work, (B) Tenant's failure to timely deliver or
approve any required documentation, such as Tenant's Information, if applicable,
Construction Documents, pricing estimates and the like, (C) Tenant's failure to
pay any Cost Overruns (as defined below), or (D) Tenant's failure to otherwise
respond to any other Landlord request (collectively, "Tenant Delay"),
Substantial Completion shall be deemed to have occurred on the date Substantial
Completion would have been achieved bra for such Tenant Delay.

(iv) Other Delay. If Substantial Completion is delayed for any reason
other than Tenant Delay, Substantial Completion shall occur on the date when
actually achieved (subject to adjustment for Tenant Delay).

(v) Landlord Liability. Landlord shall not be liable or responsible
for any Claims incurred (or alleged) by Tenant due to any delay in achieving
Substantial Completion for any reason.(15)

5. Costs.

(a) Change Orders and Cost Overruns. All change orders must be approved in
advance in writing by Landlord. Change orders requested by Tenant and approved
by Landlord which delay or increase the cost of the Work shall be paid by Tenant
within 15 days of receipt of Landlord's invoice therefor (which payment may be
required by Landlord prior to commencing construction). Except as otherwise
expressly provided in this Construction Agreement, all costs of the Work in
excess of the Construction Allowance (collectively, "Cost Overruns") shall be
paid by Tenant to Landlord within 10 days of Landlord's invoice. In addition, at
Landlord's election, Landlord may require Tenant to prepay any projected Cost
Overruns within 5 days of Landlord's invoice. Landlord may stop or decline to
commence all or any portion of the Work until such payment (or prepayment) is
received. On or before the Commencement Date, and as a condition to Tenants
right to take possession of the Premises, Tenant shall pay Landlord the entire
amount of all Cost Overruns, less any prepaid amounts.

(b) Construction Management Fee. Within 10 days following the date of
invoice, Tenant shall, for supervision and administration of the construction
and installation of the Work, pay Landlord a construction management fee equal
to 5% of the aggregate contract price for the Work, which may be paid from the
unused portion of the Construction Allowance (if any). Tenant's failure to pay
such amount when due shall constitute an Event of Default under the Lease.

(15) Notwithstanding anything contained in the Lease or this
Construction Agreement to the contrary, Tenant acknowledges that Landlord
will be performing its obligations under this Construction Agreement while
Tenant is occupying the Premises, and agrees that Landlord, its agents,
employees and contractors shall have the right to enter the Premises during
business hours to perform the Work, Tenant understands that the work to be
performed pursuant to this Construction Agreement may result in noise,
vibration, dirt, dust and other circumstances commonly attendant to
construction. Tenant hereby waives any claim of injury or inconvenience to
Tenant's business, interference with Tenant's business, loss of occupancy
or quiet enjoyment of the Pi-emises, or any other loss occasioned by such
entry or the performance of the work required pursuant to the terms of this
Construction Agreement, nor shall the same relieve Tenant of any
obligations under the Lease, Landlord will attempt to minimize the
disruption to Tenant's business during its performance of the Work. No
entry of the Premises by Landlord under this Construction Agreement shall
be deemed a forcible or unlawful entry into the Premises, or a detainer of
the Premises, or an eviction, actual or constructive, of Tenant from the
Premises, or any part of the Premises, nor shall the entry entitle Tenant
to damage or an abatement of monthly Base Rent, Tenant's share of Operating
Expanses, or other charges that the Lease requires Tenant to pay. Tenant
shall fully cooperate with Landlord a td its contractors and shall not in
any way impede, inhibit or hinder any of the work to be performed pursuant
to the terms of this Construction Agreement.

EXHIBIT "D"
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CERTIFICATE OF ACCEPTANCE OF PREMISES

Re: Office Lease dated ________, 1998 (the "Lease") between CRESCENT REAL
ESTATE EQUITIES LIMITED PARTNERSHIP ("Landlord") and INFONOW CORPORATION
("Tenant") for approximately 7,782 RSF of Premises on the 11th floor of the
Building. Unless otherwise specified, all capitalized terms used herein
shall have the same meanings as in the Lease.

Landlord and Tenant agree that:

1. Except for Punchlist Items if any, Landlord has fully completed all
Work required under the terms of the Lease.

2. The Premises are usable by Tenant as intended Landlord has no further
obligation to perform any Work or other construction (except Punchlist
Items), at-id Tenant acknowledges that both the Building at-id the
Premises are satisfactory in all respects.

3. The Commencement Date of the Lease is ___________,199__

4. The Expiration Date of the Lease is the last day of _________,
_______.

5. Tenant's Address at the Premises after the Commencement Date is:
Attention:
Telephone:
Facsimile:

All other terms and conditions of the Lease are ratified and acknowledged to be
unchanged.

EXECUTED as of_______________, 199___.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

LANDLORD:
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CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation, its General Partner

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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Title: Vice President, Leasing/Marketing

TENANT:
-------

INFONOW CORPORATION, a Delaware corporation

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------

Title: Vice President and CFO

EXHIBIT "E"
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RULES AND REGULATIONS FOR AT & T BUILDING

Landlord and Tenant agree that the following Rules and Regulations shall be
and hereby are made a part of this Lease, and Tenant agrees that Tenants
employees and agents, or any others permitted by Tenant to occupy or enter the
Premises, will at all times abide by said Rules and Regulations:

1. The sidewalks, entries, passages, corridors, stairways and elevators of
the Building shall not be obstructed by Tenant, or Tenants agents or employees,
or used for any purpose other than ingress to and egress from the Premises.

2. Furniture, equipment or supplies will be moved in or out of the Building
only upon the elevator designated by Landlord and then only during such hours
and in such manner as may be prescribed by Landlord and upon no less than
forty-eight (48) hours prior notice to Landlord. Landlord shall have the right
to approve or disapprove the movers or moving company employed by Tenant. Tenant
shall cause its movers to use only the loading facilities and elevator
designated by Landlord. In the event Tenants movers damage the elevator or any
part of the Building Tenant shall forthwith pay to Landlord the amount required
to repair said damage.

3. Landlord reserves the right to refuse admittance to the Building at any
time other than between the hours of 7:00 a.m. and 6:00 p.m. Monday through
Friday, and 8:00 a.m. to 1:00 on Saturday, to any person not producing both a
key to the Leased Premises and/or a pass issued by Landlord. In case of
invasion, riot, public excitement or other commotion, Landlord also reserves the
right to prevent access to the Building during the continuance of same. Landlord
shall in no case be liable for damages for the admission or exclusion of any
person to or from the Building.

4. No safe or articles, the weight of which may in the opinion of Landlord
constitute a hazard or damage to the Building or Building's equipment, shall be
moved into the Premises.

5. Safes and other equipment, the weight of which is excessive, shall be
moved into, from and about the Building only during such hours and in such
manner as shall be prescribed by Landlord; and Landlord shall have the right to
designate the location of such articles in the Premises (except Landlord shall
not designate the location of normal office equipment such as copiers, computers
or facsimile machines).

6. No sign, advertisement or notice shall be inscribed, painted or affixed
on any part of the inside or outside of the Building unless of such color, size
and style and in such place upon or in the Building, as shall be first
designated and approved in writing by Landlord, provided, however, there shall
be no obligation or duty on Landlord to allow any sign, advertisement or notice
to be inscribed, painted or affixed on any part of the inside or outside of the
Building except as otherwise provided in the Lease. No furniture shall be placed
in front of the Building or in any lobby or corridor, without the prior written
discretionary consent of Landlord. Landlord shall have the right to remove 11
non-permitted signs and furniture, without notice to Tenant, and at the expense
of Tenant.

7. Tenant shall not do or permit anything to be done in the Premises, or
bring or keep anything therein which would in any way increase the rate of fire
insurance on the Building or on property keep therein, constitute a nuisance or
waste, or obstruct or interfere with the rights of other tenants, or in any way
injure or annoy them, or conflict with any of the rules or ordinances of the
Fire Department or of the Department of Health of the City and County where the
Building is located.

8. Tenant shall not employ any person or persons other than the janitor of
Landlord for the purpose of cleaning or taking care of the Premises, without the
prior written consent of Landlord. Landlord shall be in no way responsible to
Tenant for any loss of property from the Premises, however occurring, or for any
damage done to Tenants furniture or equipment by the janitor or any of janitor's
staff, or by any other person or persons whomsoever; provided, however, that the
janitorial staff is bonded. The janitor of the Building may at all times keep a
pass key, and other agent of Landlord shall at all times be allowed admittance
to the Premises.

9. Water closets and other water fixtures shall not be used for any purpose
other than that for which the same are intended, and any damage resulting to the
same from misuse on the part of Tenant, Tenant's agents or employees, shall be
paid for by Tenant. No person shall waste water by tying back or wedging the
faucets or in any other manner.

10. No animals shall be allowed in the offices, halls, corridors and
elevators in the Building. No person shall disturb the occupants of this or
adjoining buildings or premises by the use of any radio, sound equipment or
musical instrument or by the making of loud or improper noises.

11. No vehicles, including bicycles, shall be permitted in the offices,
halls, corridors, and elevators in the Building nor shall any vehicles be
permitted to construct the sidewalks or entrances of the Building.

12. Tenant shall not allow anything to be placed on the outside of the
Building, nor allow anything to be thrown by Tenant, Tenant's agents or
employees, out of the windows or doors, or down the corridors, elevator shafts,
or ventilating ducts or shafts of the Building, Tenant, except in case of fire
or other emergency, shall not open any outside window.

13. No additional lock or locks shall be placed by Tenant on any door in
the Building unless written consent of Landlord shall first have been obtained.
A reasonable number of keys to the toilet rooms if locked by Landlord will be
furnished by Landlord and neither Tenant, Tenant's agents or employees shall
have any duplicate keys made. At he termination of this tenancy, Tenant shall
promptly return to Landlord 11 keys to offices, toilet rooms or vaults.

14. No window shades, blinds, screens, draperies or other window coverings
will be attached or detached by Tenant without Landlords prior written consent.
Tenant agrees to abide by Landlord's rules with respect to maintaining uniform
curtains, draperies and/or linings at all windows and hallways.

15. No awnings shall be placed over any window.

16. If Tenant desires telegraphic, telephonic or other electric
connections. Landlord or Landlords agents will direct the electricians as to
where and how the wires may be introduced and without such directions, no boring
or cutting for wires will be permitted. Any such installation and connection
shall be made at Tenants expense.

17. Tenant shall not install or operate any steam or gas engine or boiler,
or carry on any mechanical operation in the Premises. The use of oil ,gas or
inflammable liquids for heating, lighting or any other purpose is expressly
prohibited. Explosives or other articles deemed extra hazardous shall not be
brought into the Building.

18. Any painting or decorating as may be agreed to be done by Landlord
shall be done during regular weekday working hours. Should Tenant desire such
work on Saturdays, Sundays, holidays or outside of regular working hours, Tenant
shall pay for the extra cost thereof.

19. Except as permitted by Landlord and except for normal office
decorating, Tenant shall not ▇▇▇▇ upon, paint signs upon, cut, drill into, drive
nails or screws into or in any way deface the walls, ceilings, partitions or
floors of the Premises or of the Building, and any defacement, damage or injury
caused by Tenant, Tenant's agents or employees, shall be paid for by Tenant.

20. Landlord shall at all times have the right, by Landlord's
representatives or agents, to enter the Premises and show the same to persons
wishing to lease them and may, at any time within sixty (60) days preceding the
termination of Tenant's Lease term, place upon the doors and windows of the
Premises a "For Lease" sign, which notice shall not be removed by Tenant.

21. Tenant shall not obstruct or interfere with the rights of other tenants
or the Building, or of persons having business in the Building, or in any way
injure or annoy such tenants or persons.

22. Tenant shall not commit any act or permit anything in or about the
Building which shall or might subject Landlord to any liability or
responsibility for injury to any person or property by reason of any business or
operation being carried on in or about the Building or for any other reason.

23. Tenant shall not use the Building for lodging, sleeping, or for any
immoral or illegal purpose or for any purpose that will damage the Building, or
the reputation thereof, or for any purposes other than those specified in the
Lease.

24. Canvassing, soliciting, peddling and distributing handbills in the
Building are prohibited, and Tenant shall cooperate to prevent such activities.

25. Tenant shall not conduct mechanical or manufacturing operations or
place or use any inflammable combustible explosive, or hazardous fluid,
chemical, device, substance or material in or about the Building, except for
materials which are norm 1 and customary office supplies and are kept in
quantities normally and customarily found in offices and are not in violation of
Applicable Law. Tenant shall comply with all statutes, ordinances, rules,
orders, regulations and requirements imposed by governmental or
quasi-governmental authorities in connection with fire and public safety and
fire prevention and shall not commit any act or permit any object to be brought
or kept in the Building, which shall result in a change of the rating of the
Building by the insurance Services Officer or any similar person or entity.

26. Tenant shall not use the building for manufacturing or for the storage
of goods, wares or merchandise, except as such storage may be incidental to the
use of the Premises for general office purposes and except in such portions of
the Premises as may be specifically designated by Landlord for such storage.
Tenant shall not occupy the Building or permit any portion of the Building to be
occupied for the manufacture of direct s le of liquor, narcotics, or tobacco in
any form, or as a medical office, ▇▇▇▇▇▇ shop, manicure shop, music or dance
studio or employment agency. Tenant shall not conduct in or about the Building
any attention, public or private, without the prior written approval of
Landlord.

27. Tenant shall not use in the Building any machines, other than the
standard office machines such as typewriters, calculators, copying machines and
similar machines, without the express prior written consent of Landlord.
Business machines and mechanical equipment belonging to Tenant which cause noise
or vibration that may be transmitted to the structure of the Building, to such a
degree as to be objectionable to Landlord or other tenants, shall be placed and
maintained by Tenant, at Tenant s expense, on vibration eliminators or in
noise-dampening housing or other devices sufficient to eliminate noise or
vibration.

28. Tenant shall not deposit any trash, refuse, cigarettes, or other
substances of any kind within or out of the Building except in the refuse
containers provided therefore. Tenant shall not introduce into the Building any
substance which might add an undue burden to the cleaning or maintenance of the
Premises or the Building. Tenant shall exercise its best efforts to keep the
sidewalks, entrances, passages, courts, lobby areas, garages or parking areas,
elevators, escalators, stairways, vestibules, public corridors and halls in and
about the Building clean and free from rubbish.

29. Tenant shall use the Common Areas only as a means of ingress and
egress, and Tenant shall permit no loitering by any persons upon Common Areas or
elsewhere within the Building. The Common Areas and roof of the Building are not
for the use of the general public, and Landlord shall, in all cases, retain the
right to control or prevent access thereto by all persons whose presence in the
judgment of the Landlord, shall be prejudicial to the safety, character,
reputation or interests of the Building and its tenants. Tenant shall not enter
the mechanical rooms, air conditioning rooms, electrical closets, or similar
areas or go upon the roof of the Building without the express prior written
consent of Landlord.

30. Landlord its agents or representatives reserve the right to exclude or
expel from the Building any person, who, in the judgment of Landlord, is
intoxicated or under the influence of liquor or drugs or who shall in any manner
act in violation of the rules and regulations of the Building.

31. Tenant shall not use the washrooms, restrooms and plumbing fixtures of
the Building, and appurtenances thereto, for any other purpose then the purposes
for which they were constructed, and Tenant shall not deposit any sweepings,
rubbish, rags or other improper substances therein. Tenant shall not waste water
by interfering or tampering with the faucets or otherwise, If Tenant or Tenant's
servants, employees, contractors, jobbers, agents, licensees, invitees, guests
or visitors cause any damage to such washrooms, restrooms, plumbing fixtures or
appurtenances, such damage shall be repaired at Tenant's expense and Landlord
shall not be responsible therefor.

32. The sashes, sash doors, skylights, windows and doors that reflect or
admit light or air into the common areas of the Building shall not be covered or
obstructed by Tenant, through placement of objects upon windowsills or
otherwise. Tenant shall cooperate with Landlord in obtaining maximum
effectiveness of the cooling system of the Building by closing drapes and other
window coverings when the sun's rays fall upon the windows o he Premises. Tenant
shall not obstruct, alter or in any way impair the efficient operation of
Landlord's heating, ventilating, air conditioning, electrical, fire, safety, or
lighting systems, nor shall Tenant tamper with or change the setting of any
thermostat or temperature control valves in the Building.

33. Subject to applicable fire or other safety regulations, all doors
opening into Common Area and all doors upon the perimeter of the Premises shall
be kept closed and, during nonbusiness hours, locked, except when in use for
ingress or egress. if Tenant uses the Premises after regular business hours or
on nonbusiness days, Tenant shall lock any entrance doors to the Building or to
the Premises used by Tenant immediately after using such doors.

34. During the term of the Lease, Tenant shall comply with all statutes,
ordinances, rules, orders, regulations and requirements of the federal, state,
county and city governments and all departments thereof applicable to the
presence, storage, use, maintenance and removal of toxic, hazardous or
contaminated substances (collectively, "hazardous material") in, on or about the
Premises, which presence, storage, use, maintenance or removal is caused or
permitted by Tenant. In no event shall the aforesaid be construed to mean that
Landlord has given or will give its consent to Tenant's storing, using,
maintaining or removing hazardous materials in, on or about the Premises.

35. Tenant shall not permit its employees or agents to smoke in any lobby,
hallway, stairwell or restroom within the Building Complex or in any other areas
of the Building Complex posted as a non-smoking area.

36. Tenant agrees that Landlord may reasonably amend, modify, delete or add
new and additional rules and regulations to the use and care of the Premises and
the Building, provided such changes shall not unreasonably interfere with
Tenant's use of the Premises for office purposes. Tenant agrees to comply with
all such rules and regulations upon notice to Tenant from Landlord thereof. In
the event of any breach of any rules and regulations herein set forth or any
reasonable amendments, modifications or additions thereto. Landlord shall have
all remedies in this Lease provided for in the event of default by Tenant.

EXHIBIT "F-1" AND EXHIBIT "F-2"
-------------------------------

Samples of Certificates of Insurance

RIDER NO. 1
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OPTION TO EXTEND

A. Renewal Period. Tenant may, at its option, extend the Term for one (1)
renewal period(s) of no less than three (3) and no more than five (5) years each
(the "Renewal Period(s)") by written notice to Landlord (the "Renewal Notice")
given16 no months prior to the expiration of the Term (as it may have been
extended) or preceding Renewal Period, as applicable, provided that at the time
of such notice and at the commencement of such Renewal Period, (i) Tenant
remains in occupancy of the Premises, and (ii) no uncured Event of Default
exists under the Lease (and no condition exists which, with the passage of time
and/or giving of notice, would be an Event of Default)17. Such Renewal Period
shall commence upon the expiration date of the initial Term (or preceding
Renewal Period, as applicable). The Base Rent payable during the Renewal Period
shall be at18 for the Premises, including any projected rate increases over the
applicable Renewal Period. However, in no event shall the Base Rent for any
Renewal Period be less than the Base Rent during the last year of the Term (or
preceding Renewal Period, as applicable). Except as provided in this Rider No.
1, all terms and conditions of the Lease shall continue to apply during the
Renewal Period(s).

B. Acceptance. Within 30 days of the Renewal Notice, Landlord shall notify
Tenant of the Base Rent for such Renewal Period (the "Rental Notice"). Tenant
may accept the terms set forth in the Rental Notice by written notice (the
"Acceptance Notice") to Landlord given within 15 days after receipt of the
Rental Notice. If Tenant timely delivers its Acceptance Notice, Tenant shall,
within 15 days after receipt, execute a lease amendment confirming the Base Rent
and other terms applicable during the Renewal Period. If Tenant fails timely (i)
to deliver its Acceptance Notice or (ii) to execute and return the required
lease amendment, then this option to extend shall automatically expire and be of
no further force or effect. In addition, this option to extend shall terminate
upon assignment of this Lease or subletting of all or any part of the
Premises.(19)

C. See footnote below (20)

(16) at least nine (9) but 110 more than twelve (12)

(17) ,which Renewal Notice shall expressly state Tenants desired
length of the Renewal Period, consistent with the requirements of this
paragraph and which Renewal Period must otherwise be limited to full
calendar months; if the Renewal Notice does not so expressly state, Tenant
shall be deemed to have elected a Renewal Period of five (5) years

(18) the Market Rental Rate

(19) In addition, this option to extend shall terminate upon Tenant's
exercise of its termination option as provided in Rider No. 4 of this
Lease.

(20) C. Market Rental Rate, The "Market Rental Rate" is the rate (or
rates) a willing tenant would pay and a willing landlord would accept for a
comparable transaction (e.g., renewal, expansion, relocation, etc., as
applicable, in comparable space and in a comparable building) as of the
commencement date of the applicable term, neither being under any
compulsion to lease and both having reasonable knowledge of the relevant
facts, considering the highest and most profitable use if offered for lease
in the open market with a reasonable period of time in which to consummate
a transaction. In calculating the Market Rental Rate, all relevant factors
will be taken into account, including the locations and quality of the
Building, lease term, amenities of the Project, condition of the space and
any concessions and allowances commonly being offered by Landlord for
comparable transactions in the Project. The parties agree that the best
evidence of the Market Rental Rate will be the rate then charged for
comparable transactions in the Project.

RIDER NO. 2

PREFERENTIAL RIGHT TO LEASE

A. Preferential Right To Lease. Tenant shall have as preferential right to lease
approximately 4,984 RSF (+/- 20%, in Landlord's discretion) on the 11th floor of
the Building, as show on Exhibit "B" to the Lease (the "Preferential Space"), at
such time as such space becomes Available (as defined below) for direct lease to
a new tenant (whether or not a bona fide offer has been made); provided no
uncured Event of Default exists under the Lease (and no condition exists which,
with the passage of time and/or giving of notice, would be an Event of Default)
and Tenant remains in occupancy of the entire Premises. The Preferential Space
shall be deemed "Available" at such time as Landlord decides to offer the
Preferential Space for lease and such space is not longer any of the following:
(i) leased or occupied; (ii) assigned or subleased by the then-current tenant of
the space; (iii) released by the then-current tenant of the space by renewal,
extension or renegotiation (whether agreed to prior to or after the Date of
Lease); or (iv) subject to an expansion option, right of first refusal,
preferential right or similar obligation existing under any other tenant leases
for the Project as of the Date of the Lease.22

B. Acceptance. Prior to leasing the Preferential Space to a new tenant, Landlord
shall first offer such space in writing to Tenant specifying the amount and
location of such space, the anticipated date of tender of possession, the rental
rate(23) , and other applicable terms (the Preferential Rental Notice"). Tenant
shall have 5 days within which to accept or reject such offer. If Tenant accepts
Landlord's offer, Tenant shall, within 15 days after Landlord's written request,
execute and return a lease amendment adding the Preferential Space to the
Premises for all purposes under the Lease (including any extensions or renewals)
and confirming the Base Rent and other applicable terms specified in the
Preferential Rental Notice. Such lease amendment may, if applicable, contain a
construction agreement using Landlord's then-current form setting forth the
schedule and other terms and obligations of the parties regarding the
construction of any leasehold improvements in the Preferential Space. If Tenant
rejects such offer or fails timely to (i) accept such offer or (ii) execute and
return the required lease amendment, then this preferential right to lease shall
lapse and be of no further force and effect. In such event, Landlord shall be
relieved of any future obligations hereunder and may thereafter lease all or
part of the Preferential Space to any party without further notice or obligation
to Tenant.

C. Tender of Possession. The Preferential Space shall be leased for the period
commencing upon Landlord's tender of possession of the Preferential Space in
accordance with Landlord's offer and this Rider (the "Preferential Space
Commencement Date") and continuing through the expiration or earlier termination
of the Term, as it may be extended or renewed. Landlord shall not be liable for
any delay or failure to tender possession of the preferential Space by the
anticipated tender date for any reason, including by reason of any holdover
tenant or occupant, nor shall such failure invalidate the Lease or extend the
Term.

(21) From the commencement Date through and including December 31,
1999

(22) Notwithstanding anything to the contrary contained herein, the
preferential right to lease described in this Rider No. 2 shall terminate
as of December 31, 1999, and after that date shall be considered null, void
and of no further effect.

(23) ,which shall be identical to the rental rates for the Premises
set forth in Paragraph 1(h) of this Lease, for the applicable periods set
forth Paragraph 1(h)

D. Condition of Premises. The Preferential Space shall be tendered in an "as-is"
condition. However, all leasehold improvements shall be constructed in the
Expansion Space in accordance with the construction agreement (if any) attached
to the applicable lease amendment24. Any allowances shall be prorated for any
delays in the Preferential Space Commencement Date, taking into account the
economic assumptions underlying the terms in the Preferential Rental Notice.

E. Parking. For the Preferential Space, Tenant shall take and pay for 3
additional permits allowing access to unreserved spaces in parking facilities
which Landlord provides for the use of tenants and occupants of the Project.
During the initial Term (and, if applicable, during any renewal or extension
term of this Lease), Tenant shall pay Landlord's quoted monthly contract rate
(as set from time to time) for each such unreserved permit, plus any taxes
thereon.

(24) , which construction agreement shall provide that
Landlord will contribute towards the cost of constructing leasehold
improvements in the Preferential Space an amount equal to $8.00 per RSF in
the Preferential Space, less $0.133 per RSF in the Preferential Space for
each full or partial month of the initial Term that has expired prior to
the Preferential Space Commencement Date.

RIDER NO. 3

RIGHT OF FIRST REFUSAL

Provided the Lease is then in full force and effect and no event of default
shall have occurred25, Tenant shall have the right of first refusal as
hereinafter described to lease all (but no less than all) of the space the
("Right of First Refusal Space") on the 11th floor of the Building and
consisting of approximately 4,984 RSF (+/- 20%, in Landlord's discretion) and
which is labeled on Exhibit B to the Lease as the "Right of First Refusal Space"
at such time as Landlord engages in negotiations with a prospective tenant,
exercisable at the following times and upon the following conditions:

1. If Landlord enters into negotiations with a prospective tenant to lease
all or any part of the Right of First Refusal Space, Landlord shall notify
Tenant of such fact and shall include in such notice the rent, term, and
other terms (including finish out) at which Landlord is prepared to offer
such Right of First Refusal Space to such prospective tenant. Tenant shall
have a period of three (3) business days from the date of delivery of the
notice to notify Landlord whether Tenant elects to exercise the right
granted hereby to lease the entire Right of First Refusal Space. Tenant may
not lease less than the entire Offered Space. If Tenant fails to give any
notice to Landlord within the required three (3) business day period,
Tenant shall be deemed to have waived its right to lease the Right of First
Refusal Space.

2. If Tenant so waives its right to lease the Right of First Refusal Space
(either by giving written notice thereof or by failing to give any notice),
Landlord shall have the right to lease all or the applicable portion of the
Right of First Refusal Space to the prospective tenant and upon the
execution of such lease between Landlord and the prospective tenant this
Right of First Refusal shall thereafter be null, void and of no further
force or effect.

3. If Landlord does not enter into a lease with such prospective tenant
covering all or the applicable portion of the Right of First Refusal Space,
Landlord shall not thereafter engage in other lease negotiations with
respect to the Right of First Refusal Space without first complying with
the provisions of this Rider No. 3.

4. If Tenant exercises its right of first refusal as provided in this Rider
No. 3, Landlord and Tenant shall, within ten (10) days after Tenant
delivers to Landlord notice of its election, enter into a lease covering
the Right of First Refusal Space for the rent, for the term, and containing
such other terms and conditions as Landlord notified Tenant pursuant to
paragraph 1 above.

5. Any assignment or subletting by Tenant pursuant to the provisions of the
Lease shall terminate the right of first refusal of Tenant contained
herein. The right of first refusal of Tenant contained herein shall also
terminate upon Tenant's exercise of its termination option as provided in
Rider No. 4 to the Lease.

6. The right of first refusal of Tenant contained herein shall be subject
and subordinate to any rights of renewal, expansion or extension existing
under any other tenant leases for the Building as of the date of this
Lease.

(25) , and provided that Tenant has not previously exercised its
preferential right to lease as set forth in Rider No. 2 to the Lease, at
any time on or after January 1, 2000,

RIDER NO. 4

TERMINATION OPTION

Tenant shall have the option to terminate this Lease at any time after the
third anniversary date of the Commencement Date provided Tenant gives Landlord
not less than nine (9) months prior written notice to terminate and provided
Tenant is not in default under this Lease at the time of the giving of such
notice nor on the Termination Date. Such notice must specify the date (which
cannot be prior to the third anniversary date of the Commencement Date) on which
Tenant desires the termination to become effective (the "Termination Date"). On
the date Tenant delivers written notice to Landlord of its election to terminate
this Lease, Tenant shall pay Landlord an amount equal to $4.00 per RSF of the
Premises as of the Termination Date if Tenant elects to terminate this Lease
effective as of the third anniversary date of the Commencement Date (the
"Termination Fee"), which Termination Fee shall be reduced by $.17 per RSF of
the Premises per month for each full month during which the Lease remains in
effect beyond the third anniversary date of the Commencement Date. As of the
Termination Date: (a) all Base Rent, additional Rent and other sums payable by
Tenant under this Lease shall be paid through and apportioned as of the
Termination Date; (b) neither party shall have any rights, liabilities or
obligations under this Lease for the period accruing after the Termination Date,
except those which, by the provisions of this Lease, expressly survive the
termination of this Lease; and (c) Tenant shall surrender the Premises in the
condition required under this Lease.(26)

(26) Notwithstanding anything contained in the foregoing, Tenant's
right to terminate the Lease as set forth in this Rider No. 4 shall
terminate automatically and shall be null and void if, prior to Landlord's
receipt of Tenant's notice of termination described above in this Rider No.
4, Landlord receives written notice of Tenant's exercise of either or both
Tenant's option to extend the Lease Term as provided in Rider No. 1 of this
Lease and/or Tenant's preferential right to lease as provided in Rider No.
2 of this Lease or Tenant's right of first refusal as provided in Rider No.
3 of this Lease. Notwithstanding the generality of the foregoing, with
respect to Tenant's exercise preferential right to leas as set forth in
Rider No. 2 of this Lease, if Landlord receives written notice of Tenant's
exercise of its preferential right to lease on or before December 31, 1999,
then Tenant's right to terminate the Lease as set forth herein shall remain
in effect. D-2

FIRST AMENDMENT TO OFFICE LEASE

THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment) is entered
into as of the 31st day of March, 1999, by and between CRESCENT REAL ESTATE
EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord'), and
INFONOW CORPORATION, a Delaware corporation (Tenant).

Recitals
--------

A. Landlord and Tenant executed that certain Office Lease dated March 2,
1999 (the "Lease"), covering certain space therein designated as Suite 1100,
containing approximately 7,782 RSF (the "Premises"), located on the eleventh
(11th) floor of that office building commonly known as AT&T Building, and
located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Building").

B. Landlord and Tenant have agreed to change certain provisions of the
Lease as pertains to the security deposit and tenant finish, and otherwise amend
the Lease as set forth herein.

C. Unless otherwise expressly provided herein, capitalized lerms used
herein shall have the meanings as designated in the Lease.

Agreement
---------

In consideration of the sum of Ten Dollars ($10.00), the mutual covenants
and agreements contained herein and in the Lease, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

1. Additional Security Deposit. At or before the time of execution of this
First Amendment, Tenant shall deposit with Landlord an additional $16,861 ~00
(the "Additional Security Deposit"), which Additional Security Deposit shall be
added to the existing Security Deposit and shall be considered a part of the
Security Deposit for all purposes.

2. Revisions to Construction Agreement. Paragraph 3(a) of the Construction
Agreement attached to the Lease as Exhibit C (the "Construction Agreement") is
hereby amended in its entirety to read as follows:

3. Landlord's Contribution

(a) Construction Allowance. Landlord will contribute a sum not to
exceed $4.00 per RSF in the Premises (the "Construction Allowance"),
towards the cost of constructing the Work (as defined below) in accordance
with this Construction Agreement. Payments shall be made directly to
Landlord's contractor performing the Work. The cost of all space planning,
design, consulting or review services and construction drawings shall be
included in the cost of the Work and may be paid out of the Construction
Allowance, to the extent sufficient funds are available for such purpose.

3. Additional Construction Allowance. Provided that Tenant shall have
timely paid its Rent and otherwise sha11 have fulfilled its obligations under
the Lease during the first two years of the initial Term of the Lease, and
further provided that no Event of Default then exists, after the second
anniversary date of the Commencement Date of the Lease, Tenant shall be entitled
to an additional construction allowance of sum not to exceed $4.00 per 1 SF in
the Premises (the "Additional Construction Allowance"). Notwithstanding the
foregoing, any additional tenant improvements to which Tenant desires to apply
the Additional Construction Allowance shall be subject to Landlord's prior
written approval and also subject to all provisions of the Lease concerning the
construction of improvements or Alterations at the Premises, including but not
limited to Paragraph 11 thereof.

4. Return of Additional Security Deposit. Tenant shall be entitled to a
refund of the Additional Security Deposit after the second anniversary date of
the Commencement Date of the Lease, if the following conditions are then met:
(a) Tenant shall have timely paid its Rent and otherwise shall have fulfilled
its obligations under the Le se during the. first two years of the initial Term
of the Lease; (b) no Event of Default shall then exist' (c) Tenant's net worth
at such time shall be equal to or greater than Tenant's net worth as of the
Commencement Date of the Lease; (d) Tenant's current asset ratio shall be
greater than or equal to 1.0; (e) Tenant shall have provided, in a form
reasonably acceptable to Landlord, certified financial statements of Tenant (the
"Financial Statements") which Financial Statements shall confirm the information
required pursuant to subparagraphs (c) and (d); and (f~ Landlord shall have
approved the Financial Statements, which approval shall not be unreasonably
withheld if the Financial Statements confirm the information required pursuant
to subparagraphs (c) and (d).

5. Time of the Essence. Time is of the essence with respect to Tenant's
execution and delivery of this First Amendment to Landlord, If Tenant fails to
execute and deliver a signed copy of this First Amendment to Landlord by 5:00
p.m. (Denver, Colorado time) on March 26, 1999 it shall be deemed null and void
and shall have no force or effect, unless otherwise agreed in writing by
Landlord. Landlord's acceptance, execution and return of this document shall
constitute Landlord's agreement to waive Tenant's failure to meet the foregoing
deadline.

6. Binding Effect. Except as modified by this First Amendment, the terms
and provisions of the Lease shall remain in full force and effect, and the
Lease, as modified by this First Amendment, shall be binding upon the parties
hereto, their successors and permitted assigns. This First Amendment shall
become effective only aft r the full execution and delivery hereof by Landlord
and Tenant.

7. Ratification of Lease. All of the terms and provisions of the Lease as
herein amended and supplemented, are hereby ratified and confirmed and shall
remain in full force and effect.

8. Conflict. In the event of any conflict between the provisions of this
First Amendment and the provisions of the other portions of the Lease, the
provisions of this First Amendment shall control.

EXECUTED as of the day and year first above written.

TENANT: LANDLORD:
------- ---------

INFONOW CORPORATION, a Delaware CRESCENT REAL ESTATE
corporation EQUITIES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation, its general partner

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
----------------------- -------------------------

Title: Vice President and CFO Title: Vice President, Leasing/Marketing
----------------------------- ----------------------------------------

SECOND AMENDMENT TO OFFICE LEASE

THIS SECOND AMENDMENT TO OFFICE LEASE (this "Second Amendment") is entered
into as of the 14TH day of April, 1999, by and between CRESCENT REAL ESTATE
EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and
INFONOW CORPORATION, a Delaware corporation ("Tenant").

Recitals
--------

A. Landlord and Tenant executed that certain Office Lease dated March 2,
1999 (the "Original Lease"), covering certain space therein designated Suite
1100, containing approximately 7,782 RSF (the "Premises"), located on the
eleventh (11th) floor of that office building commonly known as AT&T Building,
and located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Building").

B. The Original Lease has been amended by that certain First Amendment to
Office Lease (the "First Amendment") wherein, inter alia, Tenant and Landlord
agreed to change certain provisions of the Lease pertaining to the security
deposit and Construction Agreement. The Original Lease, as modified by the First
Amendment, is hereinafter referred to as the "Lease."

C. Landlord has discovered that the Lease contains an error in the
description of the RSF of the Building, and Landlord and Tenant desire to amend
and modify the Lease to correct that error, all on the terms and conditions
provided herein.

D. Unless otherwise expressly provided herein, capitalized terms used
herein shall have the meanings as designated in the Lease,

Agreement
---------

1. RSF of the Building. The last line of Paragraph 1(d) of the Original
Lease is hereby amended in its entirety to read as follows: "RSF of the Building
184,581."

2. Time of the Essence. Time is of the essence with respect to Tenant's
execution and delivery of this Second Amendment to Landlord. If Tenant fails to
execute and deliver a signed copy of this Second Amendment to Landlord by 5:00
p.m. (Denver, Colorado time) on April 14, 1999 it shall be deemed null and void
and shall have no force or effect, unless otherwise agreed in writing by
Landlord. Landlord's acceptance, execution and return of this document shall
constitute Landlord's agreement to waive Tenant's failure to meet the foregoing
deadline.

3. Binding Effect. Except as modified by this Second Amendment, the terms
and provisions of the Lease shall remain in full force and effect, and the
Lease, as modified by this Second Amendment, shall be binding upon the parties

hereto, their successors and permitted assigns. This Second Amendment shall
become effective only after the full execution and delivery hereof by Landlord
and Tenant,

4. Ratification of Lease, All of the terms and provisions of the Lease as
herein amended and supplemented, are hereby ratified and confirmed, and shall
remain in full force and effect.

5. Conflict. In the event of any conflict between the provisions of this
Second Amendment and the provisions of the other portions of the Lease, the
provisions of this Second Amendment shall control.

EXECUTED as of the day and year first above written.

TENANT: LANDLORD:
------- ---------

INFONOW CORPORATION, a Delaware CRESCENT REAL ESTATE EQUITIES
corporation LIMITED PARTNERSHIP, a Delaware
limited partnership

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation, its general partner

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
----------------------- -------------------------

Title: Vice President & CFO Title: Vice President, Leasing/Marketing
--------------------------- ----------------------------------------

THIRD AMENDMENT TO OFFICE LEASE

THIS THIRD AMENDMENT TO OFFICE LEASE (this "Third Amendment") is entered
into as of the 29th day of November, 1999, by and between CRESCENT REAL ESTATE
EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and
INFONOW CORPORATION, a Delaware corporation ("Tenant").

Recitals
--------

A. Landlord and Tenant executed that certain Office Lease dated March 2,
1999 (the "Original Lease"), covering certain space therein designated as Suite
1100, containing approximately

7,782 RSF (the "Premises"), located on the eleventh (11th) floor of that office
building commonly known as AT&T Building, and located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Building").

B. The Original Lease has been amended by that certain First Amendment to
Office Lease (the "First Amendment") dated March 31, 1999, wherein, inter alia,
Tenant and Landlord agreed to change certain provisions of the Lease pertaining
to the security deposit and Construction Agreement and that certain Second
Amendment to Office Lease (the "Second Amendment") dated April 14, 1999, wherein
Landlord and Tenant revised the Lease to reflect the correct RSF of the
Building. The Original Lease, as modified by the First Amendment and the Second
Amendment, is referred to herein as the "Lease."

C. Tenant has requested: (i) to enlarge the Premises by leasing an
additional 4,984 RSF located contiguous to the Premises on the 11th floor of the
Building, as shown on Exhibit A attached hereto (the "Expansion Space") and (ii)
to further amend and modify the Lease in certain respects as provided herein,
and Landlord has agreed to such modifications, all on the terms and conditions
contained herein.

D. Unless otherwise expressly provided herein, capitalized terms used
herein shall have the meanings as designated in the Lease.

Agreement
---------

1. Addition of Expansion Space to Premises. Effective upon the date hereof
(the "Execution Date"), the Expansion Space is hereby added to the Premises.
Effective upon the Execution Date, all references in the Lease to the Premises
shall be deemed to include the Expansion Space. The Expansion Space shall be
added to the Premises, for all purposes, as of the Execution Date and for the
balance of the Term, upon and subject to all of the terms, covenants and
conditions of the Lease, provided, however, that Tenant's obligation to make
rental payments under the Lease with respect to the Expansion Space, as set
forth below, shall commence upon the date of Landlord's delivery to Tenant of
the Expansion Space (the "Expansion Space Delivery Date").

2. Expansion Space Delivery and Construction. Landlord and Tenant agree
that Tenant's leasehold interest in and right to occupy the Expansion Space is
subject to Landlord's completion of certain tenant improvements within the
Expansion Space (the "Work", as defined in the Work Letter [hereinafter
defined]) on the terms contained in that certain work letter attached hereto as
Exhibit B and incorporated herein by this reference (the "Work Letter"), which
Landlord anticipates to occur no later than February 1,2000 (the "Estimated
Expansion Space Delivery Date"). Landlord shall use reasonable efforts to
complete the Work and to deliver the Expansion Space to Tenant on or before the
Estimated Expansion Space Delivery Date.

3. Base Rent - Expansion Space. Commencing on the Expansion Space Delivery
Date, and continuing through the Term of the Lease, the Base Rent due and
payable for each rentable square foot contained in the Expansion Space (in
addition to any other Base Rent payable pursuant to the terms of the Lease),
shall be as follows:

Rental Period Annual Base Rental Rate/RSF Monthly Base Rent
Expansion Space Delivery $13.00 $5,399.33
Date to 6/30/00
7/01/00 to 6/30/01 $14.00 $5,814.67
7/01/01 to 6/30/02 $15.00 $6,230.00
7/01/02 to 6/30/03 $16.00 $6,645.33
7/01/03 to Expiration Date $17.00 $7,060.67

4. Tenant's Share of EOE. Commencing on the Expansion Space Delivery Date,
Tenant shall pay to Landlord Tenant's Share of EOE with respect to the Expansion
Space, in accordance with the terms and provisions of Paragraph 7 of the Lease.
All rental, including without limitation Base Rent and Tenant's Share of EOE,
shall be payable in accordance with the terms and provisions of the Lease.

5. Parking. As of the Expansion Space Delivery Date, Tenant shall take and
pay for an additional three (3) unreserved parking permits allowing access to
the parking facilities serving the Building (the "Additional Parking Permits").
As of the Expansion Space Delivery Date, and continuing through the initial Term
(and, if applicable, during any renewal or extension term of the Lease), Tenant
shall pay Landlord's quoted monthly contract rate (as set from time to time) for
each of the Additional Parking Permits, plus any taxes thereon. All of the other
terms of the Lease applicable to Tenant's parking rights shall be applicable to
the Additional Parking Permits provided in this Paragraph 5. The parking rights
provided in this Paragraph 5 are in addition to any other parking rights
provided in the Lease.

6. Termination of Preferential Right to Lease. Tenant is exercising its
preferential right to lease as set forth in Rider No. 2 to the Lease (the
"Preferential Right to Lease") through its taking of the Expansion Space
pursuant to the terms of this Third Amendment, and therefore the Preferential
Right to Lease is hereby terminated and shall be considered null, void and of no
further effect.

7. Time of the Essence. Time is of the essence with respect to Tenant's
execution and delivery of this Third Amendment to Landlord. If Tenant fails to
execute and deliver a signed copy of this Third Amendment to Landlord by 5:00
p.m. (Denver, Colorado time) on November 10, 1999 it shall be deemed null and
void and shall have no force or effect, unless otherwise agreed in writing by
Landlord. Landlord's acceptance, execution and return of this document shall
constitute Landlord's agreement to waive Tenant's failure to meet the foregoing
deadline.

8. Binding Effect. Except as modified by this Third Amendment, the terms
and provisions of the Lease shall remain in full force and effect, and the
Lease, as modified by this Third Amendment, shall be binding upon the parties
hereto, their successors and permitted assigns. This Third Amendment shall
become effective only after the full execution and delivery hereof by Landlord
and Tenant.

9. Ratification of Lease. All of the terms and provisions of the Lease as
herein amended and supplemented, are hereby ratified and confirmed, and shall
remain in full force and effect.

10. Conflict. In the event of any conflict between the provisions of this
Third Amendment and the provisions of the other portions of the Lease, the
provisions of this Third Amendment shall control.

EXECUTED as of the day and year first above written.

TENANT: LANDLORD:
------- ---------

INFONOW CORPORATION, a Delaware CRESCENT REAL ESTATE
corporation EQUITIES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation, its general partner

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
----------------------- -------------------------

Title: Vice President and CFO Title: Vice President, Leasing/Marketing
----------------------------- ----------------------------------------

EXHIBIT A
---------

Depiction of Expansion Space

[to be attached]

EXHIBIT A
---------

Depiction of Expansion Space

EXHIBIT B
---------

Work Letter

This Work Letter is attached as an Exhibit to that certain Third Amendment
to Office Lease (the 'Third Amendment") between CRESCENT REAL ESTATE EQUITIES
LIMITED PARTNERSHIP, as Landlord, and INFONOW CORPORATION, as Tenant, for the
Expansion Space, containing approximately 4,984 RSF, located on the 11th floor
of the Building. Unless otherwise specified, all capitalized terms used in this
Work Letter shall have the same meanings as in the Third Amendment, and if not
defined in the Third Amendment, shall have the same meanings as in the Lease. In
the event of any conflict between the Lease (as amended by the Third Amendment)
and this Work Letter, the latter shall control.

1. Approved Construction Documents.

(a) Tenant's Information. No later than December 15, 1999, Tenant shall
submit to Landlord all information necessary for the preparation of complete,
detailed architectural, mechanical, electrical and plumbing drawings and
specifications for construction of the Work (as defined below) in the Expansion
Space, including Tenant's partition and furniture layout, reflected ceiling,
telephone and electrical outlets and equipment rooms, initial provider(s) of
telecommunications services, doors (including hardware and keying schedule),
glass partitions, windows, critical dimensions, structural loads, millwork,
finish schedules, and HVAC and electrical requirements (including Tenant's
connected electrical loads and the National Electrical Code (NFPA-70) Design
Load Calculations), together with all supporting information and delivery
schedules ("Tenant's Information").

(b) Construction Documents. Following Landlord's execution of the Third
Amendment and receipt of Tenant's Information, an architectural/engineering firm
approved by Landlord shall prepare and submit to Tenant all finished and
detailed architectural drawings and specifications, including mechanical,
electrical and plumbing drawings (the "Construction Documents"). J~ addition,
Landlord shall advise Tenant of the number of days of Tenant Delay (as defined
below) attributable to extraordinary requirements (if any) contained in Tenant's
Information. Landlord (or its designated representative) reserves the right to
designate the location(s) of all of Tenant's mechanical, electrical or other
equipment and the manner in which such equipment will be connected to Building
systems.

(c) Approved Construction Documents. Within 3 days after receipt, Tenant
shall (i) approve and return the Construction Documents to Landlord, or (ii)
provide Landlord Tenant's written requested changes to the Construction
Documents, in which event Landlord shall have the Construction Documents revised
(as Landlord deems appropriate) and resubmitted to Tenant for approval within 3
days after receipt. If Tenant fails to request changes within such 3 day period,
Tenant shall be deemed to have approved the Construction Documents. Upon Tenants
approval, the Construction Documents shall become the "Approved Construction
Documents". By granting approval of the Construction Documents (whether such
approval is expressly granted or deemed given as provided above), Tenant shall
be deemed to have confirmed by means of calculations or metering that the
available capacity of the Building electrical system will support Tenant's
electrical requirements.

2. Pricing and Bids. Following receipt of the Approved Construction Documents,
Landlord will promptly price the construction of the Work with approved general
contractors in accordance with the Approved Construction Documents and furnish
written price estimates to Tenant. Upon receipt, Tenant shall promptly review
such estimates and complete negotiations with Landlord for any changes or
adjustments thereto. Within 5 days after such receipt, Tenant shall return the
estimates with written approval to Landlord. If Tenant fails to give its
approval within such 5 day period, the estimates will be deemed approved by
Tenant.

3. Landlord's Contributions. Landlord will provide a construction allowance not
to exceed $7.20 per RSF in the office space portion of the Expansion Space (the
"Construction Allowance"), toward the cost of constructing the Work. Payments
shall be made directly to Landlord's contractor performing the Work. The cost of
(a) all space planning, design, consulting or review services, (b) construction
drawings, (c) extension of electrical wiring from Landlord's designated
location(s) to the Expansion Space, (d) purchasing and installing all equipment
for the Expansion Space (including any submeters and other above building
standard electrical equipment approved by Landlord), (e) required metering,
re-circuiting or re-wiring for metering, equipment rental, engineering design
services, consulting services, studies, construction services, cost of billing
and collections, and (f) materials and labor, shall all be included in the cost
of the Work and may be paid out of the Construction Allowance, to the extent
sufficient funds are available for such purpose. All bills for the Work must be
submitted within six months after the Expansion Space Delivery Date, and
Landlord will make no further payments related to the Work after such six month
period.

4. Construction.

(a) General Terms. Subject to the terms of this Work Letter, Landlord
agrees to cause leasehold improvements to be constructed in the Expansion Space
(the "Work") in a good and workmanlike manner in accordance with the Approved
Construction Documents. Tenant acknowledges that Landlord is not an architect or
engineer, and that the Work will be designed and performed by independent
architects, engineers and contractors. Accordingly, Landlord does not guarantee
or warrant that the Approved Construction Documents will comply with Laws or be
free from errors or omissions, nor that the Work will be free from defects, and
Landlord will have no liability therefor. In the event of such errors, omissions
or defects, and upon Tenant's written request, Landlord will use commercially
reasonable efforts to cooperate with Tenant in enforcing any applicable
warranties. In addition, unless expressly agreed to in writing by Landlord prior
to commencement of the Work, Landlord's approval of the Construction Documents
or the Work shall not be interpreted to waive or otherwise modify the terms and
provisions of the Lease (as modified by the Third Amendment). Except with
respect to the economic terms set forth in Paragraph 3 of this Work Letter, the
terms and provisions contained in this Work Letter shall survive the completion
of the Work and shall govern in all applicable circumstances arising under the
Lease throughout the Term, including the construction of future improvements in
the Expansion Space. Tenant acknowledges that Tenant's Information and the
Approved Construction Documents must comply with (i) the definitions used by
Landlord for the electrical terms used in this Work Letter, (ii) the electrical
and HVAC design capacities of the Building, (iii) Landlord's policies concerning
communications and fire alarm services, and (iv) Landlord's policies concerning
Tenant's electrical design parameters, including harmonic distortion. Upon
Tenant's request, Landlord will provide Tenant a written statement outlining
items (i) through (iv) above.

(b) ADA Compliance. Landlord shall, as a Building Operating Expense, be
responsible for ADA compliance for the base Building, core areas (including
elevators, Common Areas, Service areas and the Property's parking facilities)
and all points of access into the Building. Tenant shall, at its expense, be
responsible for ADA compliance in the Expansion Space, including restrooms on
any floor now or hereafter leased or occupied in its entirety by Tenant, its
affiliates or transferees. Landlord shall not be responsible for determining
whether Tenant is a public accommodation under ADA or whether the Approved
Construction Documents comply with ADA requirements. Such determinations, if
desired by Tenant, shall be the sole responsibility of Tenant.

(c) Substantial Completion. Time is of the essence in connection with the
obligations of Landlord and Tenant under this Work Letter. Landlord shall not be
liable or responsible for any claims incurred (or alleged) by Tenant due to any
delay in achieving Substantial Completion (as defined below) for any reason nor
shall it render the Lease or this the Third Amendment void or voidable, and
Tenant's sole and exclusive remedy for any delay in achieving Substantial
Completion for any reason other than Tenant Delay (as defined below) shall be
the resulting postponement (if any) of the commencement of rental payments for
the Expansion Space pursuant to the terms of the Third Amendment. Moreover,
notwithstanding anything contained in the Third Amendment or this Work Letter to
the contrary, Tenant acknowledges that Landlord will be performing its
obligations under this Work Letter while Tenant is occupying the Premises
contiguous to the Expansion Space, and agrees that Landlord, its agents,
employees and contractors shall have the right to enter the Premises during
business hours to perform the Work. Tenant understands that the work to be
performed pursuant to this Work Letter may result in noise, vibration, dirt dust
and other circumstances commonly attendant to construction. Tenant hereby waives
any claim of injury or inconvenience to its business, interference with Tenant's
business, loss of occupancy or quiet enjoyment of the Premises, or any other
loss occasioned by such entry or the performance of the Work required pursuant
to the terms of this Work Letter, nor shall the same relieve Tenant of any
obligations under the Lease (as amended by the Third Amendment). Landlord will
attempt to minimize the disruption to Tenant's business during its performance
of the Work. No entry of the Premises or Expansion Space by Landlord under this
Work Letter shall be deemed a forcible or unlawful entry into the Premises or a
detainer of the Premises, or an eviction, actual or constructive, of Tenant from
the Premises, or any part of the Premises, nor shall such entry entitle Tenant
to damages or an abatement of monthly Base Rent, Tenant's share of EOE, or other
charges that the Lease requires Tenant to pay. Tenant shall fully cooperate with
Landlord and its contractors and shall not in any way impeded, inhibit or hinder
any of the Work to be performed pursuant to the terms of this Work Letter. For
purposes of this Work Letter, the Work shall be deemed to be "Substantially
Complete" on the date that all Work has been performed, other than any details
of construction, mechanical adjustment or any other similar matter, the
noncompletion of which does not materially interfere with Tenant's use or
occupancy of the Expansion Space. However, if Landlord is delayed in the
performance of the Work as a result of any Tenant Delay(s), the Work shall be
deemed to be Substantially Complete on the date that Landlord could reasonably
have been expected to Substantially Complete the Work absent any Tenant Delay.
"Tenant Dela means any act or omission of Tenant or its agents, employees,
vendors or contractors that actually delays the Substantial Completion of the
Work, including, without limitation: (i) Tenant's failure to furnish information
or approvals within any time period specified in this Work Letter, including the
failure to prepare or approve preliminary or final plans by any applicable due
date; (ii) Tenant's selection of equipment or materials that have long lead
times after first being informed by Landlord in writing that the selection may
result in a delay; (iii) changes requested or made by Tenant to previously
approved plans and specifications; or (iv) performance of work in the Expansion
Space by Tenant or Tenant's contractor(s) during the performance of the Work.

5. Costs.

(a) Change Orders and Cost Overruns. All changes to, and deviations from,
the Approved Construction Documents at the direction of Tenant (each, a "Change
Order"), including any (i) direction of Tenant to omit any portion of the Work,
(ii) additional architectural or engineering services, (iii) changes to
materials, whether standard materials, specially ordered materials, or specially
fabricated materials, (iv) cancellation or modification of supply or fabrication
orders, and (v) removal or alteration of any portion of the Work, must be
approved in advance in writing by Landlord. Change Orders requested by Tenant
and approved by Landlord which increase the cost of the Work shall be paid by
Tenant within 15 days of receipt of Landlord's invoice therefor (which payment
may be required by Landlord prior to commencing construction). Except as
otherwise expressly provided in this Work Letter, all costs of the Work in
excess of the Construction Allowance (collectively, "Cost Overruns") shall be
paid by Tenant to Landlord within 10 days of Landlord's invoice. In addition, at
Landlord's election, Landlord may require Tenant to prepay any projected Cost
Overruns within 5 days of Landlord's invoice. Landlord may stop or decline to
commence all or any portion of the Work until such payment (or prepayment) is
received. On or before the date of Substantial Completion, Tenant shall pay
Landlord the entire amount of all Cost Overruns, less any prepaid amounts.
Tenant's failure to pay, when due, any Cost Overruns or the cost of any Change
Order shall constitute an event of default under the Lease.

(b) Construction Management Fee. Within 10 days following the date of
invoice, Tenant shall, for supervision and administration of the construction
and installation of the Work, pay Landlord a construction management fee equal
to 2.5% of the aggregate contract price for the Work, which shall be paid from
the Construction Allowance. Tenant's failure to pay such construction management
fee when due shall constitute an event of default under the Lease.

FOURTH AMENDMENT TO OFFICE LEASE

THIS FOURTH AMENDMENT TO OFFICE LEASE (this "Fourth Amendment') is entered
into as of the 3rd dayof January, 2000, by and between CRESCENT REAL ESTATE
EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), and
INFONOW CORPORATION, a Delaware corporation ("Tenant").

Recitals
--------

A. Landlord and Tenant executed that certain Office Lease dated March 2,
1999 (the "Original Lease"), covering certain space therein designated as Suite
1100, containing approximately 7,782 RSF (the "Original Premises"), located on
the eleventh (11th) floor of that office building commonly known as AT&T
Building, and located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the

B. The Original Lease has been amended by: (i) that certain First Amendment
to Office Lease (the "First Amendment") dated March 31, 1999, wherein, inter
alia, Tenant and Landlord agreed to change certain provisions of the Lease
pertaining to the security deposit and Construction Agreement; (ii) that certain
Second Amendment to Office Lease (the Second Amendment") dated April 14, 1999,
wherein Landlord and Tenant revised the Lease to reflect the correct RSF of the
Building; and (iii) that certain Third Amendment to Office Lease (the 'Third
Amendment") dated November 29, 1999, wherein Tenant leased an additional 4,984
RSF located contiguous to the Premises on the 11th floor of the Building (the
"Expansion Space"). The Original Lease, as modified by the First Amendment, the
Second Amendment and the Third Amendment is referred to herein as the "Lease."
The Original Premises, as enlarged by the Expansion Space, are hereinafter
referred to as the "Premises."

C. Tenant has requested: (i) to extend the time for use of its construction
allowance for the Original Premises; (ii) to utilize the construction allowance
originally allocated for improvements in the Original Premises for improvements
in the Expansion Space, and vice versa; arid (iii) to further amend and modify
the Lease in certain respects as provided herein, and Landlord has agreed to
such modifications, all on the terms and conditions contained herein.

D. Unless otherwise expressly provided herein, capitalized terms used
herein shall have the meanings as designated in the Lease.

Agreement
---------

In consideration of the sum of Ten Dollars ($10.00), the mutual covenants
and agreements contained herein and in the Lease and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlor and Tenant hereby agree as follows:

1. Extension of Construction Allowance Deadline. Subparagraph 3(b) of the
Construction Agreement attached as Exhibit C to the Original Lease is hereby
amended in its entirety to read as follows:

(b) Unused Allowance(s). Any allowance made available to Tenant under this
Construction Agreement must be utilized for its intended purposes on
or before April 30, 2000 or be forfeited with no further obligation on

the part of Landlord. Notwithstanding the foregoing in the event that
any of the Construction Allowance remains unused after the completion
of the Work as set forth in this Construction Agreement, the remaining
Construction Allowance may be utilized by Tenant for additional tenant
improvements at the Premises at any time during the initial Term of
the Lease, which additional tenant improvements shall be subject to
Landlord's prior written approval and also subject to all of the
provisions of the Lease concerning the construction of improvements or
Alterations at the Premises, including but not limited to Paragraph 11
thereof.

2. Pooling of Construction Allowances for Original Premises and Expansion
Space. Notwithstanding anything to the contrary contained in the Original Lease
or the Third Amendment, Tenant shall be entitled to use the Construction
Allowance (as defined in the Original Lease) originally allocated for use in the
Original Premises, for the Work (as defined in the Third Amendment) in the
Expansion Space, and shall also be entitled to use the Construction Allowance
(as defined in the Third Amendment) originally allocated for use in the
Expansion Space, for the Work (as defined in the Original Lease) in the Original
Premises; provided, however, that nothing contained herein shall be deemed to
increase either Construction Allowance beyond its respective original amount as
set forth in the Original Lease and Third Amendment, respectively.

3. Time of the Essence. Time is of he essence with respect to Tenant's
execution and delivery of this Fourth Amendment to Landlord. If Tenant fails to
execute and deliver a signed copy of this Fourth Amendment to Landlord by 5:00
p.m. (Denver, Colorado time) on January 3, 2000 it shall be deemed null and void
and shall have no force or effect, unless otherwise agreed in writing by
Landlord. Landlord's acceptance, execution and return of this document shall
constitute Landlord's agreement to waive Tenant's failure to meet the foregoing
deadline.

4. Binding Effect. Except as modified by this Fourth Amendment, the terms
and provisions of the Lease shall remain in full force and effect, and the
Lease, as modified by this Fourth Amendment, shall be binding upon the parties
hereto, their successors and permitted assigns. This Fourth Amendment shall
become effective only after the full execution and delivery hereof by Landlord
and Tenant.

5. Ratification of Lease. All of the terms and provisions of the Lease as
herein amended and supplemented, are hereby ratified and confirmed, and shall
remain in full force and effect.

6. Conflict. In the event of any conflict between the provisions of this
Fourth Amendment and the provisions of the other portions of the Lease, the
provisions of this Fourth Amendment shall control.

EXECUTED as of the day and year first above written.

TENANT: LANDLORD:

INFONOW CORPORATION, a Delaware CRESCENT REAL ESTATE
Corporation EQUITIES LIMITED PARTNERSHIP,
a Delaware limited partnership

By: Crescent Real Estate Equities, Ltd., a
Delaware corporation, its general
Partner

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
----------------------- -------------------------

Title: Vice President & CFO Title: Vice President, Leasing/Marketing
--------------------------- ----------------------------------------

Office Lease Between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP ("Landlord") and

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