<SUBMISSION>
<ACCESSION-NUMBER>0000912057-00-036927
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20000630
<FILING-DATE>20000814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>TELETECH HOLDINGS INC
<CIK>0001013880
<ASSIGNED-SIC>7389
<IRS-NUMBER>841291044
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-11919
<FILM-NUMBER>696158
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1700 LINCOLN STREET
<STREET2>SUITE 1400
<CITY>DENVER
<STATE>CO
<ZIP>80203
<PHONE>3038944000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1700 LINCOLN STREET
<STREET2>SUITE 1400
<CITY>DENVER
<STATE>CO
<ZIP>80203
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a10-q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2000

                                       OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to


                         Commission file number 0-21055


                             TELETECH HOLDINGS, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                                                84-1291044
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification  No.)


1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO                                                        80203
(Address of principal                                                 (Zip Code)
  executive office)


                                 (303) 894-4000
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                                 YES X   NO
                                    ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                             Outstanding at
        Class of Common Stock                                August 4, 2000
Common Stock, par value $.01 per share                         62,793,509

<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
                                                                                            PAGE
                                                                                           NUMBER
<S>                                                                                       <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

      Condensed consolidated balance sheets--December 31, 1999 and June 30, 2000              3

      Condensed consolidated statements of income--Three months ended June 30,
      2000 and 1999                                                                           5

      Condensed consolidated statements of income--Six months ended June 30,
      2000 and 1999                                                                           6

      Condensed consolidated statements of cash flows--Six months ended
      June 30, 2000 and 1999                                                                  7

      Notes to condensed consolidated financial statements--June 30, 2000                     8

Item 2.    Management's Discussion and Analysis of Financial Condition and
                   Results of Operations                                                     12

Item 3.    Quantitative and Qualitative Disclosures about Market Risk                        16


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                 17

Item 4.    Submission of Matters to a Vote of Security Holders                               17

Item 5.    Recent Developments                                                               18

Item 6.    Exhibits and Reports on Form 8-K                                                  19

SIGNATURES                                                                                   20

</TABLE>

                                       2
<PAGE>

Item 1.

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                           December 31,       June 30,
                                    ASSETS                                    1999              2000
                                                                           ----------         --------
                                                                                            (Unaudited)
<S>                                                                        <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                $ 14,663         $  6,119
   Short-term investments                                                     41,599           47,359
   Investment in common stock                                                     --           70,839
   Accounts receivable, net of allowance for doubtful
      accounts of $3,787 and $4,388, respectively                             78,753          123,601
   Prepaids and other assets                                                   5,361            7,852
   Deferred tax asset                                                          4,889               --
                                                                             -------          -------
      Total current assets                                                   145,265          255,770
                                                                             -------          -------
PROPERTY AND EQUIPMENT, net of accumulated depreciation
   of $65,083 and $80,120, respectively                                      108,945          136,912
                                                                             -------          -------
OTHER ASSETS:
   Long-term accounts receivable                                               3,930            2,290
   Investment in customer relationship management
      software company, at cost                                                2,500               --
   Goodwill, net of amortization of $3,103 and $3,862, respectively           20,633           22,296
   Contract acquisition cost, net of amortization of
      $1,614 and $2,607, respectively                                          9,286           13,893
   Deferred tax asset                                                            550              550
   Other assets                                                                2,621            6,602
                                                                             -------          -------
      Total assets                                                          $293,730         $438,313
                                                                            ========         ========

</TABLE>

              The accompanying notes are an integral part of these
                     condensed consolidated balance sheets.



                                       3
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                           December 31,         June 30,
         LIABILITIES AND STOCKHOLDERS' EQUITY                 1999               2000
                                                           -----------          --------
                                                                              (Unaudited)
CURRENT LIABILITIES:
<S>                                                        <C>                <C>
    Current portion of long-term debt                       $   4,842          $  7,755
    Bank overdraft                                              1,323               930
    Accounts payable                                            8,217             9,782
    Accrued employee compensation                              26,282            29,066
    Accrued income taxes                                        1,523             5,069
    Deferred income taxes                                          --            16,733
    Other accrued expenses                                     16,831            23,509
    Customer advances, deposits and deferred income             4,510             3,199
                                                            ---------          --------
      Total current liabilities                                63,528            96,043

LONG-TERM DEBT, net of current portion:
    Capital lease obligations                                   1,697                23
    Line of credit                                             18,000            43,000
    Other debt                                                  5,469             3,359
                                                            ---------          --------
      Total liabilities                                        88,694           142,425
                                                            ---------          --------
MINORITY INTEREST, in consolidated subsidiaries                    --             5,499
                                                            ---------          --------

STOCKHOLDERS' EQUITY:
   Stock purchase warrants                                         --             5,100
   Common stock; $.01 par value; 150,000,000 shares
      authorized; 61,823,645 and 62,745,671 shares,
      respectively, issued and outstanding                        617               627
   Additional paid-in capital                                 121,060           136,318
   Accumulated other comprehensive income                      (1,148)           37,555
   Retained earnings                                           84,507           110,789
                                                            ---------          --------
      Total stockholders' equity                              205,036           290,389
                                                            ---------          --------
      Total liabilities and stockholders' equity            $ 293,730          $438,313
                                                            =========          ========

</TABLE>

              The accompanying notes are an integral part of these
                     condensed consolidated balance sheets.


                                       4
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                   June 30,
                                                         ----------------------------
                                                            1999              2000
                                                         ---------          ---------
<S>                                                      <C>                <C>
REVENUES                                                 $ 120,565          $ 181,846
                                                         ---------          ---------
OPERATING EXPENSES:
   Costs of services                                        79,835            117,913
   Other operating expenses                                 31,565             46,660
                                                         ---------          ---------
      Total operating expenses                             111,400            164,573
                                                         ---------          ---------
INCOME FROM OPERATIONS                                       9,165             17,273
OTHER INCOME (EXPENSE):
   Interest expense                                           (477)            (1,087)
   Interest income                                             648                688
   Gain on sale of securities                                   --             12,762
   Other                                                      (170)              (675)
                                                         ---------          ---------
                                                                 1             11,688
                                                         ---------          ---------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST             9,166             28,961
   Provision for income taxes                                3,712             10,952
                                                         ---------          ---------
INCOME BEFORE MINORITY INTEREST                              5,454             18,009
   Minority interest, net of income taxes                       --               (399)
                                                         ---------          ---------
NET INCOME                                               $   5,454          $  17,610
                                                         =========          =========
WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                                    61,095             62,607
                                                         =========          =========
   Diluted                                                  62,692             66,700
                                                         =========          =========
NET INCOME PER SHARE
   Basic                                                 $     .09          $     .28
                                                         =========          =========
   Diluted                                               $     .09          $     .26
                                                         =========          =========

</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.



                                       5
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                                     June 30,
                                                         ----------------------------
                                                           1999               2000
                                                         ---------          ---------
<S>                                                      <C>                <C>
REVENUES                                                 $ 231,203          $ 340,340
                                                         ---------          ---------
OPERATING EXPENSES:
   Costs of services                                       154,203            222,915
   Other operating expenses                                 59,969             85,723
                                                         ---------          ---------
      Total operating expenses                             214,172            308,638
                                                         ---------          ---------
INCOME FROM OPERATIONS                                      17,031             31,702

OTHER INCOME (EXPENSE):
   Interest expense                                           (894)            (1,893)
   Interest income                                           1,202              1,322
   Gain on sale of securities                                   --             12,762
   Other                                                      (104)              (657)
                                                         ---------          ---------
                                                               204             11,534
                                                         ---------          ---------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST            17,235             43,236
   Provision for income taxes                                6,970             16,555
                                                         ---------          ---------
INCOME BEFORE MINORITY INTEREST                             10,265             26,681
   Minority interest, net of income taxes                       --               (399)
                                                         ---------          ---------
NET INCOME                                               $  10,265          $  26,282
                                                         =========          =========
WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                                    60,933             62,299
                                                         =========          =========
   Diluted                                                  62,371             66,716
                                                         =========          =========
NET INCOME PER SHARE
   Basic                                                 $     .17          $     .42
                                                         =========          =========
   Diluted                                               $     .16          $     .39
                                                         =========          =========

</TABLE>

              The accompanying notes are an integral part of these
                   condensed consolidated financial statement

                                       6
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         Six Months Ended
                                                                             June 30,
                                                                    --------------------------
                                                                      1999              2000
                                                                    --------          --------
<S>                                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                       $ 10,265          $ 26,282
   Adjustments to reconcile net income to net cash
      used in operating activities:
      Depreciation and amortization                                   13,983            18,197
      Minority interest                                                   --               399
      Allowance for doubtful accounts                                    311               601
      Gain on sale of securities                                          --           (12,762)
      Deferred income taxes                                              (64)             (459)
      Changes in assets and liabilities:
        Accounts receivable                                           (1,005)          (45,449)
        Prepaids and other assets                                     (2,207)           (2,657)
        Accounts payable and accrued expenses                         (5,391)           12,707
        Customer advances, deposits and deferred income                 (130)              785
                                                                    --------          --------
        Net cash provided by (used in) operating activities           15,762            (2,356)
                                                                    --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                (30,835)          (45,818)
   Acquisitions, net of $339 cash acquired                            (4,052)               --
   Contract acquisition costs                                             --            (1,356)
   Investment in customer relationship management
       software company                                                   --            (7,989)
   Proceeds from minority interest in subsidiary                          --             5,100
   Changes in accounts payable and accrued liabilities
      related to investing activities                                    (55)             (600)
   Decrease in short-term investments                                  2,969             8,961
                                                                    --------          --------
        Net cash used in investing activities                        (31,973)          (41,702)
                                                                    --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in bank overdraft                             499              (393)
   Net increase in short-term borrowings                              22,000            25,000
   Net decrease on long-term debt and capital leases                  (2,326)           (1,102)
   Proceeds from exercise of stock options
      including tax benefit                                             (675)           13,468
                                                                    --------          --------
        Net cash provided by financing activities                     19,498            36,973
                                                                    --------          --------
   Effect of exchange rate changes on cash                            (1,860)           (1,459)
                                                                    --------          --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   1,427            (8,544)
CASH AND CASH EQUIVALENTS, beginning of period                         8,796            14,663
                                                                    --------          --------
CASH AND CASH EQUIVALENTS, end of period                            $ 10,223          $  6,119
                                                                    ========          ========

</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.


                                       7
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE (1)--BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. The condensed consolidated financial
statements reflect all adjustments (consisting of only normal recurring
accruals) which, in the opinion of management, are necessary to present fairly
the financial position, results of operations and cash flows of TeleTech
Holdings, Inc. and subsidiaries as of June 30, 2000 and 1999 and for the periods
then ended. Operating results for the three and six months ended June 30, 2000
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2000.

     The unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto
included in the Company's Form 10-K for the year ended December 31, 1999.
Certain 1999 amounts have been reclassified to conform to 2000 presentation.

NOTE (2)-- SEGMENT INFORMATION AND CUSTOMER CONCENTRATIONS

     The Company classified its business activities into four fundamental areas:
outsourced operations in the United States, facilities management operations,
international outsourced operations, and technology services and consulting.
These areas are separately managed and each has significant differences in
capital requirements and cost structures. Outsourced, facilities management and
international outsourced operations are reportable business segments with their
respective financial performance detailed herein. Technology services and
consulting is included in corporate activities as it is not a material business
segment. Also included in corporate activities are general corporate expenses
and overall operational management expenses. Assets of corporate activities
include unallocated cash, short-term investments and deferred income taxes.
There are no significant transactions between the reported segments for the
periods presented.

<TABLE>
<CAPTION>
                                      Three Months Ended
                                          June 30,
(in thousands)                      1999              2000
                                 ---------          ---------
<S>                              <C>                <C>
REVENUES:
Outsourced                       $  72,530          $  94,790
Facilities Management               20,399             28,304
International Outsourced            20,690             55,420
Corporate Activities                 6,946              3,332
                                 ---------          ---------
      Total                      $ 120,565          $ 181,846
                                 =========          =========

OPERATING INCOME (LOSS):
Outsourced                       $  16,801          $  21,032
Facilities Management                1,406              3,547
International Outsourced               532              8,046
Corporate Activities                (9,574)           (15,352)
                                 ---------          ---------
      Total                      $   9,165          $  17,273
                                 =========          =========
</TABLE>

                                       8
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 2000 - CONTINUED

<TABLE>
<CAPTION>
                                      Six Months Ended
                                           June 30,
(in thousands)                      1999              2000
                                 ---------          ---------
<S>                              <C>                <C>
REVENUES:
Outsourced                       $ 138,776          $ 184,794
Facilities Management               40,733             55,208
International Outsourced            38,826             94,159
Corporate Activities                12,868              6,179
                                 ---------          ---------
      Total                      $ 231,203          $ 340,340
                                 =========          =========

OPERATING INCOME (LOSS):
Outsourced                       $  30,555          $  42,081
Facilities Management                3,054              6,510
International Outsourced             1,132             12,802
Corporate Activities               (17,710)           (29,691)
                                 ---------          ---------
      Total                      $  17,031          $  31,702
                                 =========          =========

</TABLE>

<TABLE>
<CAPTION>
                                                     Balance as of
                                              December 31,      June 30,
(in thousands)                                   1999             2000
                                              ----------        --------
<S>                                           <C>              <C>
ASSETS:
Outsourced Assets                              $ 76,401         $103,178
Facilities Management Assets                     11,290           13,417
International Outsourced Assets                  88,643          129,486
Corporate Activities Assets                     117,396          192,232
                                               --------         --------
      Total                                    $293,730         $438,313
                                               ========         ========
GOODWILL:
International Outsourced Goodwill, Net         $ 10,496         $ 10,554
Corporate Activities Goodwill, Net               10,137           11,742
                                               --------         --------
      Total                                    $ 20,633         $ 22,296
                                               ========         ========
</TABLE>

     The following geographic data include revenues based on the location the
services are provided (in thousands).

<TABLE>
<CAPTION>
                          Three Months Ended
                               June 30,
                        1999             2000
                      --------         --------
<S>                   <C>              <C>
REVENUES:
United States         $ 95,062         $120,887
Canada                   7,484           23,726
Australia               13,228           16,484
Latin America            3,500           14,632
Rest of world            1,291            6,117
                      --------         --------
      Total           $120,565         $181,846
                      ========         ========

</TABLE>


                                       9
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 2000 - CONTINUED

<TABLE>
<CAPTION>
                           Six Months Ended
                               June 30,
                        1999             2000
                      --------         --------
<S>                   <C>              <C>
REVENUES:
United States         $182,653         $235,335
Canada                  16,404           36,453
Australia               23,947           31,396
Latin America            5,745           27,012
Rest of world            2,454           10,144
                      --------         --------
      Total           $231,203         $340,340
                      ========         ========

</TABLE>

NOTE (3)--SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NONCASH INVESTING
AND FINANCING ACTIVITIES (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                            Six Months Ended June 30,
                                                            -------------------------
                                                               1999           2000
                                                              ------         ------
<S>                                                         <C>            <C>
Cash paid for interest                                        $  533         $1,087
Cash paid for income taxes                                    $5,218         $2,909

Noncash investing and financing activities:
    Stock issued in purchase of Pamet River, Inc.             $1,753         $   --
    Issuance of stock purchase warrants in connection
             with formation of joint venture                  $   --         $5,100

</TABLE>

NOTE (4)--COMPREHENSIVE INCOME

     In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"). The purpose of SFAS 130 is to report a measure of all changes in equity
that result from recognized transactions and other economic events of the period
other than transactions with owners in their capacity as owners.

     The Company's comprehensive income for the three months and six months
period ended June 30, 1999 and 2000 was as follows (in thousands):

<TABLE>
<CAPTION>
                                                         Three Months Ended June 30,
                                                         ---------------------------
                                                           1999            2000
                                                          ------         --------
<S>                                                      <C>            <C>
Net income for the period                                 $5,454         $ 17,610
Change in cumulative translation adjustment                  558             (970)
Unrealized gain on securities available for sale,
     less related tax effect                                  --           40,303
                                                          ------         --------
Comprehensive income                                      $6,012         $ 56,943
                                                          ======         ========
</TABLE>

                                       10
<PAGE>

                    TELETECH HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 2000 - CONTINUED

<TABLE>
<CAPTION>
                                                          Six Months Ended June 30,
                                                          -------------------------
                                                           1999             2000
                                                          -------         --------
<S>                                                       <C>             <C>
Net income for the period                                 $10,265         $ 26,282
Change in cumulative translation adjustment                   676           (1,600)
Unrealized gain on securities available for sale,
     less related tax effect                                   --           40,303
                                                          -------         --------
Comprehensive income                                      $10,941         $ 64,985
                                                          =======         ========

</TABLE>

NOTE (5)--FORD JOINT VENTURE

     During the first quarter of 2000, the Company and Ford Motor Company
("Ford") formed the Percepta LLC. In connection with this formation, the
Company issued stock purchase warrants to Ford entitling Ford to purchase
750,000 shares of TeleTech common stock. These warrants were valued at $5.1
million using the Black Scholes Option model.

NOTE (6)--LEASE COMMITMENT

     In March, 2000 the Company and State Street Bank and Trust Company of
Connecticut ("State Street") entered into a lease agreement (the "Agreement")
whereby State Street acquired 12 acres of land in Arapahoe County, Colorado for
approximately $5.2 million for the purpose of constructing a new corporate
headquarters for the Company. In June, 2000 the Agreement was amended to provide
for the construction of the building. The total estimated cost of the land and
building provided for under the Agreement is $30 million. Rent expense will
commence upon completion of the building, which is estimated to be in the first
quarter of 2001. The rental expense will be based upon the total project costs
times a floating rate factor based on a spread of 100 to 175 basis points over
LIBOR.

NOTE (7)--INVESTMENT IN COMMON STOCK

     In December 1999 and January 2000, the Company invested a total of $9.6
million in a privately held customer relationship management software company
which resulted in an ownership of approximately 7%. In June, 2000, this company
merged with E.piphany, Inc., a publicly traded customer relationship management
company. As a result of the merger, TeleTech received 825,000 shares of
E.piphany common stock. Prior to June 30, 2000, TeleTech sold 152,500 shares of
E.piphany for total proceeds fo $14.7 million, which resulted in a realized gain
of $12.7 million. The remaining 673,400 shares of E.piphany are reflected in the
accompanying June 30, 2000 balance sheet as an available for sale security.
Accordingly, they are reflected at their market value with the corresponding
unrealized income reflected in other comprehensive income net of tax. Subsequent
to June 30, 2000 TeleTech has sold an additional 290,000 shares for $35.9
million which resulted in a realized gain of $32 million.

NOTE (8)--SUBSEQUENT EVENT

     In July 2000, the Company sold a division of its Australian subsidiary
which provides services in the healthcare industry for cash of approximately
$5.4 million. This sale will result in a gain recognized in the third quarter
of 2000 of approximately $3.0 million. The operating results, assets and
liabilities of this division are not significant to the consolidated operating
results, assets and liabilities of the Company.

                                       11
<PAGE>

Item 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                   FOR THE PERIOD ENDED JUNE 30, 2000 AND 1999

INTRODUCTION

     Management's discussion and analysis of financial condition and results of
operations in this Form 10-Q should be read in conjunction with the note
regarding Forward Looking Information included in the Company's Form 10-K for
the year ended December 31, 1999. Specifically, the Company has experienced, and
in the future could experience, quarterly variations in revenues and earnings as
a result of a variety of factors, many of which are outside the Company's
control, including: the timing of new contracts; the timing of new product or
service offerings or modifications in client strategies; the expiration or
termination of existing contracts; the timing of increased expenses incurred to
obtain and support new business; and the seasonal pattern of certain of the
businesses serviced by the Company.

RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO JUNE 30, 1999

     Revenues increased $61.3 million or 51% to $181.8 million for the three
months ended June 30, 2000 from $120.6 million for the three months ended
June 30, 1999. Outsourced revenues increased $22.3 million, resulting from
$9.8 million in new customers and $12.4 million in increased revenues from
existing clients. Revenues for the three months ended June 30, 2000 include
approximately $28.3 million from facilities management contracts as compared
with $20.4 million for the three months ended June 30, 1999. This increase is
a result of significantly increased call volumes from one of the company's
facility management clients. International outsourced revenues increased
$34.7 million. This is due to significant increases in Canada as a result of
the commencement of operations of Percepta and an increasing number of United
States clients utilizing the Company's Canadian locations. In addition,
revenues in Latin America grew by $11.1 million as a result of an acquisition
in the fourth quarter of 1999, and increased capacity utilization.

     Costs of services increased $38.1 million, or 48%, to $117.9 million for
the three months ended June 30, 2000 from $79.8 million for the three months
ended June 30, 1999. Costs of services as a percentage of revenues decreased
from 66.2% for the three months ended June 30, 1999 to 64.8% for the three
months ended June 30, 2000. The decrease in the costs of services as a
percentage of revenues is a result of increased capacity utilization in several
of the Company's domestic and foreign customer interaction centers.

     Selling, general and administrative expenses increased $15.1 million, or
48% to $46.7 million for the three months ended June 30, 2000 from $31.6 million
for the three months ended June 30, 1999. Selling, general and administrative
expenses as a percentage of revenues decreased from 26.2% for the three months
ended June 30, 1999 to 25.7% for the three months ended June 30, 2000 primarily
as a result of increased capacity utilization in the Company's customer
interaction centers

     As a result of the foregoing factors, income from operations increased $8.1
million or 88%, to $17.3 million for the three months ended June 30, 2000 from
$9.2 million for the three months ended June 30, 1999. Operating income as a
percentage of revenues increased from 7.6% for the three months ended June 30,
1999 to 9.5% for the three months ended June 30, 2000.

                                       12
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
             FOR THE PERIOD ENDED JUNE 30, 2000 AND 1999 - CONTINUED

     Other income totaled $11.7 million for the three months ended June 30, 2000
compared with other income of $1,000 during the three months ended June 30,
1999. This is primarily related to a one-time gain of $12.8 million on the sale
of securities offset by increased interest expense of $610,000 resulting from
the increased levels in borrowings on the line of credit from $22.0 million at
June 30, 1999 to $43.0 million at June 30, 2000. In addition, the Company
incurred a loss of $660,000 resulting from litigation with an equipment
supplier concerning cancellation of a contract.

     As a result of the foregoing factors, net income increased $12.2 million
or 223%, to $17.6 million for the three months ended June 30, 2000 from $5.5
million for the three months ended June 30, 1999.

SIX MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO JUNE 30, 1999

     Revenues increased $109.1 million or 47% to $340.3 million for the six
months ended June 30, 2000 from $231.2 million for the six months ended June
30, 1999. Outsourced revenues increased $46.0 million, resulting from $16
million in new customers and $30 million in increased revenues from existing
clients. Revenues for the six months ended June 30, 2000 include
approximately $55.2 million from facilities management contracts as compared
with $40.7 million for the six months ended June 30, 1999. This increase is a
result of significantly increased call volumes from one of the Company's
facility management clients. International outsourced revenues increased
$55.3 million. This is due to significant increases in Canada as a result of
the commencement of operations of Percepta and an increasing number of United
States clients utilizing the company's Canadian locations. In addition,
revenues in Latin America grew by $21.3 million as a result of acquisitions
in the first quarter and fourth quarter of 1999 and increased capacity
utilization.

     Costs of services increased $68.7 million, or 45%, to $222.9 million for
the six months ended June 30, 2000 from $154.2 million for the six months ended
June 30, 1999. Costs of services as a percentage of revenues decreased from
66.7% for the six months ended June 30, 1999 to 65.5% for the six months ended
June 30, 2000. The decrease in the costs of services as a percentage of revenues
is a result of increased capacity utilization in several of the Company's
domestic and foreign customer interaction centers.

     Selling, general and administrative expenses increased $25.8 million, or
43% to $85.7 million for the six months ended June 30, 2000 from $60.0 million
for the six months ended June 30, 1999. Selling, general and administrative
expenses as a percentage of revenues decreased from 25.9% for the six months
ended June 30, 1999 to 25.2% for the six months ended June 30, 2000 primarily as
a result of increased capacity utilization in the Company's customer interaction
centers.

     As a result of the foregoing factors, income from operations increased
$14.7 million or 86%, to $31.7 million for the six months ended June 30, 2000
from $17.0 million for the six months ended June 30, 1999. Operating income as a
percentage of revenues increased from 7.4% for the six months ended June 30,
1999 to 9.3% for the six months ended June 30, 2000.

     Other income totaled $11.5 million for the six months ended June 30,
2000 compared with other income of $204,000 during the six months ended June
30, 1999. This is primarily related to a one-time gain of $12.8 million on
the sale of securities offset by increased interest expense of $1.0 million
resulting from the increased levels in borrowings on the line of credit from
$22.0 million at June 30, 1999 (of which the entire amount was not
outstanding during the period) to $43.0 million at June 30, 2000. In
addition, the Company incurred a loss of $660,000 resulting from litigation
with an equipment supplier concerning cancellation of a contract.

     As a result of the foregoing factors, net income increased $16.0 or 156%,
to $26.3 million for the six months ended June 30, 2000 from $10.3 million for
the six months ended June 30, 1999.


                                       13
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            FOR THE PERIOD ENDED JUNE 30, 2000 AND 1999 -- CONTINUED


LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2000 the Company had cash and cash equivalents of $6.1
million, short-term investments of $47.4 million and an investment in common
stock of $70.8 million. Cash used by operating activities was $2.4 million for
the six months ended June 30, 2000, which primarily resulted from increased
accounts receivable due to unscheduled early payments in 1999 totaling
approximately $15.0 million the Company was expecting to receive in January
2000. This helped the Company achieve cash flow from operations of $14.0 million
in the fourth quarter of 1999.

     Cash used in investing activities was $41.7 million for the six months
ended June 30, 2000 resulting primarily from $9.0 million decrease in short-term
investments, $5.1 million in capital contribution from a minority interest
partner offset by $45.8 million toward the purchase of property and equipment
and $8.0 million towards an investment in a customer relationship management
software company.

     Cash provided by financing activities was $37.0 million resulting from the
increase in borrowings of $25.0 million and $13.5 million from stock option
exercises and their related tax benefit offset in part by pay downs of capital
leases and other debt.

     During the first quarter of 2000, the Company completed an amendment to its
unsecured revolving line of credit with a syndicate of four banks. The amendment
increased the line of credit to $75.0 million from $50.0 million. The Company
has the option to secure at any time up to $25.0 million of the line with
available cash investments. The Company has two interest rate options: an
offshore rate option or a bank base rate option. The Company will pay interest
at a spread of 50 to 150 basis points over the applicable offshore or bank base
rate, depending upon the Company's leverage. Interest on the secured portion is
based on the applicable rate plus 22.5 basis points. Borrowings under this
agreement totaled $43.0 million at June 30, 2000 of which $20.0 million was
secured at the Company's option with temporary short term investments disclosed
on the balance sheet. Interest rates under these borrowings ranged from 6.7% to
9.5% at June 30, 2000. Under this line of credit, the Company has agreed to
maintain certain financial ratios and capital expenditure limits.

     The Company currently expects total capital expenditures in 2000 to be
approximately $80 to $90 million of which $45.8 million was expended in the
first six months. The Company believes that existing cash on hand and available
borrowings under the line of credit together with cash from operations and
proceeds from the sale of E.piphany common stock will be sufficient to finance
the Company's operations, planned capital expenditures and anticipated growth
through 2000.

FORWARD-LOOKING STATEMENTS

     All statements not based on historical fact are forward-looking statements
that involve substantial risks and uncertainties. In accordance with the Private
Securities Litigation Reform Act of 1995, following are important factors that
could cause TeleTech's actual results to differ materially from those expressed
or implied by such forward-looking statements: lower than anticipated customer
interaction center capacity utilization; the loss or delay in implementation of
a customer management program; TeleTech's ability to build-out facilities in a
timely and economic manner; greater than anticipated competition from new
entrants into the customer care market, causing increased price competition or
loss of clients; the loss of one or more significant clients; higher than
anticipated start-up costs associated with new business opportunities;
TeleTech's ability to predict the potential volume or profitability of any
future technology or consulting sales; TeleTech's agreements with clients may be
canceled on relatively short notice; and TeleTech's ability to generate a
specific level of revenue is dependent upon customer interest in and use of the
Company's clients' products and services. Readers are encouraged to review
TeleTech's 1999 Annual Report on Form 10-K, which describes other important
factors that may impact TeleTech's business, results of operations and financial
condition. However, these factors


                                       14
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            FOR THE PERIOD ENDED JUNE 30, 2000 AND 1999 -- CONTINUED

should not be construed as an exhaustive list. TeleTech cannot always predict
which factors could cause actual results to differ materially from those in its
forward-looking statements. In light of these risks and uncertainties the
forward-looking statements might not occur. TeleTech assumes no obligation to
update its forward-looking statements to reflect actual results or changes in
factors affecting such forward-looking statements.



                                       15
<PAGE>

Item 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                       FOR THE PERIOD ENDED JUNE 30, 2000

     Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial and commodity market prices and rates. The Company is
exposed to market risk in the areas of changes in U.S. interest rates and
changes in foreign currency exchange rates as measured against the U.S. dollar.
These exposures are directly related to its normal operating and funding
activities.

INTEREST RATE RISK

     The interest on the Company's line of credit and its Canadian subsidiary's
operating loan is variable based on the bank's base rate or offshore rate, and
therefore, affected by changes in market interest rates. At June 30, 2000, there
was approximately $930,000 in borrowings outstanding on the operating loan and
$43.0 million outstanding on the Company's line of credit. The Company monitors
interest rates frequently and has sufficient cash balances to significantly
reduce the line of credit, should interest rates increase significantly. The
Company's investments are typically short-term in nature and as a result do not
expose the Company to significant risk from interest rate fluctuations.
Therefore, the Company does not believe that reasonably possible near-term
changes in interest rates will result in a material effect on future earnings,
fair values or cash flows of the Company.

FOREIGN CURRENCY RISK

     The Company has wholly owned subsidiaries in Argentina, Australia, Brazil,
Canada, Mexico, New Zealand, Singapore and the United Kingdom. The substantial
majority of revenues and expenses from these operations are denominated in local
currency, thereby creating exposures to changes in exchange rates. The changes
in the exchange rate may positively or negatively affect the Company's revenues
and net income attributed to these subsidiaries. For the three and six months
ended June 30, 2000, revenues from non-U.S. countries represented 34% and 31% of
consolidated revenues, respectively.

     The Company's Canadian subsidiary receives payment in U.S. dollars for
certain of its larger customer contracts. As all its expenditures are in
Canadian dollars, the Company must acquire Canadian currency on a monthly
basis. Accordingly, the Company has contracted with a Commercial bank at no
material cost, to acquire a total of $27 million Canadian dollars during the
last 6 months of 2000 at a fixed price in U.S. dollars of $18.3 million.
There is no material differences between the fixed exchange ratio and the
current exchange ratio of the U.S./Canadian dollar.

OTHER ITEMS

     From time to time, the Company engages in discussions regarding
restructuring, dispositions, acquisitions and other similar transactions. Any
such transaction could include, among other things, the transfer, sale or
acquisition of significant assets, businesses or interests, including joint
ventures, or the incurrence, assumption or refinancing of indebtedness, and
could be material to the Company's financial condition and results of
operations. There is no assurance that any such discussions will result in
the consummation of any such transaction.

                                       16
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time, the Company is involved in litigation, most of which is
incidental to its business. In the Company's opinion, no litigation to which the
Company currently is a party is likely to have a material adverse effect on the
Company's results of operations or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

     The Company held its annual meeting of shareholders ("Annual Meeting") on
May 3, 2000. As of March 24, 2000, the record date for the Annual Meeting,
approximately 62,338,826 shares of common stock were outstanding. Each matter
submitted to a vote of the shareholders at the Annual Meeting received a number
of votes sufficient for approval.

     The following items were submitted to a vote of the Company's shareholders
at the Annual Meeting:

     (a)  Election of Directors

<TABLE>
<CAPTION>
                                                 VOTES FOR         VOTES ABSTAINED
<S>                                              <C>               <C>
      Kenneth D. Tuchman                         53,054,481             15,547

      Scott Thompson                             53,054,481             15,547

      James Barlett                              53,054,481             15,547

      Rod Dammeyer                               53,054,481             15,547

      George Heilmeier                           53,054,481             15,547

      Morton Meyerson                            53,054,481             15,547

      Alan Silverman                             53,054,481             15,547

</TABLE>

     (b)  Ratification of appointment of Arthur Andersen LLP as the Company's
independent auditors for fiscal year 2000:

<TABLE>
<CAPTION>
          VOTES FOR                  VOTES AGAINST             VOTES ABSTAINED
<S>                                  <C>                       <C>
          53,062,122                     5,174                      2,732
</TABLE>


                                       17
<PAGE>

     (c)  A proposal to adopt the Company's Amended and Restated 1999 Stock
Option and Incentive Plan:

<TABLE>
<CAPTION>
          VOTES FOR                  VOTES AGAINST             VOTES ABSTAINED
<S>                                  <C>                       <C>
          40,399,166                   7,001,740                      3,690
</TABLE>

     (d)  A proposal to adopt the Company's Amended and Restated Employee Stock
Purchase Plan:

<TABLE>
<CAPTION>
          VOTES FOR                  VOTES AGAINST             VOTES ABSTAINED
<S>                                  <C>                       <C>
          47,035,869                    364,961                      3,766
</TABLE>

Item 5. Recent Developments

     New Corporate Headquarters

          In March, 2000 the Company and State Street Bank and Trust Company of
     Connecticut ("State Street") entered into a lease agreement (the
     "Agreement") whereby State Street acquired 12 acres of land in Arapahoe
     County, Colorado for approximately $5.2 million for the purpose of
     constructing a new corporate headquarters for the Company. In June, 2000
     the Agreement was amended to provide for the construction of the building.
     The total estimated cost of the land and building provided for under the
     Agreement is $30 million. Rent expense will commence upon completion of the
     building, which is estimated to be in the first quarter of 2001.

     Investment in Common Stock

          In December 1999 and January 2000, the Company invested a total
     of $9.6 million in Octane Software, Inc., a privately held customer
     relationship management software company. In June, 2000, Octane merged
     with E.piphany, Inc., a publicly traded customer relationship management
     company. As a result of the merger, TeleTech received 825,000 shares of
     E.piphany common stock. Prior to June 30, 2000, TeleTech sold 152,500
     shares of E.piphany, and subsequent to June 30, 2000 TeleTech has sold an
     additional 290,000 shares.


                                       18
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits filed through the filing of this Form 10-Q

<TABLE>
<S>                <C>
           3.1     Restated Certificate of Incorporation of TeleTech[1] {Exhibit 3.1}
           3.2     Amended and Restated Bylaws of TeleTech[1] {Exhibit 3.2}
          10.28*   Letter Agreement dated March 27, 2000 between
                   Larry Kessler and TeleTech
          10.29*   Stock Option Agreement dated March 27, 2000 between Larry Kessler
                   and TeleTech
          10.30*   Promissory Note dated April 3, 2000 by Larry Kessler for the
                   benefit of TeleTech
          10.31*   Lease and Deed of Trust Agreement dated June 22, 2000
          10.32*   Participation Agreement dated June 22, 2000
          27.1 *   Financial Data Schedule
</TABLE>

     (b)  Reports on Form 8-K

          None

-------------------
*    Filed Herewith

[ ]  Such exhibit previously filed with the Securities and Exchange Commission
     as exhibits to the filings indicated below, under the exhibit number
     indicated in brackets { }, and is incorporated by reference.

[1]  TeleTech's Registration Statement on Form S-1, as amended (Registration
     Statement No. 333-04097).


                                       19
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       TELETECH HOLDINGS, INC.
                                            (Registrant)



Date: August 11, 2000                  By: /s/ SCOTT D. THOMPSON
                                          -------------------------------
                                          Scott D. Thompson
                                          Chief Executive Officer and President


Date: August 11, 2000                  By: /s/ MICHAEL E. FOSS
                                          -------------------------------
                                          Michael E. Foss
                                          Chief Financial Officer and President
                                          TeleTech Companies Group


                                       20
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>2
<FILENAME>ex-10_28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>

<PAGE>

March 27, 2000


Larry Kessler
1520 Floribunda Avenue
Burlingame, CA  94010


Dear Larry:

We are pleased to extend to you an offer of employment as Executive Vice
President, World Wide Sales and Marketing of TeleTech Holdings Inc. The position
will be located at our corporate office in Denver, Colorado. You will start no
later than April 3, 2000 and will report to Scott Thompson, Chief Executive
Officer and President. Your annual base salary will be $300,000 with a target
annual bonus opportunity of 100% of your base. Your bonus will be based upon
both TeleTech performance and your individual achievement of MBO goals to be set
jointly by yourself and Scott. For 2000 100% of your annual bonus will be
guaranteed.

You will receive vacation as per TeleTech's policy, which is accrued each pay
period to a maximum of four (4) weeks per year. You will be eligible for
TeleTech's executive medical and dental insurance, as well as a term Life
Insurance policy in the amount of $4,000,000 on your start date (subject to
standard physical exam). You will be eligible for a Long-Term Disability policy
that provides 50% of your base salary and annual bonus (calculated at 80%) on
the 91st day of your disability. Eligibility for the 401(k) plan begins during
the enrollment period following six (6) months of service. You will be eligible
to participate in the Employee Stock Purchase Plan during the enrollment period
following three (3) months of service.

In addition TeleTech will pay you the sum of $100,000 as a signing bonus within
30 days of your start date. If you voluntarily leave TeleTech within the first
eighteen months of employment this sum will be repayable to TeleTech on a
pro-rata basis.

TeleTech will reimburse all necessary and reasonable relocation expenses, up to
$150,000. This will include temporary living, residential closing and commission
costs on the sale of your home, closing costs on your new home, as well as
expenses incurred travelling back and forth from Burlingame, CA to Denver, CO.
All taxable relocation reimbursements will be grossed-up. Relocation expenses
need to be approved in advance. If you voluntarily leave TeleTech within the
first eighteen months of employment this sum will be repayable to TeleTech on a
pro-rata basis.

TeleTech requires all employees to acknowledge the terms and conditions of their
employment by signing agreements regarding at-will employment, arbitration,
confidentiality, non-competition, non-disclosure, trade secrets, and invention
protection. These agreements will be provided by TeleTech and must be signed at
or before the start of your employment.
<PAGE>

Larry Kessler
March 27, 2000
Page 2 of 3


You will receive a sign on bonus of 250,000 stock options with an exercise price
equal to $30.8125. These options will vest in equal annual installments over
four (4) years.

You will be eligible to participate in a Management Stock Option Program, which
is designed to grant options at the end of each year. This is a discretionary
plan which awards options based upon personal achievements of business
objectives.

If you cease to be employed by TeleTech or any of its subsidiaries or affiliates
(collectively, the "SUBSIDIARIES") for any reason other than (i) for "Cause" (as
defined in TeleTech's 1999 Stock Option and Incentive Plan), (ii) your death, or
(iii) your mental, physical or emotional disability or condition, the Options
shall be exercisable at any time prior to the date three months after the date
of termination of your employment.

Your option agreements will also provide that upon a "Change of Control" any
unvested portion of the options that are scheduled to vest within 24 months
following the date the Change of Control becomes effective shall vest and become
immediately exercisable as of the effective date of the Change of Control. If
your employment is terminated other than "For Cause" (as defined in TeleTech's
1999 Stock Option and Incentive Plan) within 24 months following a Change of
Control, 100% of your options will become immediately exercisable.

If your employment is terminated by TeleTech within the first two years of
employment, other than for "Cause," or your position or salary materially
changes (you shall receive (upon condition of executing and delivering a legal
release in a form satisfactory to TeleTech), a payment of 18 months of your
on-target earnings (base salary plus annual bonus) and the accelerated vesting
of any unvested options that would otherwise have vested at the next vesting
date under your option agreements.

This offer is in effect until 5 PM MST March 30, 2000 and is contingent upon
your successful clearance of TeleTech's reference, background and drug screens.

I'd like to personally welcome you to TeleTech. We look forward to working with
you.


Sincerely,

/s/ David Gilbert
-------------------
David Gilbert
Vice President, Corporate Recruiting

DG/gj

<PAGE>

Larry Kessler
March 27, 2000
Page 3 of 3


Please execute two copies of this Agreement, return the original to me and
retain one for your files.

I agree to the terms and conditions of this offer of employment and will begin
working as Executive Vice President, World Wide Sales and Marketing of TeleTech
Holdings Inc. on April 3, 2000 in our Denver office.


Signed: /s/ Larry Kessler
       --------------------------------

Date: 03/27/00


This offer is extended dependent upon reference checking, passing a drug test,
presentation of appropriate documentation to meet current Immigration and
Naturalization requirements, and the receipt of a signed
Non-Disclosure/Non-Compete Agreement. UPON YOUR ARRIVAL, A SOCIAL SECURITY CARD
AND ONE OF THE FOLLOWING DOCUMENTS IS REQUIRED: A VALID DRIVER'S LICENSE, ID
CARD, ORIGINAL OR CERTIFIED COPY OF BIRTH CERTIFICATE, CURRENT INS EMPLOYMENT
AUTHORIZATION, VALID U.S. PASSPORT, OR CERTIFICATE OF NATURALIZATION.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>3
<FILENAME>ex-10_29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>

<PAGE>

                             TELETECH HOLDINGS, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "AGREEMENT") is entered into
between TELETECH HOLDINGS, INC., a Delaware corporation ("TELETECH"), and Larry
Kessler ("OPTIONEE"), as of March 27, 2000 (the "GRANT DATE"). In consideration
of the mutual promises and covenants made herein, the parties hereby agree as
follows:

     1.   GRANT OF OPTION. Subject to the terms and conditions of the TeleTech
Holdings, Inc. 1999 Stock Option and Incentive Plan (the "PLAN"), a copy of
which is attached hereto and incorporated herein by this reference, TeleTech
grants to Optionee an option (the "OPTION") to purchase 250,000 shares (the
"SHARES") of TeleTech's common stock, $.01 par value (the "COMMON STOCK"), at a
price equal to US$30.8125 per share (the "OPTION PRICE"). The Option Price has
been determined by the Compensation Committee of the Board of Directors of
TeleTech (the "COMMITTEE"), acting in good faith, to be the fair market value of
the Common Stock on the Grant Date based upon the last sale price for Common
Stock reported by The Nasdaq Stock Market, Inc. as of the close of business on
the Grant Date.

     The Option is not intended to qualify as an incentive stock option
described in Section 422 of the Internal Revenue Code of 1986, as amended (the
"CODE"). All provisions of this Agreement are to be construed in conformity with
this intention.

     2.   TERM: OPTION RIGHTS. Except as provided below, the Option shall be
valid for a term commencing on the Grant Date and ending 10 years after the
Grant Date (the "EXPIRATION DATE").

          (a)  RIGHTS UPON TERMINATION OF EMPLOYMENT. If Optionee ceases to be
employed by TeleTech or any of its subsidiaries or affiliates (collectively, the
"SUBSIDIARIES") for any reason other than (i) for "Cause" (as defined herein),
(ii) Optionee's death, or (iii) Optionee's mental, physical or emotional
disability or condition (a "DISABILITY"), the Option shall be exercisable at any
time prior to the earlier of the Expiration Date or the date three months after
the date of termination of Optionee's employment.

          (b)  RIGHTS UPON TERMINATION FOR CAUSE. If Optionee's employment with
TeleTech and/or its Subsidiaries is terminated for Cause, the Option shall be
immediately cancelled, no portion of the Option may be exercised thereafter and
Optionee shall forfeit all rights to the Option. The term "Cause" shall have the
meaning given to such term or to the term "For Cause" or other similar phrase in
Optionee's Employment Agreement with TeleTech or any Subsidiary; provided,
however, that (i) if at any time Optionee's employment with TeleTech or any
Subsidiary is not governed by an employment agreement, then the term "Cause"
shall have the meaning given to such term in the Plan, and (ii) "Cause" shall
exclude Optionee's death or Disability.

          (c)  RIGHTS UPON OPTIONEE'S DEATH OR DISABILITY. If Optionee's
employment

                                       1
<PAGE>

with TeleTech and/or its Subsidiaries is terminated as a result of (i)
Optionee's death, the Option may be exercised at any time prior to the earlier
of the Expiration Date or the date six months after the date of Optionee's
death, or (ii) Optionee's Disability, the Option may be exercised at any time
prior to the earlier of the Expiration Date or the date six months after the
date Optionee's employment is terminated as a result of Optionee's Disability.

     3.   VESTING. The Option may only be exercised to the extent vested. Any
vested portion of the Option may be exercised at any time in whole or from time
to time in part. Vesting shall commence on March 27, 2001 and Optionee shall
vest in the Option according to the following schedule (each date set forth
below, a "VESTING DATE"):

<TABLE>
<CAPTION>
                                                           Cumulative
                                                          Percentage of
                  Vesting Date                            Option Vested
                  ------------                            -------------
<S>                                                       <C>
                  March 27, 2001                              25%

                  March 27, 2002                              50%

                  March 27, 2003                              75%

                  March 27, 2004                              100%

</TABLE>

Optionee must be employed by TeleTech or any Subsidiary on (a) March 27, 2001 in
order to vest in any portion of the Option, and (b) on any Vesting Date, in
order to vest in the portion of the Option set forth in the chart above that
vests on such Vesting Date. No portion of the Option shall vest between Vesting
Dates; if Optionee ceases to be employed by TeleTech or any Subsidiary, then any
portion of the Option that is scheduled to vest on any Vesting Date after the
date Optionee's employment is terminated automatically shall be forfeited as of
the termination of employment. If Optionee's employment with TeleTech or any
Subsidiary is terminated for any reason, any portion of the Option which is not
then vested shall be immediately forfeited; provided, however, that a transfer
or reassignment of Optionee from TeleTech to any Subsidiary, or VICE VERSA,
shall not constitute a termination of employment for purposes of this Agreement.

3A.  VESTING FOLLOWING A CHANGE IN CONTROL.

     (a)  Accelerated Vesting. Notwithstanding the vesting schedule contained in
Section 3,

                                       2
<PAGE>

          (i)  upon a Change in Control (as hereinafter defined), any unvested
     portion of the Option that is scheduled to vest (pursuant to Section 3)
     within 24 months following the date the Change of Control becomes effective
     shall vest and become immediately exercisable as of the effective date of
     the Change of Control, with the remainder of the unvested portion of the
     Option vesting pursuant to Section 3, as accelerated by this Section 3A and
     clarified by the following example:

          For example, assume that on June 1, 1999 an optionee was granted an
          option to acquire 10,000 shares of Common Stock, which option vests
          over five years, pro rata, on each anniversary of the grant date. On
          June 5, 2000, a Change of Control is consummated. As of June 5, 2000,
          the optionee will be fully vested in the option with respect to 6,000
          shares (i.e., the 2,000 shares that vested on June 1, 2000, plus an
          additional 4,000 shares that vested on June 5, 2000 in accordance with
          the accelerated vesting provisions of this Section 3A), and the
          remaining unvested portion of the option would vest (assuming all
          other conditions to vesting are satisfied) with respect to the
          remaining 4,000 shares on each of June 1, 2001 (2,000 shares) and June
          2, 2002 (2,000 shares).

          (ii) if Optionee's employment with TeleTech or any Subsidiary is
     terminated within 24 months following a Change in Control, then the entire
     amount of the Option shall become 100% vested and immediately exercisable
     as of Optionee's Termination Date (as defined herein); PROVIDED, HOWEVER,
     that the accelerated vesting described in the foregoing clause (ii) shall
     not apply if Optionee's employment with TeleTech is terminated (A) by
     Optionee for any reason other than for "Good Reason" (as defined herein),
     or (B) by TeleTech for "Cause" (as defined herein).

     (b)  DEFINITION OF "CHANGE IN CONTROL". For purposes of this Agreement,
"CHANGE IN CONTROL" means the occurrence of any one of the following events:

          (i)  any consolidation, merger or other similar transaction (A)
     involving TeleTech, if TeleTech is not the continuing or surviving
     corporation, or (B) which contemplates that all or substantially all of the
     business and/or assets of TeleTech will be controlled by another
     corporation;

          (ii) any sale, lease, exchange or transfer (in one transaction or
     series of related transactions) of all or substantially all of the assets
     of TeleTech (a "DISPOSITION"); PROVIDED, HOWEVER, that the foregoing shall
     not apply to any Disposition to a corporation with respect to which,
     following such Disposition, more than 51% of the combined voting power of
     the then outstanding voting securities of such corporation is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners of at least 51%
     of the then outstanding Common Stock and/or other voting securities of
     TeleTech immediately prior to such Disposition,

                                       3
<PAGE>

     in substantially the same proportion as their ownership immediately prior
     to such Disposition;

          (iii) approval by the stockholders of TeleTech of any plan or proposal
     for the liquidation or dissolution of TeleTech, unless such plan or
     proposal is abandoned within 60 days following such approval;

          (iv) the acquisition by any "person" (as such term is used in Sections
     13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), or
     two or more persons acting in concert, of beneficial ownership (within the
     meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
     1934, as amended) of 51% or more of the outstanding shares of voting stock
     of TeleTech; PROVIDED, HOWEVER, that for purposes of the foregoing,
     "person" excludes Kenneth D. Tuchman and his affiliates; PROVIDED, FURTHER
     that the foregoing shall exclude any such acquisition (A) by any person
     made directly from TeleTech, (B) made by TeleTech or any Subsidiary, or (C)
     made by an employee benefit plan (or related trust) sponsored or maintained
     by TeleTech or any Subsidiary; or

          (v)  if, during any period of 15 consecutive calendar months
     commencing at any time on or after September 1, 1999, those individuals
     (the "CONTINUING DIRECTORS") who either (A) were directors of TeleTech on
     the first day of each such 15-month period, or (B) subsequently became
     directors of TeleTech and whose actual election or initial nomination for
     election subsequent to that date was approved by a majority of the
     Continuing Directors then on the board of directors of TeleTech, cease to
     constitute a majority of the board of directors of TeleTech.

     (c)  OTHER DEFINITIONS. For purposes of this Section 3A, the following
terms have the meanings ascribed to them below:

          (i)  "CAUSE" has the meaning given to such term, or to the term "For
     Cause" or other similar phrase, in Optionee's Employment Agreement with
     TeleTech or any Subsidiary, if any; PROVIDED, HOWEVER, that if at any time
     Optionee's employment with TeleTech or any Subsidiary is not governed by an
     employment agreement, then the term "Cause" shall have the meaning given to
     such term in the Plan; PROVIDED, FURTHER, that, notwithstanding the
     provisions of Optionee's Employment Agreement or of the Plan, for purposes
     of this Agreement, TeleTech shall have the burden to prove that Optionee's
     employment was terminated for "Cause."

          (ii) "TERMINATION DATE" means the latest day on which Optionee is
     expected to report to work and is responsible for the performance of
     services to or on behalf of TeleTech or any Subsidiary, notwithstanding
     that Optionee may be entitled to receive payments from TeleTech (e.g., for
     unused vacation or sick time, severance payments, deferred compensation or
     otherwise) after such date; and

                                       4
<PAGE>

          (iii) "GOOD REASON" means (A) any reduction in Optionee's base salary;
     PROVIDED THAT a reduction in Optionee's base salary of 10% or less does not
     constitute "Good Reason" if such reduction is effected in connection with a
     reduction in compensation that is applicable generally to officers and
     senior management of TeleTech; (B) Optionee's responsibilities or areas of
     supervision within TeleTech or its Subsidiaries are substantially reduced;
     or (C) Optionee's principal office is relocated outside the metropolitan
     area in which Optionee's office was located immediately prior to the Change
     in Control; PROVIDED, HOWEVER, that temporary assignments made for the good
     of TeleTech's business shall not constitute such a move of office location.

     (d)  VESTING FOLLOWING TERMINATION BY TELETECH OTHER THAN FOR CAUSE. In the
event that Optionee's employment with TeleTech is terminated for any reason
other than for "Cause" (as defined above) within two years of the Grant Date,
the unvested portion of the option that would otherwise vest at the next Vesting
Date shall vest and become immediately exercisable as of the day after
Optionee's Termination Date.

     4.   PROCEDURE FOR EXERCISE. Exercise of the Option or a portion thereof
shall be effected by the giving of written notice to TeleTech in accordance with
the Plan and payment of the aggregate Option Price for the number of Shares to
be acquired pursuant to such exercise.

     5.   PAYMENT FOR SHARES. Payment of the Option Price (or portion thereof)
shall be made in cash or by such other method as may be permitted by the
Committee in accordance with the provisions of the Plan. No Shares shall be
delivered upon exercise of the Option until full payment has been made and all
applicable withholding requirements satisfied.

     6.   OPTIONS NOT TRANSFERABLE AND SUBJECT TO CERTAIN RESTRICTIONS. The
Option may not be sold, pledged, assigned or transferred in any manner other
than by will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined in Section 414(p) of the Code. During
Optionee's lifetime, the Option may be exercised only by the Optionee or by a
legally authorized representative. In the event of Optionee's death, the Option
may be exercised by the distributee to whom Optionee's rights under the Option
shall pass by will or by the laws of descent and distribution.

     7.   ACCEPTANCE OF PLAN. Optionee hereby accepts and agrees to be bound by
all the terms and conditions of the Plan.

     8.   NO RIGHT TO EMPLOYMENT. Nothing herein contained shall confer upon
Optionee any right to continuation of employment by TeleTech or any Subsidiary,
or interfere with the right of TeleTech or any Subsidiary to terminate at any
time the employment of Optionee. Nothing contained herein shall confer any
rights upon Optionee as a stockholder of TeleTech, unless and until Optionee
actually receives Shares.

     9.   COMPLIANCE WITH SECURITIES LAWS. The Option shall not be
exercisable and Shares shall not be issued pursuant to exercise of the Option
unless the exercise of the Option and the

                                       5
<PAGE>

issuance and delivery of Shares pursuant thereto shall comply with all
relevant provisions of law including, without limitation, the Securities Act
of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which Common Stock may then be
listed, and shall be further subject to the approval of counsel for TeleTech
with respect to such compliance. If, in the opinion of counsel for TeleTech,
a representation is required to be made by Optionee in order to satisfy any
of the foregoing relevant provisions of law, TeleTech may, as a condition to
the exercise of the Option, require Optionee to represent and warrant at the
time of exercise that the Shares to be delivered as a result of such exercise
are being acquired solely for investment and without any present intention to
sell or distribute such Shares.

     10.  ADJUSTMENTS. Subject to the sole discretion of the Board of Directors,
TeleTech may, with respect to any unexercised portion of the Option, make any
adjustments necessary to prevent accretion, or to protect against dilution, in
the number and kind of shares covered by the Option and in the applicable
exercise price thereof in the event of a change in the corporate structure or
shares of TeleTech; provided, however, that no adjustment shall be made for the
issuance of preferred stock of TeleTech or the conversion of convertible
preferred stock of TeleTech. For purposes of this Section 10, a change in the
corporate structure or shares of TeleTech includes, without limitation, any
change resulting from a recapitalization, stock split, stock dividend,
consolidation, rights offering, spin-off, reorganization or liquidation, and any
transaction in which shares of Common Stock are changed into or exchanged for a
different number or kind of shares of stock or other securities of TeleTech or
another entity.

     11.  NO OTHER RIGHTS. Optionee hereby acknowledges and agrees that, except
as set forth herein, no other representations or promises, either oral or
written, have been made by TeleTech, any Subsidiary or anyone acting on their
behalf with respect to Optionee's right to acquire any shares of Common Stock,
stock options or awards under the Plan, and Optionee hereby releases, acquits
and forever discharges TeleTech, the Subsidiaries and anyone acting on their
behalf of and from all claims, demands or causes of action whatsoever relating
to any such representations or promises and waives forever any claim, demand or
action against TeleTech, any Subsidiary or anyone acting on their behalf with
respect thereto.

     12.  CONFIDENTIALITY. OPTIONEE AGREES NOT TO DISCLOSE, DIRECTLY OR
INDIRECTLY, TO ANY OTHER EMPLOYEE OF TELETECH AND TO KEEP CONFIDENTIAL ALL
INFORMATION RELATING TO ANY OPTIONS OR OTHER AWARDS GRANTED TO OPTIONEE,
PURSUANT TO THE PLAN OR OTHERWISE, INCLUDING THE AMOUNT OF ANY SUCH AWARD, THE
EXERCISE PRICE AND THE RATE OF VESTING THEREOF; PROVIDED THAT OPTIONEE SHALL BE
ENTITLED TO DISCLOSE SUCH INFORMATION TO SUCH OF OPTIONEE'S ADVISORS,
REPRESENTATIVES OR AGENTS, OR TO SUCH OF TELETECH'S OFFICERS, ADVISORS,
REPRESENTATIVES OR AGENTS (INCLUDING LEGAL AND ACCOUNTING ADVISORS), WHO HAVE A
NEED TO KNOW SUCH INFORMATION FOR LEGITIMATE TAX, FINANCIAL PLANNING OR OTHER
SUCH PURPOSES.

                                       6
<PAGE>

     13.  SEVERABILITY. Any provision of this Agreement (or portion thereof)
that is deemed invalid, illegal or unenforceable in any jurisdiction shall, as
to that jurisdiction and subject to this Section 13, be ineffective to the
extent of such invalidity, illegality or unenforceability, without affecting in
any way the remaining provisions thereof in such jurisdiction or rendering that
or any other provisions of this Agreement invalid, illegal, or unenforceable in
any other jurisdiction.

     14.  REFERENCES. Capitalized terms not otherwise defined herein shall have
the same meaning ascribed to them in the Plan.

     15.  ENTIRE AGREEMENT. This Agreement (including the Plan, which is
incorporated herein) constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements, oral or written, between TeleTech and Optionee
relating to Optionee's entitlement to stock options, Common Stock or similar
benefits, under the Plan or otherwise.

     16.  AMENDMENT. This Agreement may be amended and/or terminated at any time
by mutual written agreement of TeleTech and Optionee.

     17.  NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than Optionee and Optionee's
respective successors and assigns expressly permitted herein, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

     18.  GOVERNING LAW. The construction and operation of this Agreement are
governed by the laws of the State of Delaware (without regard to its conflict of
laws provisions).


                                       7
<PAGE>

     Executed as of the date first written above.


                                       TELETECH HOLDINGS, INC.


                                        By: /s/ Michael Foss
                                           -----------------------------
                                           Michael Foss,
                                           Chief Financial Officer


                                        /s/ Larry Kessler
                                        --------------------------------
                                        Signature of Larry Kessler ("Optionee")






                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>4
<FILENAME>ex-10_30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>

<PAGE>

                                 PROMISSORY NOTE


$100,000                                                           April 3, 2000


     FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to pay
to the order of TeleTech Holdings, Inc. (the "Holder") the principal sum of
$100,000, together with interest on the unpaid balance accruing at a rate of 6%
per annum.

     Principal and interest shall be payable at TeleTech Holdings, Inc., 1700
Lincoln Street, 14th Floor, Denver, Colorado 80203, or such other place as the
Holder may designate. Payments will be applied first to interest and taxes, and
then to the principal balance.

     Borrower's payment obligations hereunder shall continue until the entire
indebtedness evidenced by this Note is fully paid; provided, however, if not
sooner paid, the entire principal amount outstanding and accrued interest
thereon, shall be due and payable on October 3, 2001 (the "Maturity Date");
provided, however, that Holder shall forgive the entire indebtedness, including
accrued interest, if Borrower continues to be employed by the Holder as of the
Maturity Date. Borrower understands that forgiveness of the debt evidenced by
this Note may give rise to a tax withholding obligation on the part of Holder,
and Borrower agrees to pay Holder the amount Borrower's share of any such tax
withholdings.

     If Borrower's employment with Holder or any affiliate of Holder is
terminated for any reason, with or without cause, prior to the Maturity Date,
all remaining unpaid principal, and all remaining accrued interest, shall
immediately be due and payable.

     The Borrower agrees to pay all costs and expenses of collection, including
reasonable attorneys' fees.

     This Note may be prepaid by the Borrower at any time without premium or
penalty.

     No delay or omission on the part of the Holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
Holder, nor shall any such delay, omission or waiver on any one occasion be
deemed a bar to or waiver of the same or any other right on any future occasion.

     The Borrower and all endorsers and guarantors of this Note hereby waive
presentment, demand, notice of nonpayment, protest and all other demands and
notices in connection with the delivery, acceptance, performance or enforcement
of this Note.

     All rights and obligations hereunder shall be governed by the laws of the
State of Colorado.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of
the date first written above.


/s/ Larry Kessler
-------------------------
Larry Kessler

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>5
<FILENAME>ex-10_31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>

<PAGE>

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Mayer, Brown & Platt
350 South Grand Avenue
25th Floor
Los Angeles, California 90071-1503
Attention: Douglas B. Frank, Esq.


--------------SPACE ABOVE THIS LINE FOR RECORDER'S USE ----------

                           AMENDED AND RESTATED LEASE
                                AND DEED OF TRUST

                      THIS DOCUMENT SECURES FUTURE ADVANCES

                            Dated as of June 22, 2000

                                  by and among

                         TELETECH SERVICES CORPORATION,
                             as Lessee and trustor,

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                         not in its individual capacity,
                   but solely as Certificate Trustee under the
                   Trust Agreement dated as of March 1, 2000,
                           as Lessor and beneficiary,

                                      and,
                        for purposes of the Deed of Trust
                       (set forth in Article XVI hereof),

                  PUBLIC TRUSTEE OF ARAPAHOE COUNTY, COLORADO,
                            as Deed of Trust Trustee


                          TELETECH 2000 LEASE FINANCING


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                             <C>
                                    ARTICLE I
              DEFINITIONS; INTERPRETATION; EFFECTIVENESS........................  2
SECTION 1.1.  Definitions; Interpretation.......................................  2
SECTION 1.2.  Effectiveness.....................................................

                                   ARTICLE II
              LEASE OF LEASED PROPERTY; LEASE TERM..............................  2
SECTION 2.1.  Acceptance and Lease of the Leased Property.......................  2
SECTION 2.2.  Acceptance Procedure..............................................  3
SECTION 2.3.  Term..............................................................  3
SECTION 2.4.  Title.............................................................  3

                                   ARTICLE III
              PAYMENT OF RENT...................................................  4
SECTION 3.1.  Rent..............................................................  4
SECTION 3.2.  Payment of Basic Rent.............................................  4
SECTION 3.3.  Supplemental Rent.................................................  4
SECTION 3.4.  Method of Payment.................................................  5

                                   ARTICLE IV
              QUIET ENJOYMENT; RIGHT TO INSPECT.................................  6
SECTION 4.1.  Non-Interference..................................................  6
SECTION 4.2.  Inspection and Reports............................................  6

                                 ARTICLE V
              NET LEASE, ETC....................................................  7
SECTION 5.1.  Net Lease.........................................................  7
SECTION 5.2.  No Termination or Abatement.......................................  8

                                ARTICLE VI
              ASSIGNMENTS AND SUBLEASES.........................................  9
SECTION 6.1.  No Assignments....................................................  9
SECTION 6.2.  Permitted Subleases............................................... 10

                                ARTICLE VII
              LESSEE ACKNOWLEDGMENTS............................................ 11
SECTION 7.1.  Condition of the Leased Property.................................. 11
SECTION 7.2.  Risk of Loss...................................................... 12
SECTION 7.3.  Certain Duties and Responsibilities of Lessor..................... 12

                               ARTICLE VIII
              POSSESSION AND USE OF THE LEASED PROPERTY, ETC.................... 12
SECTION 8.1.  Utility and Other Charges......................................... 12

</TABLE>

                                        i

<PAGE>

                             TABLE OF CONTENTS
                                (continued)
<TABLE>
<S>                                                                             <C>
SECTION 8.2.   Possession and Use of the Leased Property........................ 13
SECTION 8.3.   Compliance with Requirements of Law and
               Insurance Requirements........................................... 13

                                   ARTICLE IX
               MAINTENANCE AND REPAIR; REPORTS.................................. 14
SECTION 9.1.   Maintenance and Repair; Reports.................................. 14
SECTION 9.2.   Maintenance and Repair Reports................................... 14

                                    ARTICLE X
               MODIFICATIONS, ETC............................................... 15
SECTION 10.1.  Improvements and Modifications................................... 15
SECTION 10.2.  Title to Modifications........................................... 16
SECTION 10.3.  Other Property................................................... 17

                                   ARTICLE XI
               COVENANTS WITH RESPECT TO LIENS; EASEMENTS....................... 18
SECTION 11.1.  Covenants with Respect to Liens.................................. 18

                                   ARTICLE XII
               PERMITTED CONTESTS............................................... 19
SECTION 12.1.  Permitted Contests in Respect of Applicable Laws................. 19

                                  ARTICLE XIII
               INSURANCE........................................................ 20
SECTION 13.1.  Required Coverages............................................... 20
SECTION 13.2.  Insurance Coverage............................................... 21
SECTION 13.3.  Delivery of Insurance Certificates............................... 23
SECTION 13.4.  Insurance by Lessor, Administrative Agent or
               any Participant.................................................. 23

                                   ARTICLE XIV
               CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS................. 23
SECTION 14.1.  Casualty and Condemnation........................................ 23
SECTION 14.2.  Environmental Matters............................................ 26
SECTION 14.3.  Notice of Environmental Matters.................................. 26

                                   ARTICLE XV
               TERMINATION OF LEASE............................................. 27
SECTION 15.1.  Termination upon Certain Events.................................. 27

</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                             <C>
SECTION 15.2.  Termination Procedures........................................... 28

                                   ARTICLE XVI
               EVENTS OF DEFAULT................................................ 31
SECTION 16.1.  Lease Events of Default.......................................... 31
SECTION 16.2.  Remedies......................................................... 32
SECTION 16.3.  Waiver of Certain Rights......................................... 36
SECTION 16.4.  Power of Sale and Foreclosure.................................... 36
SECTION 16.5.  Assignment of Leases and Rents................................... 38
SECTION 16.6.  Grant of Security Interest....................................... 41
SECTION 16.7.  Limitation of Recourse During the Interim Term................... 41

                                  ARTICLE XVII
               LESSOR'S RIGHT TO CURE........................................... 42
SECTION 17.1.  Lessor's Right to Cure Lessee's Lease Defaults................... 42

                                  ARTICLE XVIII
               PURCHASE PROVISIONS.............................................. 42
SECTION 18.1.  Early and End of Term Purchase Options........................... 42
SECTION 18.2.  Acceleration of Leased Property Purchase......................... 44

                                   ARTICLE XIX
               END OF TERM OPTIONS.............................................. 44
SECTION 19.1.  End of Term Options.............................................. 44
SECTION 19.2.  Election of Options.............................................. 45
SECTION 19.3.  Renewal Options.          ....................................... 45

                                   ARTICLE XX
               SALE OPTION...................................................... 46
SECTION 20.1.  Sale Option Procedures........................................... 46
SECTION 20.2.  Certain Obligations Continue..................................... 50

                                   ARTICLE XXI
               PROCEDURES RELATING TO PURCHASE OR SALE OPTION;
               SUPPLEMENTAL RENT................................................ 50
SECTION 21.1.  Provisions Relating to Conveyance of the Leased
               Property Upon Purchase by Lessee, Sales or
               Certain Other Events............................................. 50


</TABLE>

                                       iii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                             <C>
                                  ARTICLE XXII
               ACCEPTANCE OF SURRENDER.......................................... 52
SECTION 22.1.  Acceptance of Surrender.......................................... 52

                                  ARTICLE XXIII
               NO MERGER OF TITLE............................................... 52
SECTION 23.1.  No Merger of Title............................................... 52

                                  ARTICLE XXIV
               INTENT OF THE PARTIES............................................ 53
SECTION 24.1.  Nature of Transaction............................................ 53

                                   ARTICLE XXV
               MISCELLANEOUS.................................................... 55
SECTION 25.1.  Survival; Severability; Etc...................................... 55
SECTION 25.2.  Amendments and Modifications..................................... 55
SECTION 25.3.  No Waiver........................................................ 56
SECTION 25.4.  Notices.......................................................... 56
SECTION 25.5.  Successors and Assigns........................................... 56
SECTION 25.6.  Headings and Table of Contents................................... 56
SECTION 25.7.  Counterparts..................................................... 56
SECTION 25.8.  GOVERNING LAW.................................................... 56
SECTION 25.9.  HIGHEST LAWFUL RATE.............................................. 56
SECTION 25.10. Original Lease................................................... 56
SECTION 25.11. Limitations on Recourse.......................................... 57
SECTION 25.12. Notice of Potential Claimants.................................... 57
SECTION 25.13. Construction Loan................................................ 58
SECTION 25.14. Future Advances.................................................. 58

                                    EXHIBITS

EXHIBIT A  -  Legal Description of Land
EXHIBIT B  -  Release Parcel Depiction

Appendix 1 -  Definitions

</TABLE>
                                       iv

<PAGE>

                                      LEASE


     This Amended and Restated Lease and Deed of Trust (this "LEASE"), dated as
of June 22, 2000, by and among STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity, but solely as
Certificate Trustee under the Trust Agreement dated as of March 1, 2000, having
its principal office at 225 Asylum Street, Hartford, CT 06103, as Lessor and
beneficiary, TELETECH SERVICES CORPORATION, a Colorado corporation, having its
principal office at 1700 Lincoln Street, Denver, Colorado, as Lessee and as
trustor, and, The Public Trustee of Arapahoe County, as trustee, for purposes of
the Deed of Trust (set forth in Article XVI hereof), with an address of 2329
West Main Street, Suite 100, Littleton, Colorado 80120.


                              W I T N E S S E T H:


     A.   Lessee, Lessor, Guarantor, the Initial Certificate Holder, the Initial
Lender and Administrative Agent entered into the Original Operative Documents
for the purpose of financing the acquisition of the parcel of land located in
Arapahoe County, Colorado more particularly described in Exhibit A to the
Original Lease, together with all Appurtenant Rights attached (the "LAND").

     B.   Subject to the terms and conditions of the Original Participation
Agreement and the other Original Operative Documents, on the First Document
Closing Date, among other things, Lessee and Lessor entered into the Original
Lease pursuant to which Lessor agreed to lease to Lessee, and Lessee agreed to
lease from Lessor, the Leased Property and Initial Certificate Holder and
Initial Lender funded the Advance occurring on March 6, 2000, to pay Land
Acquisition Costs (including Fees and other Transaction Expenses) accruing on or
prior to such date (the "ORIGINAL ADVANCE");

     C.   The parties are entering into the Operative Documents in order to
amend and restate the Original Operative Documents in their entirety and to
provide financing for construction of the Financed Improvements on the Land.
Subject to the terms and conditions set forth in the Operative Documents, (i)
during the Interim Term, Construction Agent, using Advances funded by the
Participants, will construct the Financed Improvements on the Land on behalf of
Lessor; and (ii) pursuant to this Lease, Lessor will
<PAGE>

lease the resulting Leased Property to Lessee, and Lessee will lease the Leased
Property from Lessor.

     NOW, THEREFORE, in consideration of the foregoing, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                    ARTICLE I
                   DEFINITIONS; INTERPRETATION; EFFECTIVENESS

     SECTION 1.1. DEFINITIONS; INTERPRETATION. For all purposes hereof, the
capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in APPENDIX 1 attached hereto; and the rules of interpretation
set forth in Appendix 1 attached hereto shall apply to this Lease. Except as
specifically provided for in SECTION 16.7 hereof, all obligations imposed on
"Lessee" in this Lease shall be the full recourse liability of Lessee. For
purposes hereof, the term "Participation Agreement" shall mean that certain
Participation Agreement dated as of even date herewith, among Teletech Services
Corporation, as Lessee; Teletech Holdings, Inc., as Guarantor; State Street Bank
and Trust Company of Connecticut, National Association, not in its individual
capacity, except as expressly stated therein, but solely as Lessor; First
Security Bank, National Association, not in its individual capacity, except as
expressly stated therein, but solely as Administrative Agent; the financial
institutions named on Schedule I thereto, as Certificate Holders; and the
financial institutions named on Schedule II thereto, as Lenders.

     SECTION 1.2. EFFECTIVENESS. This Lease shall be effective on the Second
Document Closing Date, and upon such effective date, this Lease shall amend and
completely restate and supersede the Original Lease.


                                   ARTICLE II
                      LEASE OF LEASED PROPERTY; LEASE TERM

     SECTION 2.1. ACCEPTANCE AND LEASE OF THE LEASED PROPERTY. Lessor, subject
to the satisfaction or waiver of the conditions set forth in Article VI of the
Participation Agreement, hereby agrees to provide for the construction of the
Financed Improvements on the Land pursuant to the terms of the Participation
Agreement and the

                                       2
<PAGE>

Construction Agency Agreement and to lease all of Lessor's interest in the
Leased Property to Lessee hereunder. Lessee hereby agrees, expressly for the
direct benefit of Lessor, to lease the Leased Property from Lessor for the Term.

     SECTION 2.2. ACCEPTANCE PROCEDURE. Lessor hereby authorizes one or more
employees of Lessee, to be designated by Lessee, as the authorized
representative or representatives of Lessor to accept delivery of the Leased
Property, including without limitation the Financed Improvements. Lessee hereby
agrees that acceptance of delivery by such authorized representative or
representatives and the execution and delivery by Lessee of this Lease shall,
without further act, constitute the irrevocable acceptance by Lessee of the
Leased Property for all purposes of this Lease and the other Operative Documents
on and subject to the terms set forth herein and therein and Lessee's agreement
to lease the Leased Property during the Term subject to the terms of this Lease
and the other Operative Documents.

     SECTION 2.3. TERM. Unless earlier terminated in accordance herewith and
with the other Operative Documents, the term of this Lease shall consist of (i)
an interim period (the "INTERIM TERM") commencing on and including the Second
Document Closing Date and ending on but not including the Base Term Commencement
Date and (ii) a base term (the "BASE TERM") commencing on and including the Base
Term Commencement Date and ending on but not including the fourth anniversary of
the First Document Closing Date, and, if exercised pursuant to ARTICLE XIX
hereof, each Lease Renewal Term (the Base Term and the Lease Renewal Terms, if
any, being collectively referred to as, the "TERM").

     SECTION 2.4. TITLE. The Leased Property is leased to Lessee without any
representation or warranty, express or implied, by Lessor, Administrative Agent,
Arranger or any Participant and subject to the rights of parties in possession,
the existing state of title with respect thereto (including, without limitation,
all Liens other than Lessor Liens) and all applicable Requirements of Law and
any violations thereof. Lessee shall in no event have any recourse against
Lessor for any defect in or exception to title to the Leased Property other than
any defect or exception resulting from Lessor Liens.



                                       3
<PAGE>

                                   ARTICLE III
                                 PAYMENT OF RENT

     SECTION 3.1. RENT.

          (a)  During the Lease Term, Lessee shall pay Basic Rent on each
Scheduled Payment Date, on the date required under SECTION 20.1(j) in connection
with Lessee's exercise of the Sale Option and on any date on which this Lease
shall terminate with respect to the Leased Property; PROVIDED, HOWEVER, that
during the Interim Term and (except as provided for at Section 4.3(a) of the
Participation Agreement with respect to Original Period Rent), Basic Rent shall
be payable from the proceeds of Advances pursuant to and subject to the terms
and conditions of Article III of the Participation Agreement and to the extent
described in the Approved Budget.

          (b)  Basic Rent shall be due and payable in lawful money of the United
States of America and shall be paid by wire transfer of immediately available
funds on the due date therefor.

          (c)  Lessee's inability or failure to take possession of all or any
portion of the Leased Property when delivered by Lessor, whether or not
attributable to any act or omission of Lessee or any act or omission of Lessor,
shall not delay or otherwise affect Lessee's obligation to pay Rent in
accordance with and subject to the terms of this Lease, including the provisions
for early termination hereof.

     SECTION 3.2. PAYMENT OF BASIC RENT. Basic Rent shall be paid absolutely net
to Lessor, so that this Lease shall yield to Lessor the full amount thereof,
without setoff, deduction or reduction.

     SECTION 3.3. SUPPLEMENTAL RENT. Lessee shall pay to Lessor or the Person
entitled thereto any and all Supplemental Rent promptly as the same shall become
due and payable, and if Lessee fails to pay any Supplemental Rent, Lessor shall
have all rights, powers and remedies provided for herein or by law or equity or
otherwise in the case of nonpayment of Basic Rent; PROVIDED, HOWEVER, that
except as provided for at Section 4.3(a) of the Participation Agreement,
Supplemental Rent allocated to Construction Costs payable prior to Base Term
Commencement Date shall be payable with Advances pursuant to and subject to the
terms and conditions of Article III of the Participation Agreement and to the
extent described in the Approved Budget. Lessee hereby

                                       4
<PAGE>

reaffirms that its obligation to pay Supplemental Rent shall include the payment
of any and all Contingent Rent. Lessee shall pay to Lessor, as Supplemental
Rent, among other things, on demand, to the extent permitted by applicable
Requirements of Law, interest at the applicable Overdue Rate on any installment
of Basic Rent not paid when due for the period for which the same shall be
overdue and on any payment of Supplemental Rent payable to Lessor or any
Indemnitee not paid when due or demanded pursuant to and in accordance with the
terms hereof and the other Operative Documents by Lessor or any Indemnitee for
the period from the due date or the date of any such demand, as the case may be,
until the same shall be paid. The expiration or other termination of Lessee's
obligations to pay Basic Rent hereunder shall not limit or modify the
obligations of Lessee with respect to Supplemental Rent. Unless expressly
provided otherwise in this Lease, in the event of any failure on the part of
Lessee to pay and discharge any Supplemental Rent as and when due, Lessee shall
also promptly pay and discharge any fine, penalty, interest or cost which may be
assessed or added under any agreement with a third party for nonpayment or late
payment of such Supplemental Rent, all of which shall also constitute
Supplemental Rent.

     SECTION 3.4. METHOD OF PAYMENT. Each payment of Rent shall be made by
Lessee to Administrative Agent prior to 10:00 A.M., Utah time, to the account at
Administrative Agent designated on Schedule III to the Participation Agreement
(or in the case of Excepted Payments directly to the Person entitled thereto) in
funds consisting of lawful currency of the United States of America which shall
be immediately available on the scheduled date when such payment shall be due,
unless such scheduled date shall not be a Business Day, in which case such
payment shall be made on the next succeeding Business Day unless the result of
such extension would be to carry into another calendar month, in which case such
payment shall be made on the immediately preceding Business Day. Payments
received after 10:00 A.M., Utah time, on the date due shall for the purpose of
SECTION 16.1 hereof be deemed received on such day; PROVIDED, HOWEVER, that for
the purposes of the third sentence of SECTION 3.3 hereof, such payments shall be
deemed received on the next succeeding Business Day and subject to interest at
the Overdue Rate as provided in such SECTION 3.3.

                                       5
<PAGE>

                                   ARTICLE IV
                        QUIET ENJOYMENT; RIGHT TO INSPECT

     SECTION 4.1. NON-INTERFERENCE. Subject to Lessor's cure rights, as provided
for in SECTION 17.1, Lessor covenants that it will not interfere with Lessee's
use or possession of the Leased Property during the Term, so long as no Event of
Default has occurred and is continuing, it being agreed that Lessee's remedies
for breach of the foregoing covenant shall be limited to a claim for damages or
the commencement of proceedings to enjoin such breach. Such right is independent
of and shall not affect Lessee's obligations hereunder and under the other
Operative Documents or Lessor's rights otherwise to initiate legal action to
enforce the obligations of Lessee under this Lease. The foregoing covenant shall
not require Lessor to take any action contrary to, or which would permit Lessee
to use the Leased Property for a use not permitted under, the provisions of this
Lease.

     SECTION 4.2. INSPECTION AND REPORTS.

          (a)  Upon five (5) Business Days prior notice to Lessee, Lessor or its
authorized representatives (the "INSPECTING PARTIES") may inspect (a) the Leased
Property and (b) the books and records of Lessee relating to the Leased Property
and (subject to appropriate confidentiality arrangements) make copies and
abstracts therefrom. All such inspections shall be during Lessee's normal
business hours (unless an Event of Default has occurred and is existing), shall
be subject to Lessee's customary safety and security provisions and shall be at
the expense and risk of the Inspecting Parties, except that if an Event of
Default or a Default has occurred and is continuing, Lessee shall reimburse the
Inspecting Parties for the reasonable costs of such inspections and, except for
the Inspecting Party's gross negligence or willful misconduct, such inspection
shall be at Lessee's risk, and none of the Inspecting Parties shall incur any
liability or obligation by reason of making any such inspection or inquiry. No
inspection shall unreasonably interfere with Lessee's operations. None of the
Inspecting Parties shall have any duty to make any such inspection or inquiry.

          (b)  To the extent permissible under Applicable Laws, Lessee shall
prepare and file in timely fashion, or, where Lessor shall be required to file,
Lessee shall prepare and make available to Lessor within a reasonable time prior
to the date for filing and Lessor shall file, at Lessee's sole cost and expense,
any reports



                                       6
<PAGE>

with respect to the condition or operation of the Leased Property that shall be
required to be filed with any Governmental Authority.

                                    ARTICLE V
                                 NET LEASE, ETC.

     SECTION 5.1. NET LEASE. This Lease shall constitute a net lease and
Lessee's obligations to pay all Rent shall be absolute and unconditional under
any and all circumstances. Any present or future law to the contrary
notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to
any abatement, suspension, deferment, reduction, setoff, counterclaim, or
defense with respect to the Rent, nor shall the obligations of Lessee hereunder
be affected, to the extent permitted by Applicable Laws, by reason of: (i) any
defect in the condition, merchantability, design, construction, quality or
fitness for use of the Leased Property or any part thereof, or the failure of
the Leased Property to comply with all Requirements of Law, including any
inability to occupy or use the Leased Property by reason of such non-compliance;
(ii) any damage to, removal, abandonment, salvage, loss, contamination of, or
Release from, demolition, scrapping or destruction of or any requisition or
taking of the Leased Property or any part thereof; (iii) any restriction,
prevention or curtailment of or interference with any use of the Leased Property
or any part thereof, including as a result of the exercise of remedies following
and during the occurrence of an Event of Default; (iv) any defect in title to or
rights to the Leased Property or any Lien on such title or rights or on the
Leased Property; (v) any change, waiver, extension, indulgence or other action
or omission or breach in respect of any obligation or liability of or by Lessor,
Administrative Agent or any Participant; (vi) to the fullest extent permitted by
law, any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceedings relating to Lessee,
Guarantor, Lessor, Administrative Agent, any Participant or any other Person, or
any action taken with respect to this Lease by any trustee or receiver of
Lessee, Lessor, Administrative Agent, any Participant or any other Person, or by
any court, in any such proceeding; (vii) any claim that Lessee has or might have
against any Person, including Lessor, Administrative Agent, any Participant, any
contractor, vendor, architect, designer, manufacturer, or contractor of or for
the Leased Property; (viii) any failure on the part of Lessor to perform or
comply with any of the terms of this Lease, of any other Operative Document or



                                       7
<PAGE>

of any other agreement; (ix) any invalidity or unenforceability or illegality or
disaffirmance of this Lease against or by Lessee or any provision hereof or any
of the other Operative Documents or any provision of any thereof; (x) any
impossibility or illegality of performance by Lessee, Lessor or both; (xi) any
action by any court, administrative agency or other Governmental Authority;
(xii) any restriction, prevention or curtailment of or interference with the
Construction on or any use of the Leased Property or any part thereof; (xiii)
any failure of Lessee to achieve any accounting or tax benefits or the
characterization of the transaction intended by the parties as set forth at
Section 24.1 hereof and Section 5.1 of the Participation Agreement; or (xiv) any
other cause or circumstances whether similar or dissimilar to the foregoing and
whether or not Lessee shall have notice or knowledge of any of the foregoing.
Lessee's agreement in the preceding sentence shall not affect any claim, action
or right Lessee may have against any Person. The parties to the Operative
Documents intend that the obligations of Lessee hereunder shall be covenants and
agreements that are separate and independent from any obligations of Lessor
hereunder or under any other Operative Documents and the obligations of Lessee
shall continue unaffected unless such obligations shall have been modified or
terminated in accordance with an express provision of this Lease.

     SECTION 5.2. NO TERMINATION OR ABATEMENT. Lessee shall remain obligated
under this Lease in accordance with its terms and the terms of the other
Operative Documents and shall not take any action to terminate (except as
expressly permitted herein), rescind or avoid this Lease to the fullest extent
permitted by Applicable Laws, notwithstanding any action for bankruptcy,
insolvency, reorganization, liquidation, dissolution, or other proceeding
affecting Lessor, Administrative Agent or any Participant, or any action with
respect to this Lease which may be taken by any trustee, receiver or liquidator
of Lessor, Administrative Agent or any Participant or by any court with respect
to Lessor, Administrative Agent or any Participant. Lessee hereby waives, to the
extent permitted by Applicable Laws, all right to terminate or surrender this
Lease (except as provided herein) or to avail itself of any abatement,
suspension, deferment, reduction, setoff, counterclaim or defense with respect
to any Rent. Lessee shall remain obligated under this Lease in accordance with
its terms and the terms of the other Operative Documents and Lessee hereby
waives, to the extent permitted by Applicable Laws, any and all rights now or
hereafter conferred by statute or otherwise to modify or to avoid strict
compliance with its obligations under this



                                       8
<PAGE>

Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound by
all of the terms and conditions contained in this Lease.


                                   ARTICLE VI
                            ASSIGNMENTS AND SUBLEASES

     SECTION 6.1. NO ASSIGNMENTS. Except for subleases permitted by this ARTICLE
VI, Lessee shall not have the right to assign, mortgage or pledge to any Person,
including an Affiliate of Lessee or Guarantor, at any time, in whole or in part,
any of its right, title or interest in, to or under this Lease, any portion of
the Leased Property, in any case without the prior written consent of the
Required Participants, and any such assignment, mortgage or pledge shall be
void. Notwithstanding the foregoing, Lessee may, without the consent of
Administrative Agent on behalf of the Participants and so long as no Event of
Default exists, enter into an assignment or sublease of all or any portion of
its rights and obligations under this Lease relating to the Leased Property with
a wholly owned subsidiary of the Guarantor. With respect to any assignment or
sublease permitted under this ARTICLE VI, Lessee shall not assign or sublease
any portion of the Leased Property or assign any interest with respect to this
Lease to, or permit any such assignment or sublease by, any Person who shall
then be engaged in any proceedings for relief under any bankruptcy or insolvency
law or laws relating to the relief of debtors.

     No assignment or sublease permitted hereunder will (a) discharge or
diminish any of Lessee's or Guarantor's obligations under any Operative
Document, including Lessee's obligations under this Lease, or to any other
Person under any other Operative Document, and Lessee shall remain directly and
primarily liable under the Lease with respect to all of the Leased Property or
(b) extend beyond the last day of the Term. Each assignment or sublease
permitted hereby shall be made and shall expressly provide that it is subject
and subordinate to this Lease and the rights of Lessor hereunder, and shall
expressly provide for the surrender of the Leased Property subleased by the
applicable sublessee at the election of Lessor after the occurrence and
continuance of an Event of Default. The effectiveness of an assignment hereunder
shall be conditioned upon the receipt by Administrative Agent of a writing
executed by Lessee, the assignee and Guarantor reaffirming that Lessee and
Guarantor shall remain primarily liable hereunder and with respect to Guarantor,
under the

                                       9
<PAGE>

Guarantees, notwithstanding such assignment or sublease and confirming that,
notwithstanding any assignment of this Lease by the Lessee, the Lessee will
serve as the representative of each assignee with the authority, on behalf of
each assignee, to bind each assignee with respect to the Operative Documents or
any amendment, modification or waiver thereunder and shall have the power and
authority to receive and give all notifications, consents, payments and
deliveries under this Lease and the other Operative Documents.

     Lessee shall give Lessor prompt written notice of any assignment or
sublease permitted under this ARTICLE VI, and Lessee shall, within thirty (30)
days after execution of any assignment or sublease, deliver to the
Administrative Agent a fully executed copy of such assignment or sublease.

     SECTION 6.2. PERMITTED SUBLEASES. In addition to the rights set forth in
SECTION 6.1, following the Base Term Commencement Date, Lessee may enter into
one or more subleases of not more than twenty-five percent (25%) in the
aggregate of the net rentable square feet of the Financed Improvements (together
with the nonexclusive use of any related or necessary portion of the Land as
shall be necessary for access and parking). With respect to any sublease
permitted under this ARTICLE VI, Lessee shall not sublease any portion of the
Leased Property to, or permit the sublease of any portion of the Leased Property
to, or permit the sublease of any portion of the Leased Property by, any Person
who shall then be engaged in any proceedings for relief under any bankruptcy or
insolvency law or laws relating to the relief of debtors.

     No sublease hereunder will discharge or diminish any of Lessee's or
Guarantor's obligations hereunder, the Guarantees or under any other Operative
Document, and Lessee shall remain directly and primarily liable under the Lease
with respect to the entire Leased Property. Each sublease permitted hereby shall
be made and shall expressly provide that it is subject and subordinate to this
Lease and the rights of Lessor hereunder and the Participants under the
Operative Documents, and shall expressly provide for the surrender of the space
subleased by the applicable sublessee at the election of Lessor after an Event
of Default.

     Lessee shall give Lessor prompt written notice of any sublease permitted
under this ARTICLE VI, and Lessee shall, within fifteen

                                       10
<PAGE>

(15) days after execution of any sublease, deliver to Administrative Agent a
fully executed copy of such sublease.


                                   ARTICLE VII
                             LESSEE ACKNOWLEDGMENTS

     SECTION 7.1. CONDITION OF THE LEASED PROPERTY. LESSEE ACKNOWLEDGES AND
AGREES THAT ALTHOUGH LESSOR WILL OWN AND HOLD TITLE TO THE LEASED PROPERTY
INCLUDING THE FINANCED IMPROVEMENTS, CONSTRUCTION AGENT IS SOLELY RESPONSIBLE
UNDER THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT FOR THE DESIGN,
DEVELOPMENT, BUDGETING AND CONSTRUCTION OF THE FINANCED IMPROVEMENTS AND
FOLLOWING THE BASE TERM COMMENCEMENT DATE, LESSEE IS SOLELY RESPONSIBLE UNDER
THE TERMS OF THE LEASE FOR ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES
CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT
IT IS LEASING THE LEASED PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR
COVENANT (EXPRESS OR IMPLIED) BY LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE
PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE OF TITLE
(EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF,
(C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT
SHOW, AND (D) VIOLA TIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE
HEREOF. NONE OF LESSOR, ADMINISTRATIVE AGENT OR ANY OF THE PARTICIPANTS HAS MADE
OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT
(EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO
THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION,
DESIGN, OPERATION, OR FITNESS FOR USE OF THE LEASED PROPERTY (OR ANY PART
THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS
OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY (OR ANY PART THEREOF) AND NONE
OF LESSOR, AGENT OR ANY OF THE PARTICIPANTS SHALL BE LIABLE FOR ANY LATENT,
HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF
THE LEASED PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.
Lessee has been afforded full opportunity to inspect the Leased Property, is
satisfied with the results of its inspections and is entering into this Lease
solely on the basis of the results of its own inspections, and all risks
incident to the matters discussed in the preceding sentence, as between Lessor,
Administrative Agent and the Participants, on the one hand, and Lessee, on the
other, are to be borne by Lessee. The provisions of this SECTION 7.1 have been
negotiated, and, except to the extent otherwise expressly stated, the foregoing
provisions are intended to be a complete exclusion



                                       11
<PAGE>

and negation of any representations or warranties by any of Lessor, the
Administrative Agent or the Participants, express or implied, with respect to
the Leased Property (or any interest therein), that may arise pursuant to any
law now or hereafter in effect or otherwise.

     SECTION 7.2. RISK OF LOSS. Subject to the limitations set forth in SECTION
14.1(e), the risk of loss of or decrease in the enjoyment and beneficial use of
the Leased Property as a result of the damage or destruction thereof by fire,
the elements, casualties, thefts, riots, wars or otherwise is assumed by Lessee,
and Lessor shall in no event be answerable or accountable therefor.

     SECTION 7.3. CERTAIN DUTIES AND RESPONSIBILITIES OF LESSOR. Lessor
undertakes to perform such duties and only such duties as are specifically set
forth herein and in the other Operative Documents, and no implied covenants or
obligations shall be read into this Lease against Lessor, and Lessor agrees that
it shall not, nor shall it have a duty to, manage, control, use, sell, maintain,
insure, register, lease, operate, modify, dispose of or otherwise deal with the
Leased Property or any other part of the Trust Estate in any manner whatsoever,
except as required by the terms of the Operative Documents and as otherwise
provided herein.


                                  ARTICLE VIII
                 POSSESSION AND USE OF THE LEASED PROPERTY, ETC.

     SECTION 8.1. UTILITY AND OTHER CHARGES. Lessee shall pay or cause to be
paid all charges for electricity, power, gas, oil, water, telephone, sanitary
sewer service and all other rents and utilities used in or on the Leased
Property during the Term; PROVIDED, HOWEVER, prior to the Base Term Commencement
Date such amounts shall be paid with Advances to the extent provided for in the
Approved Budget. Lessee shall be entitled to receive any credit or refund with
respect to any utility charge paid by Lessee and the amount of any credit or
refund received by Lessor on account of any utility charges paid by Lessee, net
of the costs and expenses reasonably incurred by Lessor in obtaining such credit
or refund, shall be promptly paid over to Lessee. All charges for utilities
imposed with respect to the Leased Property for a billing period during which
this Lease expires or terminates (except when Lessee purchases the Leased
Property in accordance with the terms of this Lease, in which case Lessee shall
be solely responsible for all such charges) shall be adjusted and prorated on a
daily basis

                                       12
<PAGE>

between Lessee and any purchaser of the Leased Property, and each party shall
pay or reimburse the other for each party's pro rata share thereof; PROVIDED,
that in no event shall Lessor have any liability therefor.

     SECTION 8.2. POSSESSION AND USE OF THE LEASED PROPERTY. Lessee may take
possession of and occupy the Leased Property beginning with the Base Term
Commencement Date and for the remainder of the Term unless Lessee's right to
possession is earlier terminated pursuant to the terms of this Lease or the
Construction Agency Agreement. The Leased Property shall be used only as a first
class commercial office building. Lessee shall not use the Leased Property or
any part thereof for any purpose or in any manner that would materially
adversely affect the Fair Market Value, utility, remaining useful life or
residual value of the Leased Property. At all times during the Term, the Leased
Property shall be continuously leased by Lessee or a permitted sublessee, to the
extent permitted herein, in the ordinary course of its business and only for a
Permitted Use. Lessee shall pay, or cause to be paid, all charges and costs
required in connection with the use of the Leased Property as contemplated by
this Lease and the other Operative Documents. Lessee shall not commit or permit
any waste of the Leased Property or any part thereof. During the Term, Lessee
assumes and agrees to perform on behalf of Lessor all of Lessor's obligations as
owner of the Leased Property and to pay all fees, assessments, Impositions and
other amounts payable by Lessor as such owner during the Term and which relate
to or arise in connection with the purchase, disposition, ownership or use of
the Leased Property.

     SECTION 8.3. COMPLIANCE WITH REQUIREMENTS OF LAW AND INSURANCE
REQUIREMENTS. Subject to the terms of ARTICLE XII relating to permitted
contests, Lessee, at its sole cost and expense, shall comply in all material
respects with all Requirements of Law (including all Environmental Laws) and
Insurance Requirements relating to the Leased Property, including the use,
construction, operation, maintenance, repair and restoration thereof, whether or
not compliance therewith shall require structural or extraordinary changes or
interfere with the use and enjoyment of the Leased Property, and procure,
maintain and comply with all licenses, permits, orders, approvals, consents and
other authorizations required for the construction, use, maintenance and
operation of the Leased Property.


                                       13
<PAGE>

                                   ARTICLE IX
                         MAINTENANCE AND REPAIR; REPORTS

     SECTION 9.1. MAINTENANCE AND REPAIR; REPORTS. In addition to Lessee's
obligations as Construction Agent under the Construction Agency Agreement, on
and after the Base Term Commencement Date, Lessee, at its own expense, shall at
all times (a) maintain the Leased Property in good operating condition, subject
to ordinary wear and tear, and in any event at least as good as the condition of
similar properties owned or leased by Lessee, Guarantor and their Affiliates and
in good repair and condition; (b) maintain the Leased Property in accordance
with all Applicable Laws in all material respects, whether or not such
maintenance requires modifications or alterations; (c) comply with the Insurance
Requirements which are in effect at any time with respect to the Leased Property
or any part thereof; (d) use the Leased Property only in accordance with ARTICLE
VIII and cause the Leased Property to have at all times the capacity and
functional ability to be used, on a continuing basis and in commercial
operation, in accordance with ARTICLE VIII except during any period for which
any Casualty or Condemnation prevents such use; (e) make all necessary or
appropriate repairs, replacements and renewals of the Leased Property or any
part thereof which may be required to keep the Leased Property in the condition
required by the preceding CLAUSES (a) through (d), whether interior or exterior,
structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen,
and including, repairs, replacements and renewals that would constitute capital
expenditures under GAAP if incurred by an owner of property; and (f) procure,
maintain and comply in all material respects with all material licenses,
permits, orders, approvals, consents and other authorizations required for the
construction, use, development, maintenance and operation of the Leased
Property. Lessee waives any right that it may now have or hereafter acquire to
(x) require Lessor to maintain, repair, replace, alter, remove or rebuild all or
any part of the Leased Property or (y) make repairs at the expense of Lessor
pursuant to any Applicable Laws or other agreements.

     SECTION 9.2. MAINTENANCE AND REPAIR REPORTS. During the Term, Lessee shall
keep maintenance and repair reports in sufficient detail, on the same basis as
records are kept for similar properties owned or leased by Lessee or any of its
Affiliates, to indicate the nature and date of any material maintenance work,
repair or any Modifications pursuant to SECTION 10.1 hereof. Such reports shall
be kept on file by Lessee at its

                                       14
<PAGE>

offices during the Term, and shall be made available at Lessee's office to
Lessor upon reasonable request. Lessee shall give written notice to Lessor of
any Condemnation or Casualty promptly after Lessee has knowledge thereof.


                                    ARTICLE X
                               MODIFICATIONS, ETC.

     SECTION 10.1. IMPROVEMENTS AND MODIFICATIONS.

          (a)  On and after the Second Document Closing Date but subject to the
final sentence of this paragraph (i) Lessee, at Lessee's own cost and expense,
shall make alterations, renovations, improvements and additions to the Leased
Property or any part thereof and substitutions and replacements therefor
(collectively, "MODIFICATIONS") which are (A) necessary to repair or maintain
the Leased Property in the condition required by SECTION 9.1; (B) necessary in
order for the Leased Property to be in compliance with Applicable Laws; or (C)
necessary or advisable to restore the Leased Property to its condition existing
prior to a Casualty or Condemnation to the extent required pursuant to ARTICLE
XIV; and (ii) so long as no Lease Event of Default or Lease Default has occurred
and is continuing, Lessee, at Lessee's own cost and expense, may, following the
Base Term Commencement Date, undertake Modifications to the Leased Property so
long as such Modifications comply with Applicable Laws and with SECTION 9.1 and
subsection (b) of this SECTION 10.1. Prior to the Base Term Commencement Date,
all Modifications (other than the Financed Improvements being built pursuant to
the Approved Plans and Specifications and in compliance with the Construction
Agency Agreement, and any modification permitted pursuant to and in accordance
with Section 3.2 of the Construction Agency Agreement) shall be subject to the
terms, conditions and restrictions set forth in Section 3.2 of the Construction
Agency Agreement.

          (b)  The making of any Modifications must be in compliance with the
following requirements:

               (i)  No such Modifications with a cost exceeding $500,000 shall
     be made or undertaken except upon not less than thirty (30) days' prior
     written notice to Lessor.

               (ii) Lessee shall not make any Modifications in violation of the
     terms of any restriction, easement,



                                       15
<PAGE>

     condition, covenant or other similar matter affecting title to or binding
     on the Leased Property.

               (iii) No Modifications shall be undertaken until Lessee shall
     have procured and paid for, so far as the same may be required from time to
     time, all required permits and authorizations relating to such
     Modifications of all municipal and other Governmental Authorities having
     jurisdiction over the Leased Property. Lessor, at Lessee's expense, shall
     join in the application for any such permit or authorization and execute
     and deliver any document in connection therewith, whenever such joinder is
     necessary or advisable.

               (iv) The Modifications shall be completed in a good and
     workmanlike manner and in compliance with all Applicable Laws then in
     effect and the standards imposed by any insurance policies required to be
     maintained hereunder.

               (v)  All Modifications shall, when completed, be of such a
     character as to not materially adversely affect the Fair Market Value,
     utility or residual value of the Leased Property from their Fair Market
     Value, utility or residual value immediately prior to the making thereof
     or, in the case of Modifications being made by virtue of a Casualty or
     Condemnation, immediately prior to the occurrence of such Casualty or
     Condemnation.

               (vi) Lessee shall have made adequate arrangements for payment of
     the cost of all Modifications when due so that the Leased Property shall at
     all times be free of Liens for labor and materials supplied or claimed to
     have been supplied to the Leased Property, other than Permitted Liens.

               (vii) All Modifications must be located solely on the Land.

     SECTION 10.2. TITLE TO MODIFICATIONS. Title to the following described
Modifications shall, without further act, vest in Lessor and shall be deemed to
constitute a part of the Leased Property and be subject to this Lease:

          (a)  each of the Financed Improvements;

          (b)  Modifications that are in replacement of or in substitution for a
portion of any Financed Improvements;

                                       16
<PAGE>

          (c)  Modifications that are required to be made pursuant to the terms
of SECTION 10.1(a)(i) hereof; or

          (d)  Modifications that are Nonseverable.

     Except for Construction of the Financed Improvements as provided for in the
Construction Agency Agreement, Lessee shall not make or permit any Modifications
prior to the Base Term Commencement Date.

     Lessee, at Lessor's request, shall execute and deliver any deeds, bills of
sale, assignments or other documents of conveyance reasonably necessary to
evidence the vesting of title in and to such Modifications to Lessor, and Lessor
shall acknowledge therein that the same are subject to this Lease.

     If any Modifications are not within any of the categories set forth in
CLAUSES (a) through (d) of this SECTION 10.2, then title to such Modifications
shall vest in Lessee and such Modifications shall not be deemed to be
Modifications which are part of the Leased Property.

     All Modifications to which Lessee shall have title may, so long as removal
thereof shall not result in the violation of any Applicable Laws and no Event of
Default is continuing, be removed by Lessee. Lessee shall notify Lessor in
writing at least thirty (30) days before it removes any such Modifications
which, individually or in the aggregate, had an original cost exceeding
$500,000, and Lessee shall at its expense repair any damage to the Leased
Property caused by the removal of such Modifications. Lessor (or the purchaser
of the Leased Property) may purchase from Lessee any such Modifications (if not
already owned by Lessor) that Lessee intends to remove from the Leased Property
prior to the return of the Leased Property to Lessor or sale of the Leased
Property, which purchase shall be at the Fair Market Value of such Modifications
as determined by the Appraiser at the time of such purchase. Title to any such
Modifications shall vest in Lessor (or the purchaser of the applicable Leased
Property) if not removed from the Leased Property by Lessee prior to the return
of the Leased Property to Lessor or sale of the Leased Property.

     SECTION 10.3. OTHER PROPERTY. Following the Base Term Commencement Date,
Lessee may from time to time own or hold under lease from Persons other than
Lessor, furniture, trade fixtures,

                                       17
<PAGE>

equipment and other tangible personal property located on or about the Leased
Property that is not subject to this Lease and does not constitute a portion of
the Financed Improvements. Lessor shall from time to time during the Term, upon
the reasonable request, and at the sole cost and expense of Lessee, which
request shall be accompanied by such supporting information and documents as
Lessor may reasonably require, acknowledge in writing to Lessee or other Persons
that the particular items of furniture, trade fixtures and equipment in question
are not part of the Leased Property and that, subject to the rights of Lessor
hereunder and under any other Operative Documents, Lessor does not own or have
any other right or interest in or to such furniture, trade fixtures and
equipment.


                                   ARTICLE XI
                   COVENANTS WITH RESPECT TO LIENS; EASEMENTS

     SECTION 11.1. Covenants with Respect to Liens.

          (a)  Lessee shall not directly or indirectly create, incur, assume or
suffer to exist any Lien (other than Permitted Liens) on or with respect to any
portion of the Leased Property, Lessor's title thereto, or any interest therein
and Lessee shall protest any such Lien and diligently pursue the defense
thereof. Lessee, at its own expense, shall promptly pay, satisfy and otherwise
take such actions as may be necessary to keep the Leased Property free and clear
of, and duly to discharge, eliminate or bond in a manner reasonably satisfactory
to Lessor and Administrative Agent, any such Lien (other than Permitted Liens)
not accepted above if the same shall arise at any time.

          (b)  Nothing contained in this Lease shall be construed as
constituting the consent or request of Lessor, express or implied, to or for the
performance by any contractor, mechanic, laborer, materialman, supplier or
vendor of any labor or services or for the furnishing of any materials for any
construction, alteration, addition, repair or demolition of or to the Leased
Property or any part thereof. NOTICE IS HEREBY GIVEN THAT NONE OF LESSOR, THE
AGENTS OR ANY OF THE PARTICIPANTS IS OR SHALL BE LIABLE FOR ANY LABOR, SERVICES
OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE
LEASED PROPERTY OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO
MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH
TO OR AFFECT THE INTEREST OF LESSOR, ADMINISTRATIVE AGENT OR ANY PARTICIPANT IN
AND TO THE LEASED PROPERTY.



                                       18
<PAGE>

                                   ARTICLE XII
                               PERMITTED CONTESTS

     SECTION 12.1. PERMITTED CONTESTS IN RESPECT OF APPLICABLE LAWS. Following
the Base Term Commencement Date, to the extent and for so long as (a) a test,
challenge, appeal or proceeding for review of any Applicable Laws relating to
Leased Property or the obligation to comply therewith shall be prosecuted
diligently and in good faith in appropriate proceedings by Lessee or (b)
compliance with such Applicable Laws shall have been excused or exempted by a
valid nonconforming use, variance permit, waiver, extension or forbearance,
Lessee shall not be required to comply with such Applicable Laws but only if and
so long as any such test, challenge, appeal, proceeding, waiver, extension,
forbearance or noncompliance shall not, in the reasonable opinion of Lessor,
acting at the direction of the Required Participants, involve (A) any risk of
criminal liability being imposed on Lessor, Administrative Agent, any
Participant or the Leased Property or (B) any material risk of (1) until after
an adverse determination therein, the foreclosure, forfeiture or loss of the
Leased Property, or any material part thereof, or (2) the nonpayment of Rent or
(3) any sale of, or, until after an adverse determination therein, the creation
of any Lien (other than a Permitted Lien) on, any part of the Leased Property,
(4) civil liability being imposed on Lessor, Administrative Agent, any
Participant or the Leased Property for which Lessee is not obligated to
indemnify such parties under the Operative Documents, or (5) enjoinment of, or
interference with, the use, possession or disposition of the Leased Property in
any material respect in accordance with the other Operative Documents.

     Lessor shall not be required to join in any proceedings pursuant to this
SECTION 12.1 unless a provision of any Applicable Law requires that such
proceedings be brought by or in the name of Lessor or it is customary in the
applicable jurisdiction for the title holder to join in such proceedings; and in
that event Lessor shall join in the proceedings or permit them or any part
thereof to be brought in its name if and so long as (i) Lessee has not elected
the Sale Option and (ii) Lessee agrees in writing to and pays all related
expenses and agrees in writing to indemnify Lessor, the Administrative Agent and
the Participants in form and substance reasonably satisfactory to each of the
respective Indemnitees.

                                       19
<PAGE>

                                  ARTICLE XIII
                                    INSURANCE

     SECTION 13.1. REQUIRED COVERAGES. During the Term, Lessee shall provide or
cause to be provided insurance with respect to the Leased Property of a
character usually insured by corporations engaged in the same or similar
business similarly situated against loss or damage of the kinds and in the
amounts customarily insured against by such corporations, and carry such other
insurance as is usually carried by such corporations; PROVIDED, that in any
event Lessee shall maintain or cause to be maintained at all times:

          (a)  COMPREHENSIVE GENERAL LIABILITY INSURANCE. Combined single limit
insurance against claims for third-party bodily injury, including death and
third-party property damage occurring on, in or about the Leased Property
(including adjoining streets and sidewalks) in an amount at least equal to
$1,000,000 per occurrence and $2,000,000 in the aggregate and a minimum of
$10,000,000 per occurrence and in the aggregate excess of such coverage. Such
coverage may be subject to deductibles up to an amount that is customarily
carried by a company of similar size and engaged in business similar to Lessee
and shall be otherwise reasonably acceptable to the Required Participants. The
coverage required by this paragraph (a) may be provided in a combination of
umbrella and excess liability policies.

          (b)  PROPERTY INSURANCE. Insurance against loss or damage covering the
Leased Property or any portion thereof by reason of any Peril (as defined below)
in an amount (subject to such deductibles in such minimum amounts as is carried
by corporations owning and/or operating similar properties) otherwise reasonably
acceptable to the Required Participants; PROVIDED, that at no time shall the
amount of such coverage be less than the replacement cost of any Improvements,
including any costs that may be required to cause the Leased Property to be
reconstructed to comply with all Applicable Laws including any costs that may be
required to cause the Leased Property to be reconstructed to comply with all
Applicable Laws and, during the Interim Term, in amounts sufficient to fund all
Interest, Yield and Fees accruing on or with respect to the Notes and the
Certificates or otherwise payable to any Participant during any period while the
Leased Property is being reconstructed or repaired. The term "PERIL" shall mean,
collectively, fire, lightning, flood, windstorm, hail, earthquake, explosion,
riot and civil commotion, vandalism and malicious mischief, damage from
aircraft, vehicles and smoke and all other



                                       20
<PAGE>

perils covered by the "all risk endorsement" then in use in the State of
Colorado.

          (c)  CONDEMNATION AND EMINENT DOMAIN INSURANCE. Insurance against
Condemnation with respect to all or any portion of the Leased Property with a
maximum liability amount not less than $21,000,000. Such insurance policy shall
not be subject to any deductibles and shall otherwise be in form and substance
reasonably satisfactory to the Required Participants.

          (d)  WORKERS' COMPENSATION. During the Interim Term, Lessee shall
cause Construction Agent to, and following the Base Term Commencement Date
Lessee shall, in the construction of any Modifications and the operation of the
Leased Property, comply with the applicable Workers' Compensation laws and
protect Lessor, the Agents and the Participants against any liability under such
laws.

          (e)  BUILDERS' RISK INSURANCE. During the Interim Term, Lessee shall
cause Construction Agent to, and following the Base Term Commencement Date
Lessee shall, during the construction of any Modifications, maintain, for the
benefit of Lessor, all-risk Builders' Risk Insurance in an amount equal to the
greater of the replacement value of the Financed Improvements or such
Modifications, as applicable, and the aggregate cost for the construction of
same, including costs that may be required to cause the Leased Property to be
reconstructed to comply with all Applicable Laws and in amounts sufficient to
fund all Interest, Yield and Fees accruing on the Notes and the Certificates or
otherwise payable to any Participant, during the Interim Term, or during any
period while the Leased Property is being reconstructed or repaired.

          (f)  OTHER INSURANCE. Such other insurance, in each case as is
generally carried by Guarantor or its Affiliates for similar properties owned or
leased by any of them or by other owners of similar properties, in such amounts
and against such risks as are then customary for properties similar in use and
flood insurance to the extent required by Applicable Laws, including banking
regulations applicable to such Participant.

     SECTION 13.2. INSURANCE COVERAGE.

          (a)  GENERAL REQUIREMENTS. The insurance coverage required in SECTION
13.1 shall be written by reputable insurance companies that are financially
sound and solvent and otherwise reasonably

                                       21
<PAGE>

appropriate considering the amount and type of insurance being provided by such
companies. Any insurance company selected by Lessee shall be rated in A.M.
Best's Insurance Guide or any successor thereto (or if there be none, an
organization having a similar national reputation) and shall have a general
policyholder rating of "A" (or comparable rating for a rating by an organization
other than A.M. Best) and a financial rating of at least "X" (or comparable
rating for a rating by an organization other than A.M. Best) or be otherwise
acceptable to the Required Participants. In the case of liability insurance
maintained by Lessee, such insurance shall name Lessor (both in its individual
capacity and as trustee), Administrative Agent and each of the Participants, as
additional insureds and, in the case of property insurance maintained by Lessee,
such insurance shall name Administrative Agent as mortgagee and sole loss payee.
Each policy referred to in SECTION 13.1 shall provide that: (i) it will not be
canceled, materially modified or its limits reduced, or allowed to lapse without
renewal, except after not less than fifteen (15) days' prior written notice to
Lessor and Administrative Agent; (ii) the interests of Lessor, Administrative
Agent and any Participant shall not be invalidated by any act or negligence of
or breach of warranty or representation by Lessee or any other Person having an
interest in the Leased Property; (iii) such insurance is primary with respect to
any other insurance carried by or available to Lessor, Administrative Agent or
any Participant; (iv) the insurer shall waive any right of subrogation, setoff,
counterclaim, or other deduction, whether by attachment or otherwise, against
Lessor; and (v) such policy shall contain a cross-liability clause providing for
coverage of Lessor, Administrative Agent and each Participant, as if separate
policies had been issued to each of them. Lessee shall notify Lessor and
Administrative Agent promptly of any policy cancellation, reduction in policy
limits, or material modification or amendment.

          (b)  INTERIM TERM REQUIREMENTS. During the Interim Term, the insurance
coverage required in SECTION 13.1 shall be satisfied to the extent such coverage
is maintained by the General Contractor or Construction Agent and otherwise
complies with the requirements of SECTION 13.2(a). The premium for any insurance
maintained by Construction Agent during the Interim Term required pursuant to
SECTION 13.1(a) may be paid for with Advances, subject to the terms and
conditions set forth in the Participation Agreement and to the extent amounts
are set aside for such purpose in the Approved Construction Budget. During the
Interim Term and notwithstanding the provisions of SECTION 13.1(a), no
deductibles or self-insurance

                                       22
<PAGE>

amounts shall be maintained or permitted with respect to such required coverage,
except deductibles in amounts reasonably acceptable to Administrative Agent and
for which amounts are separately reserved in the Approved Construction Budget.

     SECTION 13.3. DELIVERY OF INSURANCE CERTIFICATES. On or before the Initial
Advance Date, Lessee shall deliver to Administrative Agent certificates of
insurance satisfactory to Administrative Agent and the Participants evidencing
the existence of all insurance required to be maintained hereunder and setting
forth the respective coverages, limits of liability, carrier, policy number and
period of coverage. Thereafter, at the time each of Lessee's insurance policies
is renewed (but in no event less frequently than once each year) or upon written
request by Lessor or Administrative Agent following a Lease Event of Default,
Lessee shall deliver to Administrative Agent certificates of insurance
evidencing that all insurance required by SECTIONS 13.1 and 13.2 to be
maintained by Lessee is in effect.

     SECTION 13.4. INSURANCE BY LESSOR, ADMINISTRATIVE AGENT OR ANY PARTICIPANT.
Each of Lessor, Administrative Agent or any Participant may at its own expense
carry insurance with respect to its interest in the Leased Property, and any
insurance payments received from policies maintained by Lessor, Administrative
Agent or any Participant shall be retained by Lessor, Administrative Agent or
such Participant, as the case may be, without reducing or otherwise affecting
Lessee's obligations hereunder.


                                   ARTICLE XIV
                CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS

     SECTION 14.1. CASUALTY AND CONDEMNATION.

          (a)  If all or a portion of the Leased Property is damaged or
destroyed in whole or in part by a Casualty (other than a Significant Casualty,
which shall be governed by SECTION 15.1) any insurance proceeds payable with
respect to such Casualty, shall be paid directly to Lessor, or if received by
Administrative Agent or Lenders, shall be paid over to Lessor, and shall in each
case be advanced to Lessee to be used solely for the reconstruction,
refurbishment and repair of Leased Property, and if the use, access, occupancy,
easement rights or title to the Leased Property or any part thereof is the
subject of a Condemnation (other than a Significant Condemnation), then any
award or compensation relating

                                       23
<PAGE>

thereto, shall be paid to Lessor and shall be used solely for the restoration of
the Leased Property such insurance proceeds or condemnation awards and any
amounts in the case of either a Casualty or Condemnation will be applied in the
manner provided for in Section 5.3(i) of the Participation Agreement. Any
insurance proceeds or condemnation award payable with respect to a Casualty or
Condemnation occurring prior to the Base Term Commencement Date or aggregating
more than $5,000,000 shall be held in trust by Administrative Agent in a
segregated account for reimbursement to Lessee from time to time during the
course of Lessee's restoration of the Leased Property and compliance with the
provisions of SECTION 9.1 and with respect to a Casualty or Condemnation
occurring prior to the Base Term Commencement Date to fund the payment of
interest and Yield accruing on the Notes and Certificates and the payment of
Fees accruing during such period. Any such amounts held by Administrative Agent
shall be invested by Administrative Agent at the direction of Lessor from time
to time, with all interest and earnings on such investments being applied
promptly upon receipt thereof by Administrative Agent from time to time to
reduce the then outstanding amount of the Lease Balance in accordance with the
provisions of Section 5.3(i) of the Participation Agreement. All amounts held by
Administrative Agent, Lessor or any of the Participants on account of any award,
compensation or insurance proceeds paid directly to or otherwise received by
Lessor, Administrative Agent or any of the Participants shall promptly be
remitted to Lessee (or if the immediately preceding sentence is applicable,
Administrative Agent) to be applied in accordance with this SECTION 14.1.
Notwithstanding the foregoing, if any Lease Event of Default shall have occurred
and be continuing, such award, compensation or insurance proceeds shall be paid
directly to Administrative Agent or, if received by Lessee, shall be held in
trust for the Participants and shall be paid over by Lessee to Administrative
Agent to be distributed by Administrative Agent in accordance with the
Participation Agreement. All amounts held by Lessor or Administrative Agent on
account of any award, compensation or insurance proceeds either paid directly to
Lessor or Administrative Agent or turned over to Lessor or Administrative Agent,
in each case after the occurrence and during the continuance of a Lease Event of
Default shall at the option of Lessor (at the direction of the Required
Participants) either be (A) paid to Lessee for the repair of damage caused by
such Casualty or Condemnation in accordance with this CLAUSE (a), or (B) applied
to Lease Balance and any other amounts owed by Lessee under the Operative
Documents in accordance with ARTICLE XVI.

                                       24
<PAGE>

          (b)  In the event any part of the Leased Property becomes subject to
condemnation or requisition proceedings, Lessee shall give notice thereof to
Lessor promptly after Lessee has knowledge thereof and, to the extent permitted
by Applicable Laws, Lessee shall control the negotiations with the relevant
Governmental Authority unless an Event of Default exists or such condemnation or
requisition occurs during the Interim Term, in which case Lessor shall be
entitled to control such negotiations; PROVIDED, that in any event, Lessor may
participate at Lessor's expense (or if an Event of Default exists or such
condemnation or requisition occurs during the Interim Term, at Lessee's expense)
in such negotiations, PROVIDED, in all cases, that no settlement shall be made
without Lessor's prior written consent, which will not be unreasonably withheld
or delayed. Lessee shall give to Lessor such information and copies of such
documents which relate to such proceedings, or which relate to the settlement of
amounts due under insurance policies required by ARTICLE XIII, and are in the
possession of Lessee, as are reasonably requested by Lessor. If the proceedings
relate to a Significant Condemnation, Lessee shall act diligently in connection
therewith. Nothing contained in this SECTION 14.1(b) shall diminish Lessor's
rights with respect to condemnation awards and property insurance proceeds under
ARTICLES XIII or XIV.

          (c)  In no event shall a Casualty or Condemnation affect Lessee's
obligations to pay Rent pursuant to SECTION 3.1 or to perform its obligations
and pay any amounts due on the Expiration Date or pursuant to ARTICLES XVIII,
XIX and XX.

          (d)  If, pursuant to this ARTICLE XIV, this Lease shall continue in
full force and effect following a Casualty or Condemnation, and provided that
all insurance proceeds or condemnation proceeds received by Lessor have been
made available to Lessee, Lessee shall, at its sole cost and expense (and,
without limitation, if any award, compensation or insurance payment is not
sufficient to restore the Leased Property in accordance with this CLAUSE (d)
Lessee shall pay the shortfall, unless such Casualty or Condemnation occurs
during the Interim Term and did not arise as a result of, and is not related to,
a Lessee Related Event, in which case Lessee's liability shall be as provided
for in SECTION 14.1(e)), promptly and diligently repair any damage to the Leased
Property caused by such Casualty or Condemnation in conformity with the
requirements of SECTIONS 9.1 and 10.1 using the as-built Approved Plans and
Specifications for the Leased Property (as modified to give effect to any
subsequent Modifications, any Condemnation affecting the Leased Property and all
applicable

                                       25
<PAGE>

Requirements of Law) so as to restore the Leased Property to at least the same
condition and value as existed immediately prior to such Casualty or
Condemnation. In such event, title to the Leased Property shall remain with
Lessor subject to the terms of this Lease. Upon completion of such restoration,
Lessee shall furnish to Lessor a Responsible Officer's Certificate to Lessor
confirming that such restoration has been completed pursuant to this Lease.

          (e)  Notwithstanding any provision to the contrary contained herein
(including in ARTICLE XV), should a Casualty or Condemnation occur during the
Interim Term, Lessee shall have no recourse liability to fund any shortfall in
available insurance proceeds as required pursuant to SECTION 14.1(d) or to pay
amounts to purchase the Leased Property in accordance with ARTICLE XV unless
such shortfall, Casualty or Condemnation arose as a result of or was otherwise
related to a Lessee Related Event, in which case the limitation on Lessee's
liability set forth in this sentence shall not apply. Notwithstanding the
foregoing, the limitation in this SECTION 14.1(e) shall not relieve Lessee of
its obligations to repair, rebuild or reconstruct under SECTION 14.1(d) with any
insurance proceeds, condemnation awards, and, if the Participants elect,
additional amounts funded by the Participants. "LESSEE RELATED EVENT" shall mean
any act or omission of Lessee (including in its capacity as Construction Agent)
or any Construction Agency Person, including without limitation, any breach
under any Operative Document (including the insurance provisions in ARTICLE XIII
and in the Construction Agency Agreement) or Construction Document and, in any
case, any fraud, misapplication of funds, illegal acts or willful misconduct by
Construction Agent.

     SECTION 14.2. ENVIRONMENTAL MATTERS. At Lessee's sole cost and expense,
Lessee shall promptly and diligently commence any response, clean up, remedial
or other action necessary to remove, clean up or remediate any Release which
constitutes a Material Environmental Condition or an Environmental Violation
with respect to the Leased Property which in either case arising or resulting
from the acts or omissions of Guarantor, Lessee or any of their Affiliates or
which any such Person has an obligation to respond, clean up or remediate under
Applicable Laws.

     SECTION 14.3. NOTICE OF ENVIRONMENTAL MATTERS. Lessee shall promptly
provide to Lessor written notice of any pending or threatened claim, action or
proceeding involving any Environmental Violation or any Release on, at, under or
from Leased Property,

                                       26
<PAGE>

which violation or Release could require in excess of $100,000.00 in remediation
costs, or which could result in the imposition of criminal penalties upon
Lessor, Administrative Agent or any Participant (any such violation, claim,
action, proceeding or Release, a "MATERIAL ENVIRONMENTAL CONDITION") All such
notices shall describe in reasonable detail the nature of the claim, action or
proceeding and Lessee's proposed response thereto. In addition, Lessee shall
provide to Lessor, within ten (10) Business Days of receipt, copies of all
written communications with any Governmental Authority relating to any such
Material Environmental Condition. Lessee shall also promptly provide such
detailed reports of any such Material Environmental Condition as may reasonably
be requested by Lessor or Administrative Agent. Upon completion of remedial
action of any such Material Environmental Condition by Lessee, Lessee shall
cause to be prepared by an environmental consultant reasonably acceptable to
Lessor and Administrative Agent a report describing the Material Environmental
Condition and the actions taken by Lessee (or its agents) in response to such
Material Environmental Condition, and a statement by the consultant that the
Material Environmental Condition has been remedied in compliance in all material
respects with applicable Environmental Law. Each Release constituting a Material
Environmental Condition and any Environmental Violation shall be remedied prior
to the Expiration Date unless the Leased Property has been purchased by Lessee
in accordance with ARTICLE XV or SECTION 19.1. Nothing in this ARTICLE XIV shall
reduce or limit Lessee's obligations elsewhere in this Lease or under the
Participation Agreement.


                                   ARTICLE XV
                              TERMINATION OF LEASE

     SECTION 15.1. TERMINATION UPON CERTAIN EVENTS.

          (a)  If any of the following occurs with respect to the Leased
Property:

               (i)   a Significant Condemnation;

               (ii)  a Significant Casualty; or

               (iii) an Environmental Violation or Release, or the discovery of
an Environmental Violation or Release, the cost of remediation of which in the
reasonable judgment of Administrative Agent would exceed $100,000.00;

                                       27
<PAGE>

then, in any such event, Lessor may elect to terminate the Lease and, if such
event occurs during the Interim Term, the Construction Agency Agreement, by
giving written notice (a "TERMINATION NOTICE") to Lessee that, as a consequence
of such event, the Lease and, if such event occurs during the Interim Term, the
Construction Agency Agreement is to be terminated following satisfaction of the
conditions set forth herein.

     (b)  Following Lessee's receipt of the Termination Notice, unless SECTION
15.1(c) is applicable, Lessee shall be obligated to purchase Lessor's interest
in the Leased Property on or prior to the next occurring Payment Date by paying
Lessor an amount equal to the Purchase Amount.

     (c)  If a Significant Condemnation or Significant Casualty occurs during
the Interim Term for which the limitation on Lessee's recourse liability set
forth in SECTION 14.1(e) applies, then, following Lessee's receipt of a
Termination Notice and in lieu of the procedures set forth in SECTION 15.1(b)
above, Lessee shall be obligated, on or prior to the next occurring Payment
Date, either to (y) purchase Lessor's interest in the Leased Property and pay to
Lessor the Purchase Amount (in which case Lessor shall, as set forth in SECTION
15.2(a), transfer to Lessee its interest in the Leased Property) or (z) deliver
the Leased Property to Lessor, in which case SECTION 15.2(b) shall apply;
provided, however, that if Lessee fails for any reason to comply with all of the
requirements set forth in SECTION 15.2(b) in all material respects, Lessee shall
instead be deemed to have elected to, and shall, purchase the Leased Property
pursuant to SECTION 15.1(c)(y) above. Lessee acknowledges that an Environmental
Violation or Release in which CLAUSE (iii) of SECTION 15.1(a) applies or a
Significant Condemnation or Significant Casualty to which SECTION 14.1(e) is not
applicable shall be subject to SECTION 15.1(b) rather than this SECTION 15.1(c).

     SECTION 15.2. TERMINATION PROCEDURES.

          (a)  On the date of the payment by Lessee of the Purchase Amount in
accordance with SECTION 15.1(b) or SECTION 15.1(c)(y) (such date, the
"TERMINATION DATE"), this Lease shall terminate and, promptly following Lessor's
receipt of such payment:

          (i)  Lessor shall execute and deliver to Lessee at Lessee's cost and
     expense a warranty deed of any remaining interest of Lessor in the Leased
     Property and a discharge of



                                       28
<PAGE>

     mortgage with respect to this Lease, in each case in recordable form and
     otherwise in conformity with local custom and without representation and
     warranty except as to the absence of any Lessor Liens attributable to
     Lessor;

          (ii) the Leased Property shall be conveyed to Lessee "AS IS" and in
     its then present physical condition; and

          (iii) in the case of a termination pursuant to CLAUSE (i) or (ii) of
     SECTION 15.1(a), Lessor shall convey to Lessee any Net Proceeds with
     respect to the Casualty or Condemnation giving rise to the termination of
     this Lease and, the Construction Agency Agreement theretofore received by
     Lessor or at the request of Lessee, to the extent actually received, such
     amounts shall be applied against sums due hereunder.

          (b)  If SECTION 15.1(c) is applicable and Lessee elects not to
purchase the Leased Property and instead elects to return the Leased Property as
provided in SECTION 15.1(c)(z), Lessee shall, at its own cost and expense, do
each of the following, upon the completion of which this Lease and the
Construction Agency Agreement shall terminate:

          (i)  Lessee shall execute and deliver to Lessor (or to Lessor's
     designee) (A) a special warranty deed with respect to its interest in the
     Leased Property containing representations and warranties of grantor to
     Lessor (or such other Person) regarding the absence of Liens (other than
     Permitted Liens of the type described in CLAUSES (iv), (v), and (vii) of
     the definition of "Permitted Liens"), (B) an assignment of Lessee's entire
     interest in the Leased Property (which shall include an assignment of all
     of Lessee's right, title and interest in and to all awards, compensation
     and insurance proceeds payable in connection with the applicable
     Significant Condemnation or Significant Casualty and, if requested by
     Lessor, an assignment of leases of the Leased Property), and (C) all other
     transfer requirements described in SECTION 21.1(iii), in each case in
     recordable form where appropriate for the type of document or instrument
     involved, and otherwise in conformity with local custom and free and clear
     of any Liens attributable to Lessee;

          (ii) Lessee shall pay over to Lessor all awards, compensation and
     insurance proceeds previously received by


                                       29
<PAGE>

     Lessee in connection with the applicable Significant Condemnation or
     Significant Casualty;

          (iii) Lessee shall execute and deliver to Lessor and Lessor's title
     insurance company an affidavit as to the absence of any Liens (other than
     Permitted Liens of the type described in CLAUSES (iv), (v), and (vii) of
     the definition of "Permitted Liens"), and shall execute and deliver to
     Lessor a statement of termination of this Lease;

          (iv) Lessee shall vacate the Leased Property and transfer possession
     of the Leased Property to Lessor or to any Person designated by Lessor, in
     each case by surrendering the same into the possession of Lessor or such
     Person, as the case may be, in the condition required by SECTION 21.1(iv)
     and in compliance with all Applicable Laws and Insurance Requirements; and

          (v)  Lessee shall deliver to Lessor or to any Person designated by
     Lessor copies of all books and records regarding the maintenance of, and
     Lessee's interest in, the Leased Property, a current copy of the Approved
     Plans and Specifications, and an assignment of all assignable licenses
     necessary for the operation and maintenance of the Leased Property and any
     rights under the Construction Documents. Lessee shall, for a period of up
     to one (1) year after the applicable date of transfer hereunder, cooperate
     reasonably with Lessor and/or any Person designated by Lessor to receive
     the Leased Property, which cooperation shall include seeking and obtaining
     all necessary Governmental Action. The obligations of Lessee under this
     paragraph shall survive the expiration or termination of this Lease; and

          (vi) Lessee shall take any other acts and execute and deliver all such
     other documents reasonably deemed necessary by Lessor to cause any of the
     foregoing items in clause (i) through (v) to occur, it being understood
     that Lessee shall execute all such documents and take such acts as
     described in this SECTION 15.2 both in its capacity as "Lessee" and
     "Construction Agent."

                                       30
<PAGE>

                                   ARTICLE XVI
                                EVENTS OF DEFAULT

     SECTION 16.1. LEASE EVENTS OF DEFAULT. The occurrence of any one or more of
the following events (whether such event shall be voluntary or involuntary or
come about or be effected by operation of law or pursuant to or in compliance
with any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall constitute a "LEASE EVENT OF
DEFAULT":

          (a)  the occurrence of a Payment Default; or

          (b)  the Lessee shall fail to make payment of any Supplemental Rent
(other than Supplemental Rent giving rise to a Lease Event of Default under
CLAUSE (a) of this SECTION 16.1) due and payable within five (5) Business Days
after receipt of notice thereof; or

          (c)  the insurance required by ARTICLE XIII of this Lease is not
maintained and in place for any reason; or

          (d)  Lessee or Guarantor shall fail to observe or perform any material
term, covenant or condition of Lessee under this Lease or any other Operative
Document (other than those described in any other clause of this SECTION 16.1)
and such failure shall have continued for thirty (30) days after the earlier of
(i) receipt by Lessee of notice thereof and (ii) notification by Lessee of such
event pursuant to Section 7.1(d) of the Participation Agreement; PROVIDED,
HOWEVER, that if such failure is capable of cure but cannot be cured by payment
of money or cannot be cured by diligent efforts within such thirty (30)-day
period, but such diligent efforts shall be properly commenced within such thirty
(30)-day cure period and Lessee is diligently pursuing, and shall continue to
pursue diligently, remedy of such failure, the cure period shall be extended for
an additional 90 days, but not to extend beyond the Expiration Date; or

          (e)  the occurrence of a Teletech Event of Default; or

          (f)  a Construction Agency Event of Default shall have occurred and be
continuing; or

          (g)  Lessee shall fail to sell the Leased Property in accordance with
and satisfy each of the terms, covenants,

                                       31
<PAGE>

conditions and agreements set forth at ARTICLES XX and XXI in connection with
and following its exercise of the Sale Option, including each of Lessee's
obligations at SECTIONS 20.1 and 21.1; or

          (h)  Any Operative Document or the security interest and lien granted
under this Lease (except in accordance with its terms), in whole or in part,
terminates, ceases to be effective or ceases to be the legal, valid and binding
enforceable obligation of Lessee, Guarantor or any of their Affiliates, or
Lessee, Guarantor or any such Affiliate, directly or indirectly, contests in any
manner in any court the effectiveness, validity, binding nature or
enforceability thereof; or the security interest and lien securing Lessee's or
Guarantor's obligations under the Operative Documents, in whole or in part,
ceases to be a perfected first priority security interest and lien.

     SECTION 16.2. REMEDIES. Upon the occurrence of any Lease Event of Default
and at any time thereafter, Lessor may, so long as such Lease Event of Default
is continuing, do one or more of the following as Lessor in its sole discretion
shall determine, without limiting any other right or remedy Lessor may have on
account of such Lease Event of Default, including the obligation of Lessee to
purchase the Leased Property as set forth in SECTION 18.2 and any rights and
remedies set forth in this Lease but subject to the rights of the Lessee to
purchase the Leased Property pursuant to the terms and conditions and within the
time periods as set forth in SECTION 18.1:

          (a)  Lessor may, by notice to Lessee, rescind or terminate this Lease
as to any or all of the Leased Property as of the date specified in such notice;
PROVIDED, HOWEVER, that no reletting, reentry or taking of possession of the
Leased Property (or any portion thereof) by Lessor shall be construed as an
election on Lessor's part to terminate this Lease unless a written notice of
such intention is given to Lessee, and notwithstanding any reletting, reentry or
taking of possession, Lessor may at any time thereafter elect to terminate this
Lease for a continuing Lease Event of Default and no act or thing done by Lessor
or any of its agents, representatives or employees and no agreement accepting a
surrender of the Leased Property shall be valid unless the same be made in
writing and executed by Lessor;

          (b)  Lessor may demand that Lessee, and Lessee shall upon any such
demand of Lessor, return the Leased Property promptly to

                                       32
<PAGE>

Lessor in the manner and condition required by, and otherwise in accordance with
all of the provisions of, ARTICLES VII and IX and SECTION 8.3 and SECTION 14.2
hereof as if the Leased Property were being returned at the end of the Term, and
Lessor shall not be liable for the reimbursement of Lessee for any costs and
expenses incurred by Lessee in connection therewith and without prejudice to any
other remedy which Lessor may have for possession of the Leased Property, and to
the extent and in the manner permitted by Applicable Laws, enter upon the Leased
Property and take immediate possession of (to the exclusion of Lessee) the
Leased Property or any part thereof and expel or remove Lessee, by summary
proceedings or otherwise, all without liability to Lessee for or by reason of
such entry or taking of possession, whether for the restoration of damage to
property caused by such taking or otherwise and, in addition to Lessor's other
damages, Lessee shall be responsible for all reasonable costs and expenses
incurred by Lessor and the Participants in connection with any reletting,
including, without limitation, reasonable brokers' fees and all costs of any
necessary repairs made by Lessor;

          (c)  Lessor may (i) sell all or any part of the Leased Property at
public or private sale, as Lessor may determine, free and clear of any rights of
Lessee (except that any Excess Sales Proceeds shall be payable to Lessee) with
respect thereto (except to the extent required by CLAUSE (ii) below if Lessor
shall elect to exercise its rights thereunder) in which event Lessee's
obligation to pay Basic Rent hereunder for periods commencing after the date of
such sale shall be terminated; and (ii) if Lessor shall so elect, demand that
Lessee pay to Lessor, and Lessee shall pay to Lessor, on the date of such sale,
as damages for loss of bargain and not as a penalty (in lieu of Basic Rent due
for periods commencing on or after the Payment Date coinciding with such date of
sale (or, if the sale date is not a Payment Date, the Payment Date next
preceding the date of such sale)), an amount equal to (A) the excess, if any, of
(1) the Lease Balance calculated as of such Payment Date (including all Rent due
and unpaid to and including such Payment Date), over (2) the net proceeds of
such sale (that is, after deducting all reasonable costs and expenses incurred
by Lessor or any Participant(s) incident to such conveyance, including, without
limitation, repossession costs, brokerage commissions, prorations, transfer
taxes, fees and expenses for counsel, title insurance fees, survey costs,
recording fees and any repair costs); plus (B) interest at the Overdue Rate on
the foregoing amount from such Payment Date until the date of payment;



                                       33
<PAGE>

          (d)  Lessor may, at its option, elect not to terminate this Lease with
respect to the Leased Property and may continue to collect all Basic Rent,
Supplemental Rent and all other amounts due Lessor (together with all costs of
collection) and enforce Lessee's obligations under this Lease as and when the
same become due, or are to be performed, and at the option of Lessor, upon any
abandonment of the Leased Property by Lessee or re-entry of same by Lessor,
Lessor may, in its sole and absolute discretion, elect not to terminate this
Lease and may make the necessary repairs (and Lessee shall pay the reasonable
costs of such repairs) in order to relet the Leased Property, and relet the
Leased Property or any part thereof for such term or terms (which may be for a
term extending beyond the Term of this Lease) and at such rental or rentals and
upon such other terms and conditions as Lessor in its reasonable discretion may
deem advisable; and upon each such reletting all rentals actually received by
Lessor from such reletting shall be applied to Lessee's obligations hereunder
and the other Operative Documents in such order, proportion and priority as
Lessor may elect in Lessor's sole and absolute discretion. If such rentals
received from such reletting during any period are less than the Rent with
respect to the Leased Property to be paid during that period by Lessee
hereunder, Lessee shall pay any deficiency, as calculated by Lessor, to Lessor
on the next Payment Date;

          (e)  Unless the Leased Property has been sold in its entirety, Lessor
may, whether or not Lessor shall have exercised or shall thereafter at any time
(subject to Lessee's prior performance in full under this clause) exercise any
of its rights under CLAUSE (b), (c) or (d) with respect to the Leased Property
or any portion thereof, demand, by written notice to Lessee specifying a date (a
"TERMINATION DATE") not earlier than ten (10) days after the date of such
notice, that Lessee purchase, on such Termination Date, the Leased Property (or
any remaining portions thereof) in the manner provided in SECTION 18.2 and in
accordance with the provisions of ARTICLE XXI;

          (f)  Lessor may exercise any other right or remedy that may be
available to it under Applicable Laws, or proceed by appropriate court action
(legal or equitable) to enforce the terms hereof or to recover damages for the
breach hereof. Separate suits may be brought to collect any such damages for any
period(s), and such suits shall not in any manner prejudice Lessor's right to
collect any such damages for any subsequent period(s), or Lessor may defer any
such suit until after the expiration of the Term, in

                                       34
<PAGE>

which event such suit shall be deemed not to have accrued until the expiration
of the Term;

          (g)  Lessor may retain and apply against the Lease Balance, or any
other amounts payable under the Operative Documents, all sums which Lessor
would, absent such Lease Event of Default, be required to pay to, or turn over
to, Lessee pursuant to the terms of this Lease; or

          (h)  If an Event of Default shall have occurred and be continuing,
Lessor, as a matter of right and with notice to Lessee, shall have the right to
apply to any court having jurisdiction to appoint a receiver or receivers of the
Leased Property, and Lessee hereby irrevocably consents to any such appointment.
Any such receiver(s) shall have all of the usual powers and duties of receivers
in like or similar cases and all of the powers and duties of Lessor in case of
entry, and shall continue as such and exercise such powers until the date of
confirmation of the sale of the Leased Property unless such receivership is
sooner terminated.

     To the maximum extent permitted by law, Lessee hereby waives the benefit of
any appraisement, valuation, stay, extension, reinstatement and redemption laws
now or hereafter in force and all rights of marshaling in the event of any sale
of the Leased Property or any interest therein.

     Lessor shall be entitled to enforce payment of the indebtedness and
performance of the obligations secured hereby and to exercise all rights and
powers under this instrument or under any of the other Operative Documents or
other agreement or any laws now or hereafter in force, notwithstanding some or
all of the obligations secured hereby may now or hereafter be otherwise secured,
whether by mortgage, security agreement, pledge, lien, assignment or otherwise.
Neither the acceptance of this instrument nor its enforcement, shall prejudice
or in any manner affect Lessor's right to realize upon or enforce any other
security now or hereafter held by Lessor, it being agreed that Lessor shall be
entitled to enforce this instrument and any other security now or hereafter held
by Lessor in such order and manner as Lessor may determine in its absolute
discretion. No remedy herein conferred upon or reserved to Lessor is intended to
be exclusive of any other remedy herein or by law provided or permitted, but
each shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Operative



                                       35
<PAGE>

Documents to Lessor or to which it may otherwise be entitled, may be exercised,
concurrently or independently, from time to time and as often as may be deemed
expedient by Lessor. In no event shall Lessor, in the exercise of the remedies
provided in this instrument (including, without limitation, in connection with
the assignment of rents to Lessor, or the appointment of a receiver and the
entry of such receiver onto all or any part of the Leased Property), be deemed a
"mortgagee in possession", and Lessor shall not in any way be made liable for
any act, either of commission or omission, in connection with the exercise of
such remedies.

     SECTION 16.3. WAIVER OF CERTAIN RIGHTS. If this Lease shall be terminated
pursuant to SECTION 16.2, Lessee waives, to the fullest extent permitted by
law,(a) any notice of re-entry or the institution of legal proceedings to obtain
re-entry or possession; (b) any right of redemption, re-entry or repossession;
(c) the benefit of any laws now or hereafter in force exempting property from
liability for rent or for debt or limiting Lessor with respect to the election
of remedies; and (d) any other rights which might otherwise limit or modify any
of Lessor's rights or remedies under this ARTICLE XVI.

     SECTION 16.4. POWER OF SALE AND FORECLOSURE.

          (a)  As it is the intent of the parties pursuant to ARTICLE XXIV that
the transaction reflected in this Lease shall constitute a deed of trust
financing as described therein, Lessee hereby grants a Lien, and Lessee does
hereby irrevocably warrant, grant, bargain, sell, transfer, convey and assign
the Leased Property to the Public Trustee of Arapahoe County, Colorado ("DEED OF
TRUST TRUSTEE") IN TRUST FOREVER WITH POWER OF SALE for the benefit and security
of Lessor, to secure all Obligations, and that, upon the occurrence of any Event
of Default, Lessor shall have the power and authority, to the extent provided by
law, to direct Deed of Trust Trustee, after proper notice and lapse of such time
as may be required by law, to sell the Leased Property at the time and place of
sale fixed by Deed of Trust Trustee in such notice of sale, either as a whole,
or in separate lots or parcels or items and in such order it may elect, at
auction to the highest bidder for cash in lawful money of the United States of
America payable at the time of sale; accordingly, it is acknowledged that A
POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW
DEED OF TRUST TRUSTEE TO TAKE THE LEASED PROPERTY AND SELL IT WITHOUT GOING TO
COURT IN A FORECLOSURE ACTION UPON DEFAULT BY LESSEE UNDER THIS INSTRUMENT, and
upon the occurrence of



                                       36
<PAGE>

a Lease Event of Default, Lessor, in lieu of or in addition to directing Deed of
Trust Trustee to exercise any power of sale hereinabove given, may proceed by a
suit or suits in equity or at law, whether for a foreclosure hereunder, or for
the sale of the Leased Property, or against Lessee on a recourse basis for the
Lease Balance and all accrued and unpaid interest on the Loans, all accrued and
unpaid Yield on the Certificate Amounts, and all other amounts owing by Lessee
under the Operative Documents with respect to the Leased Property or pursuant to
the Operative Documents, or for the specific performance of any covenant or
agreement herein contained or in aid of the execution of any power herein
granted, or for the appointment of a receiver pending any foreclosure hereunder
or the sale of the Leased Property, or for the enforcement of any other
appropriate legal or equitable remedy.

          (b)  Should Lessor elect to foreclose by exercise of the power of sale
herein contained, Lessor shall notify Deed of Trust Trustee in the manner then
required by law and shall deposit with Deed of Trust Trustee this Lease and the
Instruments and such receipts and evidence of expenditures made and secured
hereby as Deed of Trust Trustee may require.

Upon receipt of such notice of Lessor and at the direction of Lessor, Deed of
Trust Trustee shall cause to be recorded, published and delivered such notices
of default and notices of sale as may then be required by law and by this Lease.
Deed of Trust Trustee shall, only at the direction of Lessor and without demand
on Lessee, after such time as may then be required by law and after recordation
of such notice of default and after notice of sale having been given as required
by law, sell the Leased Property at the time and place of sale fixed by it in
such notice of sale, either as whole or in separate lots or parcels or items as
Lessor shall deem expedient, and in such order as it may determine, at public
auction to the highest bidder for cash in lawful money of the United States
payable at the time of sale, or as otherwise may then be required by law. Deed
of Trust Trustee shall deliver to such purchaser or purchasers thereof its good
and sufficient deed or deeds conveying the property so sold, but without any
covenant or warranty, express or implied. The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness thereof. Any
person, including, without limitation, Lessee, Deed of Trust Trustee or Lessor,
may purchase at such sale. Deed of Trust Trustee may in the manner provided by
law postpone sale of all or any portion of the Leased Property.


                                       37
<PAGE>

          (c)  After deducting all costs, fees and expenses of Deed of Trust
Trustee and of the trust created hereby, including costs of evidence of title in
connection with sale and the payment of the Deed of Trust Trustee's fees
actually incurred not to exceed the amount which may be provided for in this
Lease, Deed of Trust Trustee shall apply the proceeds of sale, subject to
Section 5.3 of the Participation Agreement, in the following priority, to
payment of: (i) first, all sums expended under the terms hereof, not then
repaid, with accrued interest at the Overdue Rate; (ii) second, other sums then
secured hereby; and (iii) the remainder, if any, to the person or persons
legally entitled thereto.

          (d)  Subject to Applicable Laws, Deed of Trust Trustee may postpone
sale of all or any portion of the Leased Property and the other Teletech
Collateral by public announcement at such time and place of sale, and from time
to time thereafter may postpone such sale by public announcement or subsequently
noticed sale, and without further notice make such sale at the time fixed by the
last postponement, or may, in its discretion, give a new notice of sale.

          (e)  Upon the occurrence of an Event of Default hereunder, Lessor may
proceed, in any sequence: (i) to exercise its rights hereunder with respect to
all or any portion of the Leased Property and the other Teletech Collateral; and
(ii) to exercise its rights with respect to all or any portion of the Leased
Property and the other Teletech Collateral which is personal property in
accordance with the provisions of the UCC (defined below).

          (f)  Subject always to the then existing rights, if any, of the Lessee
under the Lease, Lessor may proceed to exercise all rights, privileges and
remedies of Lessor under the Lease and may exercise all such rights and remedies
either in the name of Lessee or in the name of Lessor for the use and benefit of
Lessor.

     SECTION 16.5. ASSIGNMENT OF LEASES AND RENTS.

          (a)  Lessee hereby absolutely assigns and transfers to Lessor the
following:

               (i)  All subleases, written or oral, now in existence or
          hereafter arising and all agreements in each case entered into by
          Lessee (or any person holding an interest in all or any portion of the
          Leased Property derived through Lessee's interest as lessee under the
          Lease) for



                                       38
<PAGE>

          the use and occupancy of all or any portion of the Leased Property
          together with all the right, power and authority of Lessee to alter,
          modify or change the terms of such leases or agreements or to
          surrender, cancel or terminate such leases or agreements together with
          any and all extensions and renewals thereof and any and all further
          leases or agreements upon all or any part of the Leased
          Property(collectively, the "SUBLEASES");

               (ii) Any and all guarantees of the lessee's (the "SUBLESSEE'S")
          obligations under any of such Subleases;

               (iii) The immediate and continuing right to collect and receive
          all of the rents, income, receipts, revenues, issues and profits now
          due or which may become due or to which Lessee may now or shall
          hereafter (whether during any applicable period of redemption, or
          otherwise) become entitled or may demand or claim, arising or issuing
          from or out of the Subleases, or from or out of the Leased Property or
          any part thereof, including but not limited to: minimum rents,
          additional rents, percentage rents, parking maintenance charges or
          fees, tax and insurance contributions, proceeds of sale of
          electricity, gas, chilled and heated water and other utilities and
          services, deficiency rents and liquidated damages following a Sublease
          event of default or late payment of rent, premiums payable by any
          Sublessee upon the exercise of a cancellation privilege provided for
          in any Sublease and all proceeds payable under any policy of insurance
          covering loss of rents resulting from untenantability caused by
          destruction or damage to the Leased Property, together with any and
          all rights and claims of any kind which Lessee may have against any
          Sublessee under any Sublease or any subtenants or occupants of the
          Leased Property(all such money, rights and claims being hereinafter
          collectively called the "SUBRENTS"), LESS AND EXCEPTING THEREFROM,
          HOWEVER, any sums which by the express provisions of any Sublease are
          payable directly to any governmental authority or to any other person,
          firm or corporation other than the lessor under any Sublease or any
          person, firm or corporation which controls or is controlled by or is
          under common control with the lessor under any Sublease.


                                       39
<PAGE>

               (b)  Lessee hereby constitutes and appoints Lessor the true and
          lawful attorney-in-fact, coupled with an interest, of Lessee,
          empowered and authorized in the name, place and stead of Lessee to
          demand, sue for, attach, levy, recover and receive all Subrents and
          any premium or penalty payable upon the exercise by any Sublessee
          under any Sublease of a privilege of cancellation originally provided
          in such Sublease and to give proper receipts, releases and
          acquittances therefor and after deducting expenses of collection, to
          apply the net proceeds as a credit upon any portion of the
          indebtedness secured hereby selected by Lessor notwithstanding the
          fact that such portion of said indebtedness may not then be due and
          payable or that such portion of said indebtedness is otherwise
          adequately secured, and Lessee does hereby authorize and direct any
          such Sublessee to deliver such payment to Lessor, in accordance with
          this Lease, and Lessee hereby ratifies and confirms all that its said
          attorney, Lessor, shall do or cause to be done by virtue of the powers
          granted hereby. The foregoing appointment is irrevocable and
          continuing and such rights, powers and privileges shall be exclusive
          in Lessor, its successors and assigns, so long as any part of the
          obligations secured hereby remain unpaid or undischarged. A Sublessee
          need not inquire into the authority of Lessor to collect any Subrents,
          and its obligations to Lessee pursuant to the relevant Sublease shall
          be absolutely discharged to the extent of any payment to Lessor.
          Lessee hereby constitutes and appoints Lessor the true and lawful
          attorney-in-fact, coupled with an interest, of Lessee empowered and
          authorized in the name and stead of Lessee to subject and subordinate
          at any time and from time to time any Sublease or any part thereof to
          the lien and security interest of this Lease or any other mortgage,
          deed of trust or security agreement on the Leased Property, or to
          request or require such subordination, where such reservation, option
          or authority was reserved to Lessee under any such Sublease, or in any
          case where Lessee otherwise would have the right, power or privilege
          so to do. The foregoing appointment is irrevocable and continuing and
          such rights, powers and privileges shall be exclusive in Lessor, its
          successors and assigns so long as any part of the obligations secured
          hereby remain unpaid or undischarged, and Lessee hereby warrants that
          Lessee has not, at any time prior to the date hereof, exercised any
          such rights or assigned the right to do so.


                                       40
<PAGE>

               (c)  So long as the obligations secured hereby remain unpaid and
          undischarged and unless Lessor otherwise consents in writing, the fee
          and the leasehold estates in and to the Leased Property shall not
          merge but shall always remain separate and distinct, notwithstanding
          the union of such estates either in Lessee, Lessor, any sublessee or
          any third party by purchase or otherwise.

               (d)  The acceptance by Lessor of the assignment provided in this
          SECTION 16.5(d), together with all of the rights, powers, privileges
          and authority created in this paragraph or elsewhere in this Lease,
          shall not, prior to entry upon and taking possession of the Leased
          Property by Lessor, be deemed or construed to constitute Lessor a
          "mortgagee in possession" nor thereafter or at any time or in any
          event obligate Lessor to appear in or defend any action or proceeding
          relating to the Subleases, the Rents or the Leased Property or to take
          any action hereunder or to expend any money or incur any expenses or
          perform or discharge any obligation, duty or liability under any
          Sublease or to assume any obligation or responsibility for any
          security deposits or other deposits delivered to Lessee by any
          Sublessee and not assigned and delivered to Lessor, nor shall Lessor
          be liable in any way for any injury or damage to person or property
          sustained by any person or persons, firm or corporation in or about
          the Leased Property.

     SECTION 16.6. GRANT OF SECURITY INTEREST. In addition to the Lien granted
pursuant to SECTION 16.4, Lessee hereby grants a security interest to Lessor in
the Teletech Collateral which constitutes tangible personal property. This Lease
shall constitute a security agreement within the meaning of the Uniform
Commercial Code as enacted in the state in which the Leased Property is located
("UCC"), and if an Event of Default has occurred and is continuing, Lessor
shall, in addition to all other rights available at law or equity, have all of
the rights provided to a secured party under Article 9 of the UCC.

     SECTION 16.7. LIMITATION OF RECOURSE DURING THE INTERIM TERM.
Notwithstanding any provision to the contrary contained in this ARTICLE XVI or
in any provision of any of the other Operative Documents, prior to the Base Term
Commencement Date, the aggregate amount payable by Lessee on a recourse basis
under this ARTICLE XVI and under SECTION 18.2 as the result of a Lease Event of
Default which is not a Full Recourse Construction Period Event of Default

                                       41
<PAGE>

or otherwise payable directly by Lessee or Construction Agent on a recourse
basis pursuant to Section 4.3(a) of the Participation Agreement shall be subject
to the limitations on recourse liability set forth in Article XIV of the
Participation Agreement.


                                  ARTICLE XVII
                             LESSOR'S RIGHT TO CURE

     SECTION 17.1. LESSOR'S RIGHT TO CURE LESSEE'S LEASE DEFAULTS. Lessor,
without waiving or releasing any obligation or Lease Event of Default, may (but
shall be under no obligation to), upon five (5) Business Days' prior written
notice to Lessee (except in the case of a condition Lessor reasonably determines
may be an emergency or a condition or event which if not promptly remedied may
materially and adversely affect the Fair Market Value of the Leased Property, in
which case only 24 hours' advance notice to Lessee shall be required), remedy
any Event of Default for the account and at the sole cost and expense of Lessee,
including the failure by Lessee to maintain the insurance required by ARTICLE
XIII, and may, to the fullest extent permitted by law, and notwithstanding any
right of quiet enjoyment in favor of Lessee, enter upon the Leased Property for
such purpose and take all such action thereon as may be necessary or appropriate
therefor. No such entry shall be deemed an eviction of Lessee. All reasonable
out-of-pocket costs and expenses so incurred (including reasonable fees and
expenses of counsel), together with interest thereon at the Overdue Rate from
the date on which such sums or expenses are paid by Lessor, shall be paid by
Lessee to Lessor on demand as Supplemental Rent.


                                  ARTICLE XVIII
                               PURCHASE PROVISIONS

     SECTION 18.1. EARLY AND END OF TERM PURCHASE OPTIONS.

          (a)  Subject to the conditions contained herein and without limitation
of Lessee's purchase obligation pursuant to SECTION 18.2, on (1) any Scheduled
Payment Date following the second anniversary of the date that the Base Term
Commencement Date has commenced with respect to all of the Leased Property and
provided Lessee has not elected the Sale Option or (2) any Business Day after
the occurrence and during the continuance of a Lease Event of Default of the
types described in CLAUSE (ii) of the next sentence, Lessee may, at its option,
purchase all of the Leased

                                       42
<PAGE>

Property (the "EARLY TERMINATION OPTION") at a price equal to the Purchase
Amount. Lessee's right to purchase the Leased Property pursuant to this SECTION
18.1 shall terminate automatically and without notice upon (i) the occurrence of
a Lease Event of Default arising as a result of an Insolvency Event, or (ii)
upon the occurrence of any other Lease Event of Default, unless in the case of a
Lease Event of Default described in this CLAUSE (ii) Lessee delivers a written
notice of its election to exercise this option to purchase not less than three
(3) Business Days prior to the date of the purchase and consummates the purchase
within fifteen (15) Business Days following the occurrence of such Event of
Default. In order to exercise its option to purchase the Leased Property
pursuant to this SECTION 18.1 and except as provided for in CLAUSE (ii) of the
foregoing sentence, Lessee shall give to Lessor not less than ten (10) days'
prior written notice of such election to exercise, which election shall be
irrevocable when made. If Lessee exercises its option pursuant to this SECTION
18.1 then, upon Lessor's receipt of all amounts due in connection therewith,
Lessor shall transfer to Lessee all of Lessor's right, title and interest in and
to the Leased Property in accordance with the procedures set forth in SECTION
21.1, such transfer to be effective as of the date specified in the Purchase
Notice.

          (b)  PARTIAL SITE PURCHASE. In addition to Lessee's option to purchase
the Leased Property as provided above, Lessee also shall have the option to
purchase that portion of the Land (not to exceed three (3) acres) substantially
identical to the real property depicted on EXHIBIT B attached hereto (the
"RELEASE PARCEL") upon satisfaction of the following conditions: (i) No Event of
Default shall have occurred, (ii) Lessee shall deliver to Lessor, Administrative
Agent and the Participants an Appraisal setting forth the Fair Market Value (as
separate and independent pieces of property) of the Release Parcel as of the
date of purchase and the remaining portion of the Leased Property, (iii) the
purchase price for the Release Parcel being purchased shall be equal to the
product of (A) a fraction the numerator of which is the Fair Market Value of the
portion being purchased as determined in such Appraisal, and the denominator of
which is the Fair Market Value of the Release Parcel and the remaining portion
of the Leased Property as determined in such Appraisal and (B) the Lease
Balance, which purchase price shall be applied to the Lease Balance, (iv) the
Release Parcel and the remaining portion of the Leased Property shall each
constitute a legal parcel under Applicable Laws regarding subdivision, (v) the
remaining portion of the Leased Property shall not be dependent upon the Release
Parcel for



                                       43
<PAGE>

services, utilities, parking or access unless perpetual easements have been
granted for the benefit of the remaining portion of the Leased Property in form
satisfactory to the Required Participants and otherwise in accordance with
Applicable Laws regarding subdivision and zoning, (vi) any improvements situated
on the remaining portion of the Leased Property shall be situated entirely on
the remaining portion of the Leased Property and no portion of the improvements
situated on the remaining portion of the Leased Property shall be situated on
the portion of the Release Parcel, (vii) Lessee shall deliver to Lessor,
Administrative Agent and the Participants a (x) Title Policy complying with the
requirements of Section 6.1(n) of the Participation Agreement, or (y)
endorsements to the existing Title Policies satisfactory to the Participants, in
either case insuring, among other things, the continued lien priority of the
Liens in favor of Administrative Agent and including endorsements with respect
to the subdivision and zoning, (viii) Lessee shall execute and deliver such
modifications, amendments or supplements to the Operative Documents to reflect
the sale of the Release Parcel and the payment of the purchase price thereof as
reasonably requested by Lessor or Administrative Agent.

     SECTION 18.2. ACCELERATION OF LEASED PROPERTY PURCHASE.

          (a)  Lessee shall be obligated to purchase for an amount equal to the
Purchase Amount Lessor's interest in all of the Leased Property (notwithstanding
any prior election to exercise its Early Termination Option pursuant to SECTION
18.1) (i) automatically and without notice upon the occurrence of a Lease Event
of Default resulting from an Insolvency Event, and (ii) as provided for in
SECTION 16.2(e) upon written demand of Lessor upon the occurrence of any other
Lease Event of Default.

          (b)  Any purchase under this SECTION 18.2 shall be in accordance with
the procedures for transfer set forth in SECTION 21.1.


                                   ARTICLE XIX
                               END OF TERM OPTIONS

     SECTION 19.1. END OF TERM OPTIONS. At least two hundred seventy (270) days
before the scheduled expiration date of the Term, Lessee shall, by delivery of
written notice to Lessor and each Agent, exercise one of the following options:

                                       44
<PAGE>

     (a)  Renew this Lease with respect to the Leased Property for an additional
one-year term (each, a "LEASE RENEWAL TERM") on the terms and conditions set
forth herein and in the other Operative Documents (the "RENEWAL OPTION");
PROVIDED, HOWEVER, that the Renewal Option shall not be available during the
second Lease Renewal Term; or

     (b)  Purchase for cash for the Purchase Amount all of the Leased Property
on the last day of the Term (the "PURCHASE OPTION"); and if Lessee shall have
elected to purchase the Leased Property, Lessor shall, upon the payment to
Lessor of the Purchase Amount then due and payable by Lessee under the Operative
Documents, transfer all of Lessor's right, title and interest in and to the
Leased Property pursuant to SECTION 21.1; or

     (c)  Sell all of the Leased Property on behalf of Lessor for cash to a
single purchaser not in any way affiliated with Lessee, any of its Affiliates on
the last day of the Term (the "SALE OPTION"). Lessee's right to sell the Leased
Property pursuant to the Sale Option shall be conditioned upon and subject to
the fulfillment by Lessee of each of the terms and conditions set forth in
ARTICLE XX.

     SECTION 19.2. ELECTION OF OPTIONS. To the extent that the Renewal Option is
available, unless Lessee shall have affirmatively elected in accordance herewith
the Purchase Option or the Sale Option, Lessee shall be deemed to have elected
the Renewal Option. If the Renewal Option is no longer available, unless Lessee
shall have (a) affirmatively elected the Sale Option within the time period
provided for in SECTION 19.1 and (b) satisfied each of the requirements in
ARTICLES XX and XXI, Lessee shall be deemed to have elected the Purchase Option.
In addition, the Sale Option shall automatically be revoked if there exists a
Lease Default, Lease Event of Default, Significant Casualty or Significant
Condemnation at any time after the Sale Option is properly elected or Lessee
fails to comply with each of the terms and conditions set forth at ARTICLES XX
and XXI (including Lessee's obligation to sell the Leased Property in accordance
with the terms and conditions set forth at ARTICLES XX and XXI, on the last day
of the Term) and Lessor shall be entitled to exercise all rights and remedies
provided in ARTICLE XVI. Lessee may not elect the Sale Option if there exists on
the date the election is made a Default, an Event of Default, Significant
Casualty or Significant Condemnation. Any election by Lessee pursuant to SECTION
19.1 shall be irrevocable at the time made.

                                       45
<PAGE>

     SECTION 19.3. RENEWAL OPTIONS. The exercise of any Renewal Option by Lessee
shall be subject to satisfaction of the following conditions:

          (i)  on the Expiration Date then in effect no Lease Event of Default
     or Lease Default shall have occurred and be continuing, and on the date
     Lessee gives notice of its exercise of the Renewal Option, no Lease Event
     of Default or Lease Default shall have occurred and be continuing; and

          (ii) Lessee shall not have exercised the Sale Option or the Purchase
     Option.

Lessee's exercise of a Renewal Option shall be deemed to be a representation by
Lessee that on both the Expiration Date then in effect and the date Lessee gives
notice of its exercise of the Renewal Option, no Event of Default or Lease
Default shall have occurred and be continuing.


                                   ARTICLE XX
                                   SALE OPTION

     SECTION 20.1. SALE OPTION PROCEDURES. Lessee's effective exercise and
consummation of the Sale Option with respect to the Leased Property shall be
subject to the due and timely fulfillment of each of the following provisions as
to the Leased Property as of the dates set forth below.

          (a)  Lessee shall have given to Lessor and Lenders written notice of
Lessee's exercise of the Sale Option in accordance with SECTION 19.1.

          (b)  Prior to the Expiration Date, Lessee shall furnish to Lessor,
Administrative Agent, the Participants and, the independent purchaser hereunder
a reasonably current Environmental Audit dated no earlier than forty-five (45)
days prior to the Expiration Date and addressed to each such party. Such
Environmental Audit shall be prepared by an environmental consultant selected by
Lessor in Lessor's discretion and shall contain conclusions satisfactory to the
Participants and such purchaser as to the environmental status of the Leased
Property. If any such Environmental Audit indicates any exceptions, Lessee shall
take such remedial action as shall be necessary to enable delivery, and Lessee
shall cause to be delivered prior to the

                                       46
<PAGE>

Expiration Date, a Phase Two environmental assessment by such environmental
consultant and a written statement by such environmental consultant indicating
that all such exceptions have been remedied in compliance with Applicable Laws.

          (c)  Lessor shall at Lessee's expense be entitled to perform such
investigation, including obtaining reports of engineers and other experts as to
the condition and state of repair and maintenance of the Leased Property
required by this Lease and as to the compliance of the Leased Property with
Applicable Laws and regulations including Environmental Laws, as it deems
appropriate. Lessee, at its sole cost and expense, shall cause the repair or
other remediation of any discrepancies between the actual condition of the
Leased Property and the condition required under this Lease, such repair or
remediation to be completed not later than the Expiration Date.

          (d)  No Event of Default or Default shall exist on or at any time
following the date of the exercise of the Sale Option.

          (e)  On the date of Lessee's election of the Sale Option and upon
surrender of the Leased Property, (i) the Leased Property shall be in the
condition required by SECTION 9.1 and (ii) Lessee shall have completed or caused
to be completed all Financed Improvements, in accordance with the Approved Plans
and Specifications, and Modifications commenced prior to the Expiration Date,
and Lessee shall have caused to be completed prior to the Expiration Date the
repair and rebuilding of the affected portions of the Leased Property suffering
a Casualty or Condemnation.

          (f)  Lessee shall, as nonexclusive agent for Lessor, diligently pursue
efforts to obtain the highest cash purchase price for the Leased Property.
Lessee shall be responsible for hiring brokers and making the Leased Property
available for inspection by prospective purchasers, and all marketing of the
Leased Property shall be at Lessee's expense. Lessee shall promptly upon request
permit inspection of the Leased Property and any Leased Property Records by
Lessor, any Participant and any potential purchasers, and shall otherwise do all
things necessary to sell and deliver possession of the Leased Property to any
purchaser.

          (g)  Lessee shall diligently pursue efforts to procure bids from one
or more bona fide prospective purchasers to purchase the Leased Property.

                                       47
<PAGE>

          (h)  Lessee shall submit all bids to Lessor and the Participants, and
Lessor shall have the right to review the same and to submit any one or more
bids. All bids shall be on an all-cash basis unless Lessor and the Required
Participants shall otherwise agree in their sole discretion. In the event Lessee
receives any bid, Lessee shall within five (5) Business Days after receipt
thereof, and at least twenty (20) Business Days prior to the Lease Expiration
Date, certify to Lessor in writing the amount and terms of such bid, the name
and address of the party (who shall not be Lessee, Guarantor or any Lessee Group
Affiliate or any Person with whom Lessee, Guarantor or any Lessee Group
Affiliate has an understanding or arrangement regarding the future use,
possession or ownership of the Leased Property), but who may be a Participant,
any Affiliate thereof, or any Person contacted by any Participant (other than
any Person referred to in the foregoing parenthetical clause) submitting such
bid. If the Gross Proceeds to which Lessee desires to accept is less than the
Lease Balance, Lessee's rights hereunder shall be further conditioned upon
demonstrating that such proposed bid is for an amount at least equal to the Fair
Market Value of the Leased Property as established by the Appraisal described at
SECTION 20.1(m) below. All bids shall be on an all-cash basis unless the
Required Participants, each Agent and Lessee shall otherwise agree.

          (i)  In connection with any such sale of Leased Property, Lessee shall
provide to the purchaser all customary seller's indemnities, representations and
warranties regarding title, absence of Liens (except Lessor Liens) and the
condition of such Leased Property. Lessee shall have obtained, at its cost and
expense, all required governmental and regulatory consents and approvals and
shall have made all filings as required by Applicable Laws in order to carry out
and complete the transfer of the Leased Property. As to Lessor, any such sale
shall be made on an "as is, with all faults" basis without representation or
warranty by Lessor, other than the absence of Lessor Liens. Any agreement as to
such sale shall be made subject to Lessor's rights hereunder and shall be in
form and substance reasonably satisfactory to Lessor.

          (j)  Lessee shall pay or cause to be paid directly, and not from the
sale proceeds, any prorations, credits, costs, Impositions and expenses of or
arising from the sale of the Leased Property, whether incurred by Lessor or
Lessee, including the cost of all title insurance, surveys, environmental
reports, appraisals, transfer taxes, Lessor's reasonable attorneys' fees,
Lessee's attorneys' fees, commissions, escrow fees, recording fees, and all



                                       48
<PAGE>

applicable documentary and other transfer and document taxes and Impositions.

          (k)  On the Lease Expiration Date, Lessee shall pay to Lessor (or in
the case of Supplemental Rent, to the Person entitled thereto) an amount equal
to (i) the Sale Option Recourse Amount PLUS (ii) all accrued and unpaid Rent
(including Supplemental Rent, if any) and all other amounts hereunder which have
accrued or will accrue prior to or as of the Expiration Date for the Leased
Property, in the type of funds specified in SECTION 3.4 hereof.

          (l)  Lessee shall pay to Lessor on or prior to the Expiration Date the
amounts, if any, required to be paid pursuant to Article XIII of the
Participation Agreement.

          (m)  Upon consummation of a sale of the Leased Property, Lessee shall
pay directly to Lessor the gross proceeds (the "GROSS PROCEEDS") of such sale
(I.E., without deduction for any marketing, closing or other costs, prorations
or commissions); PROVIDED, HOWEVER, that if the sum of (x) the Gross Proceeds
from such sale PLUS (y) the Sale Option Recourse Amount received by Lessor
pursuant to CLAUSE (j)(i) PLUS (z) amounts received by Lessor pursuant to
Section 13.3 of the Participation Agreement exceeds the Lease Balance for the
Leased Property as of such date, then the excess shall be paid to Lessee on such
Expiration Date.

          (n)  If the bid that Lessee proposes to accept and which Lessee
submits pursuant to SECTION 20.1(g) is for an amount less than the Lease
Balance, then Lessor shall promptly following the receipt of such bid, engage an
appraiser, reasonably satisfactory to the Participants and Lessee, at Lessee's
expense, to determine (by appraisal methods reasonably satisfactory to the
Required Participants) the Fair Market Value of the Leased Property as of (i)
the Expiration Date and (ii) the first day of any Lease Renewal Term in which
the Sale Option is elected. The Appraiser's conclusion relating to the first day
of the Lease Renewal Term shall be used in calculating the "Recourse Deficiency
Amount." A copy of such appraisal shall be delivered to each of the Participants
not later than five (5) Business Days prior to the Expiration Date. The
appraiser shall be instructed to assume that the Leased Property is in the
condition required by and has been maintained in accordance with this Lease.

     If one or more of the foregoing provisions shall not be fulfilled as of the
date set forth above with respect to the Leased

                                       49
<PAGE>

Property, including Lessee's obligation at Section 20.1(g) to accept a bid for
not less than the Fair Market Value of the Leased Property and sell the Leased
Property on the Expiration Date, then Lessor shall declare by written notice to
Lessee the Sale Option to be null and void (whether or not it has been
theretofore exercised by Lessee), in which event all of Lessee's rights under
this SECTION 20.1 shall immediately terminate and Lessee shall be obligated to
purchase the Leased Property pursuant to SECTION 18.2 on the Expiration Date.

     Except as expressly set forth herein, Lessee shall have no right, power or
authority to bind Lessor in connection with any proposed sale of the Leased
Property.

     SECTION 20.2. CERTAIN OBLIGATIONS CONTINUE. During the period following
Lessee's exercise of the Sale Option, the obligation of Lessee to pay Rent with
respect to the Leased Property (including the installment of Rent due on the
Expiration Date for the Leased Property) shall continue undiminished. Lessor
shall have the right, but shall be under no duty, to solicit bids, to inquire
into the efforts of Lessee to obtain bids or otherwise to take action in
connection with any such sale, other than as expressly provided in this ARTICLE
XX.


                                   ARTICLE XXI
        PROCEDURES RELATING TO PURCHASE OR SALE OPTION; SUPPLEMENTAL RENT

     SECTION 21.1. PROVISIONS RELATING TO CONVEYANCE OF THE LEASED PROPERTY UPON
PURCHASE BY LESSEE, SALES OR CERTAIN OTHER EVENTS.

          (a)  In connection with any termination of this Lease and purchase of
the Leased Property by Lessee in accordance with this Lease, then, upon the date
on which this Lease is to terminate with respect to the Leased Property and upon
tender by Lessee of the amounts set forth in ARTICLE XV, SECTIONS 16.2(e), 18.1,
18.2 or 19.1(b), as applicable:

               (i)  Lessor shall execute and deliver to Lessee (or to Lessee's
     designee) at Lessee's cost and expense a warranty deed of Lessor's interest
     in the Leased Property in recordable form and otherwise in conformity with
     local custom and without representation and warranty except as to the
     absence of any Lessor Liens attributable to Lessor;

                                       50
<PAGE>

               (ii) the Leased Property shall be conveyed to Lessee "AS IS" and
     in its then present physical condition; and

               (iii) Lessor shall execute and deliver to Lessee and, if
     requested by Lessee, Lessee's title insurance company, an affidavit as to
     the absence of Lessor Liens attributable to Lessor and shall execute and
     deliver to Lessee a statement of termination of this Lease to the extent
     such Operative Document relates to the Leased Property, but not with
     respect to any term or condition which is meant to survive termination, and
     shall use its best efforts to cause Administrative Agent to execute and
     deliver a release of the Deed of Trust relating to the Leased Property, a
     release of the Assignment of Leases and Rents, releases of any Liens
     created by the Operative Documents attributable to Administrative Agent,
     and termination statements for any financing statements which are then of
     record naming Administrative Agent as the secured party.

     (b)  If Lessee properly exercises the Sale Option, then Lessee shall, on
the Expiration Date, and at its own cost, transfer possession of the Leased
Property to the independent purchaser(s) thereof in the case of a sale by
surrendering the same into the possession of such purchaser, free and clear of
all Liens (other than Permitted Liens of the types described in clauses (iii),
(v), (vi), (vii) and (viii) of the definition of Permitted Liens, in the
condition required by SECTION 20.1(d) and in compliance with Applicable Laws and
the provisions of this Lease, and the Lessee shall execute and deliver to the
purchaser, at the Lessee's cost and expense, a special warranty deed, a bill of
sale with respect to any personal property, in each case in recordable form and
otherwise in conformity with local custom and free and clear of all Liens other
than Permitted Liens of the types described in clauses (iii), (v), (vi), (vii)
and (viii) of the definition of Permitted Liens; Lessee shall execute and
deliver to the purchaser and the purchaser's title insurance company an
affidavit as to the absence of any Liens (other than Permitted Liens), and such
other affidavits and certificates reasonably requested by any title insurance
company insuring title to the Leased Property, as well as a FIRPTA affidavit,
and an instrument in recordable form declaring Lessee's rights under this Lease
to be terminated on the date of closing of the sale of the Leased Property;
Lessee shall, on and within a reasonable time before and up to one year after
such sale of the Leased Property, cooperate reasonably with the Lessor and any
purchaser of the Leased Property in order to facilitate the



                                       51
<PAGE>

purchase and use by such purchaser of the Leased Property, which cooperation
shall include the following, all of which Lessee shall do on or before such
sale, or as soon thereafter as is reasonably practicable: providing all books
and records regarding the maintenance and ownership of the Leased Property and
all know-how, data and technical information relating thereto, granting or
assigning all licenses necessary for the ownership, use and maintenance of the
Leased Property and cooperating reasonably in seeking and obtaining all
necessary Governmental Action. The obligations of the Lessee under this
paragraph shall survive the expiration or termination of this Lease.


                                  ARTICLE XXII
                             ACCEPTANCE OF SURRENDER

     SECTION 22.1. ACCEPTANCE OF SURRENDER. No surrender to Lessor of this Lease
or of the Leased Property or of any part of any thereof or of any interest
therein shall be valid or effective unless agreed to and accepted in writing by
Lessor and, prior to the payment or performance of all obligations under the
Loan Agreement and the Trust Agreement and termination of the Commitments, the
Participants, and no act by Lessor or the Participants or any representative or
agent of Lessor or the Participants, other than a written acceptance, shall
constitute an acceptance of any such surrender.


                                  ARTICLE XXIII
                               NO MERGER OF TITLE

     SECTION 23.1. NO MERGER OF TITLE. There shall be no merger of this Lease or
of the leasehold estate created hereby solely by reason of the fact that the
same Person may acquire, own or hold, directly or indirectly, in whole or in
part, (a) this Lease or the leasehold estate created hereby or any interest in
this Lease or such leasehold estate, (b) the fee interest in the Leased
Property, except as may expressly be stated in a written instrument duly
executed and delivered by the appropriate Person or (c) a beneficial interest in
Lessor.


                                       52
<PAGE>

                                  ARTICLE XXIV
                              INTENT OF THE PARTIES

     SECTION 24.1. NATURE OF TRANSACTION. It is the intention of the parties
that:

          (a)  the Overall Transaction (including, without limitation, the
transactions and activities during the Interim Term referred to or contemplated
by the Construction Agency Agreement), constitutes an operating lease from
Lessor to Lessee for purposes of Lessee's and Guarantor's financial reporting,
including, without limitation, under Financial Accounting Standards Board
Statement No. 13;

          (b)  for federal and all state and local income and transfer taxes and
for purposes of bankruptcy, insolvency, conservatorship and receivership law
(including the substantive law upon which bankruptcy, conservatorship and
insolvency and receivership proceedings are based) and real estate and Uniform
Commercial Code purposes:

               (i)  the Overall Transaction (including, without limitation, the
     transactions and activities during the Interim Term referred to or
     contemplated by the Construction Agency Agreement), constitute a financing
     by the Participants to Lessee and preserves beneficial ownership in the
     Leased Property in Lessee, Lessee will be entitled to all tax benefits
     ordinarily available to owners of property similar to the Leased Property
     for tax purposes (including, without limitation, depreciation) and the
     obligations of Lessee to pay Basic Rent shall be treated as payments of
     interest to the Participants, and the payment by Lessee of any amounts in
     respect of the Lease Balance shall be treated as payments of principal to
     the Participants;

               (ii) in order to secure the obligations of Lessee now existing or
     hereafter arising under any of the Operative Documents, this Lease creates,
     and Lessee hereby grants, conveys, assigns, mortgages and transfers a
     security interest or a lien, as the case may be, in the Leased Property and
     the other Teletech Collateral, and Lessee does hereby irrevocably GRANT,
     BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Deed of Trust
     Trustee, and for the benefit of Lessor and the Participants, a Lien, deed
     of trust and mortgage on



                                       53
<PAGE>

     all right, title and interest of Lessee in and to the Leased Property and
     the Land; and

               (iii) the Deed of Trust creates Liens and security interests in
     the Mortgaged Property in favor of Administrative Agent for the benefit of
     all of the Participants to secure Lessee's payment and performance of the
     Obligations.

Nevertheless, Lessee acknowledges and agrees that none of Lessor, Administrative
Agent, Arranger or any Participant has made any representations or warranties
concerning the tax, accounting or legal characteristics of the Operative
Documents or any aspect of the Overall Transaction and that Lessee has obtained
and relied upon such tax, accounting and legal advice concerning the Operative
Documents and the Overall Transaction as it deems appropriate; provided,
however, none of the Lessor, any Agent, Arranger or any Participant shall treat
the Overall Transaction for federal or state tax purposes other than as a
financing preserving beneficial ownership in the Leased Property in the Lessee
in the manner described in this SECTION 24.1(b).

          (c)  Specifically, but without limiting the generality of SUBSECTION
(b) of this SECTION 24.1, Lessor and Lessee further intend and agree that, with
respect to that portion of the Leased Property constituting personal property,
for the purpose of securing Lessee's obligations for the repayment of the
above-described loans from Lessor and the Participants to Lessee, (i) this Lease
shall also be deemed to be a security agreement and financing statement within
the meaning of Article 9 of the Uniform Commercial Code; (ii) the conveyance
provided for hereby shall be deemed to be a grant by Lessee to Lessor, for the
benefit of the Participants, of a mortgage, lien and security interest in all of
Lessee's present and future right, title and interest in and to such portion of
the Leased Property, including but not limited to Lessee's leasehold estate
therein and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, investments, securities or other property, whether in the
form of cash, investments, securities or other property to secure such loans,
effective on the date hereof, to have and to hold such interests in the Leased
Property unto Lessor, for the benefit of the Participants; (iii) the possession
by Lessor of notes and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 4-9-305 of the Uniform

                                       54
<PAGE>

Commercial Code; and (iv) notifications to Persons holding such property, and
acknowledgments, receipts or confirmations from financial intermediaries,
bankers or agents (as applicable) of Lessee shall be deemed to have been given
for the purpose of perfecting such security interest under Applicable Laws.
Lessor and Lessee shall, to the extent consistent with this Lease, take such
actions and execute, deliver, file and record such other documents, financing
statements, mortgages and deeds of trust as may be necessary to ensure that, if
this Lease were deemed to create a security interest in the Leased Property in
accordance with this Section, such security interest would be deemed to be a
perfected security interest with priority over all Liens other than Permitted
Liens, under Applicable Laws and will be maintained as such throughout the Term.


                                   ARTICLE XXV
                                  MISCELLANEOUS

     SECTION 25.1. SURVIVAL; SEVERABILITY; ETC. Anything contained in this Lease
to the contrary notwithstanding, all claims against and liabilities of Lessee or
Lessor arising from events commencing prior to the expiration or earlier
termination of this Lease shall survive such expiration or earlier termination.
If any term or provision of this Lease or any application thereof shall be
declared invalid or unenforceable, the remainder of this Lease and any other
application of such term or provision shall not be affected thereby. If any
right or option of Lessee provided in this Lease, including any right or option
described in ARTICLES XIV, XV, XVIII, XIX or XX, would, in the absence of the
limitation imposed by this sentence, be invalid or unenforceable as being in
violation of the rule against perpetuities or any other rule of law relating to
the vesting of an interest in or the suspension of the power of alienation of
property, then such right or option shall be exercisable only during the period
which shall end twenty-one (21) years after the date of death of the last
survivor of the descendants of Franklin D. Roosevelt, the former President of
the United States, Henry Ford, the deceased automobile manufacturer, and John D.
Rockefeller, the founder of the Standard Oil Company, known to be alive on the
date of the execution, acknowledgment and delivery of this Lease.

     SECTION 25.2. AMENDMENTS AND MODIFICATIONS. Subject to the requirements,
restrictions and conditions set forth in the Participation Agreement, neither
this Lease nor any provision

                                       55
<PAGE>

hereof may be amended, waived, discharged or terminated except by an instrument
in writing in recordable form signed by Lessor and Lessee.

     SECTION 25.3. NO WAIVER. No failure by Lessor or Lessee to insist upon the
strict performance of any term hereof or to exercise any right, power or remedy
upon a default hereunder, and no acceptance of full or partial payment of Rent
during the continuance of any such default, shall constitute a waiver of any
such default or of any such term. To the fullest extent permitted by law, no
waiver of any default shall affect or alter this Lease, and this Lease shall
continue in full force and effect with respect to any other then existing or
subsequent default.

     SECTION 25.4. NOTICES. All notices, demands, requests, consents, approvals
and other communications hereunder shall be in writing and directed to the
address described in, and deemed received in accordance with the provisions of,
Section 14.3 of the Participation Agreement.

     SECTION 25.5. SUCCESSORS AND ASSIGNS. All the terms and provisions of this
Lease shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

     SECTION 25.6. HEADINGS AND TABLE OF CONTENTS. The headings and table of
contents in this Lease are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.

     SECTION 25.7. COUNTERPARTS. This Lease may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same instrument.

     SECTION 25.8. GOVERNING LAW. THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES.

     SECTION 25.9. HIGHEST LAWFUL RATE. All obligations of Lessee to make
payments hereunder or in connection with any transaction contemplated hereby
shall be subject to the provisions of Section 4.6 of the Participation
Agreement.

     SECTION 25.10. ORIGINAL LEASE. The single executed original of this Lease
marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED

                                       56
<PAGE>

COUNTERPART" on the signature page thereof and containing the receipt thereof of
Administrative Agent, on or following the signature page thereof shall be the
Original Executed Counterpart of this Lease (the "ORIGINAL EXECUTED
COUNTERPART"). To the extent that this Lease constitutes chattel paper, as such
term is defined in the Uniform Commercial Code, no security interest in this
Lease may be created through the transfer or possession of any counterpart other
than the Original Executed Counterpart.

     SECTION 25.11. LIMITATIONS ON RECOURSE. The parties hereto agree that,
except as specifically set forth in the Lease or in any other Operative
Document, Bank shall have no personal liability whatsoever to Lessee or its
respective successors and assigns for any claim based on or in respect of this
Lease or any of the other Operative Documents or arising in any way from the
Overall Transaction; PROVIDED, HOWEVER, that Bank shall be liable in its
individual capacity (a) for its own willful misconduct or gross negligence (or
negligence in the handling of funds), (b) for any Tax based on, with respect to
or measured by any income, fees, commission, compensation or other amounts
received by it as compensation for services (including for acting as Lessor) or
otherwise under, or as contemplated by, the Operative Documents, (c) Lessor
Liens on the Leased Property which are attributable to it, (d) for its
representations and warranties made in its individual capacity in the
Participation Agreement or in any certificate or documents delivered pursuant
thereto, (e) for its failure to perform any of its covenants and agreements set
forth in the Participation Agreement or any other Operative Document, and (f) as
otherwise expressly provided in the Operative Documents.

     SECTION 25.12. NOTICE OF POTENTIAL CLAIMANTS. Nothing contained in this
Lease shall be construed as constituting the consent or request of Lessor,
expressed or implied, to or for the performance by any contractor, mechanic,
laborer, materialman, supplier or vendor of any labor or services or for the
furnishing of any materials for any construction, alteration, addition, repair
or demolition of or to either Premises or any part thereof. NOTICE IS HEREBY
GIVEN THAT NEITHER LESSOR, NOR ANY PARTICIPANT, CERTIFICATE TRUSTEE, NOR
ADMINISTRATIVE AGENT IS OR SHALL BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS
FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PREMISES OR ANY
PART OR PORTION THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS' OR OTHER
LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE
INTEREST OF LESSOR, CERTIFICATE TRUSTEE, ADMINISTRATIVE

                                       57
<PAGE>

AGENT OR ANY PARTICIPANT IN AND TO ALL OR ANY PORTION OF THE LEASED PROPERTY.

     SECTION 25.13. CONSTRUCTION LOAN. This Lease is a construction deed of
trust under the Uniform Commercial Code, to secure an obligation incurred for
the construction of an improvement on land. Any materials, equipment or supplies
used or intended for use in the construction, development, or operation of the
Leased Property, whether stored on or off the Leased Property, shall also be
subject to the lien of this Lease and Lessee, or Lessee's contractor if loan
proceeds are paid to such contractor, shall apply the loan proceeds to the
payment of lawful claims for labor and material furnished for such construction.

     SECTION 25.14. FUTURE ADVANCES. This instrument will be deemed given to
secure not only existing financing but also future advances of up to $26,665,000
made pursuant to or as provided in the Operative Documents, whether such
advances are obligatory or to be made at the option of the Participants or
Lessor, or otherwise to the same extent as if such future advances were made on
the date of execution of this instrument, although there may be no financing
outstanding at the time any advance is made. To the fullest extent permitted by
law, the lien of this instrument shall be valid as to all such amounts,
including all future advances, from the time this instrument is recorded.
Nothing contained herein shall be deemed an obligation to make future advances
to the Lessee.

                                  [END OF PAGE]
                            [SIGNATURE PAGES FOLLOW]


                                       58
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed
and delivered as of the date first above written.


                                       TELETECH SERVICES CORPORATION, as
                                       Lessee


                                       By: /s/ James Kaufman
                                          --------------------------------
                                       Name: James Kaufman
                                            ------------------------------
                                       Title: SVP
                                             -----------------------------



                                       STATE STREET BANK AND TRUST COMPANY OF
                                       CONNECTICUT, NATIONAL ASSOCIATION, not
                                       in its individual capacity, but solely
                                       as Trustee under the Trust Agreement
                                       dated as of March 1, 2000, as Lessor and
                                       Beneficiary


                                       By: /s/ Thomas Belamarich
                                          --------------------------------
                                       Name: Thomas Belamarich
                                            ------------------------------
                                       Title: Assistant Secretary
                                             -----------------------------

                                       Payment Office:



                                      S-1
<PAGE>

THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART.

Receipt of this original counterpart of the foregoing Lease is hereby
acknowledged as of the date hereof.

FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Administrative Agent


By: /s/ Nancy M. Dahl
   --------------------------------
Name: Nancy M. Dahl
     ------------------------------
Title: VP
      -----------------------------



                                      S-2
<PAGE>

STATE OF COLORADO        )
                         )        SS.:
COUNTY OF _____________  )

     The foregoing Lease was acknowledged before me, the undersigned Notary
Public, in the County of _____________, State of Colorado, this _____ day of
____________, 2000, by _____________________________, as ________________ of
TELETECH SERVICES CORPORATION, a Colorado corporation.


[Notarial Seal]
                                       -----------------------------
                                       Notary Public


My commission expires:
                      -----------------



                                      S-3
<PAGE>

STATE OF CONNECTICUT     )
                         )  SS.:
COUNTY OF _____________  )


     The foregoing Lease was acknowledged before me, the undersigned Notary
Public, in the County of ___________, State of Connecticut, this _____ day of
____________, 2000, by ______________________________, as ____________________
of STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association.



[Notarial Seal]
                                       -----------------------------
                                       Notary Public


My commission expires:
                      -----------------

                                      S-4
<PAGE>

                                   Appendix 1

                                  (Definitions)

                                (To be attached)



                                      S-5
<PAGE>

                               EXHIBIT A TO LEASE


                            LEGAL DESCRIPTION OF LAND




PARCEL A:

LOT 1, BLOCK 1, KELMORE PARK WEST FILING NO. 2, AS AMENDED BY AFFIDAVIT OF
CORRECTION RECORDED DECEMBER 22, 1997 UNDER RECEPTION NO. A7162368, COUNTY OF
ARAPAHOE, STATE OF COLORADO.

PARCEL B:

A NON-EXCLUSIVE EASEMENT FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS TO AND
FROM DRY CREEK ROAD OVER AND ACROSS THE "ACCESS EASEMENT AREA" AS DEFINED AND AS
SET FORTH IN EASEMENT AND RESTRICTION AGREEMENT RECORDED JULY 15, 1997 UNDER
RECEPTION NO. A7085466.



                                      S-6



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>6
<FILENAME>ex-10_32.txt
<DESCRIPTION>EXHIBIT 10.32
<TEXT>

<PAGE>

                  AMENDED AND RESTATED PARTICIPATION AGREEMENT

                            dated as of June 22, 2000

                                      among

                         TELETECH SERVICES CORPORATION,
                                   as Lessee,

                           TELETECH HOLDINGS, INC., as
                                   Guarantor,

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
               not in its individual capacity, except as expressly
                stated herein, but solely as Certificate Trustee,

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
               not in its individual capacity, except as expressly
               stated herein, but solely as Administrative Agent,

             THE FINANCIAL INSTITUTIONS NAMED ON SCHEDULE I HERETO,
                             as Certificate Holders,

                                       and

             THE FINANCIAL INSTITUTIONS NAMED ON SCHEDULE II HERETO,
                                   as Lenders,



                      SECURITY PACIFIC LEASING CORPORATION,
                                   as Arranger

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
ARTICLE I        DEFINITIONS; INTERPRETATION....................................   3
         SECTION 1.1.    Definitions; Interpretation............................   3

ARTICLE II       DOCUMENT CLOSING DATE; ACQUISITION DATE........................   3
         SECTION 2.1.    Effectiveness of Agreement.............................   3
         SECTION 2.2.    Construction Costs.....................................   4

ARTICLE III      FUNDING OF ADVANCE.............................................   4
         SECTION 3.1.    Funding................................................   4
         SECTION 3.2.    Appointment of Construction Agent;
                         Payment of Construction Costs and Fees;
                         Application of Funds...................................   8
         SECTION 3.3.    Advance Dates..........................................   8
         SECTION 3.4.    Capitalization of Certain Amounts During
                         Interim Term...........................................  11
         SECTION 3.5.    Non-Funding Lender's Portion...........................  11
         SECTION 3.6.    Non-Funding Certificate Holder's Portion...............  13
         SECTION 3.7.    Additional Rights of Lessee............................  15

ARTICLE IV       YIELD; INTEREST; COMMITMENT REDUCTION; FEES....................  15
         SECTION 4.1.    Yield..................................................  15
         SECTION 4.2.    Interest on Loans......................................  15
         SECTION 4.3.    Payments and Prepayments of Loans and
                         Certificate Amounts and Other Amounts..................  15
         SECTION 4.4.    Fees...................................................  16
         SECTION 4.5.    Obligations Several....................................  17
         SECTION 4.6.    Highest Lawful Rate....................................  17

ARTICLE V        CERTAIN INTENTIONS OF THE PARTIES..............................  19
         SECTION 5.1.    Nature of Transaction..................................  19
         SECTION 5.2.    Amounts Due Under Lease................................  20
         SECTION 5.3.    Distribution...........................................  21
         SECTION 5.4     Adjustments............................................  25

ARTICLE VI       CONDITIONS PRECEDENT TO ADVANCES AND REQUIREMENT
                 FOR COMPLETION.................................................  25
         SECTION 6.1.    Conditions Precedent to Initial Advance................  25
         SECTION 6.2.    Conditions Precedent to Each Advance...................  33
         SECTION 6.3.    Deliveries Upon Substantial Completion.................  36

ARTICLE VII      REPRESENTATIONS................................................  37
         SECTION 7.1.    Representations of the Participants....................  37
         SECTION 7.2.    Representations of Lessee and Guarantor................  39
         SECTION 7.3.    Representations of Lessor..............................  48

</TABLE>

                                        i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
         SECTION 7.4.    Representations and Warranties of
                         Administrative Agent...................................  51

ARTICLE VIII     COVENANTS OF LESSEE, CONSTRUCTION AGENT AND
                 GUARANTOR......................................................  52
         SECTION 8.1.    Construction Matters...................................  52
         SECTION 8.2.    Additional Covenants of Lessee and
                         Guarantor..............................................  54
         SECTION 8.3.    Financial Covenants....................................  58
         SECTION 8.4.    Credit Agreement Covenants.............................  58

ARTICLE IX       OTHER COVENANTS AND AGREEMENTS.................................  59
         SECTION 9.1.    Covenants of the Participants, the
                         Administrative Agent and the Bank......................  59

ARTICLE X        REPLACEMENT OF PARTICIPANTS....................................  61
         SECTION 10.1.   Replacement of Participants............................  61
         SECTION 10.2.   Cooperation............................................  62

ARTICLE XI       TRANSFERS OF PARTICIPANTS' INTERESTS...........................  62
         SECTION 11.1.   Assignments............................................  62
         SECTION 11.2.   Participations.........................................  64
         SECTION 11.3.   Withholding Taxes; Disclosure of
                         Information; Pledge Under Regulation A.................  65

ARTICLE XII      INDEMNIFICATION................................................  67
         SECTION 12.1.   Indemnification........................................  67
         SECTION 12.2.   Environmental Indemnity................................  72
         SECTION 12.3.   End of Term Indemnity..................................  73
         SECTION 12.4.   Proceedings in Respect of Claims.......................  74
         SECTION 12.5.   General Tax Indemnity..................................  76
         SECTION 12.6.   Gross Up...............................................  83

ARTICLE XIII     CONTINGENT LIBOR AND OTHER COSTS...............................  84
         SECTION 13.1.   LIBO Rate Lending Unlawful.............................  84
         SECTION 13.2.   Deposits Unavailable...................................  84
         SECTION 13.3.   Increased Costs, etc...................................  85
         SECTION 13.4.   Funding Losses.........................................  86
         SECTION 13.5.   Increased Capital Costs................................  87
         SECTION 13.6.   After Tax Basis........................................  87
         SECTION 13.7.   Funding Office.........................................  87

</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
ARTICLE XIV      LIMITATION ON RECOURSE LIABILITY DURING INTERIM
                 TERM...........................................................  88

ARTICLE XV       MISCELLANEOUS..................................................  88
         SECTION 15.1.   Survival of Agreements.................................  88
         SECTION 15.2.   No Broker, etc.........................................  89
         SECTION 15.3.   Notices................................................  89
         SECTION 15.4.   Counterparts...........................................  89
         SECTION 15.5.   Amendments.............................................  89
         SECTION 15.6.   Headings, etc..........................................  91
         SECTION 15.7.   Parties in Interest....................................  91
         SECTION 15.8.   GOVERNING LAW..........................................  91
         SECTION 15.9.   Severability...........................................  91
         SECTION 15.10.  Liability Limited......................................  91
         SECTION 15.11.  Submission to Jurisdiction.............................  92
         SECTION 15.12.  WAIVER OF JURY TRIAL...................................  92
         SECTION 15.13.  Confidentiality........................................  93
         SECTION 15.14.  Limited Liability of Lessor............................  94
         SECTION 15.15.  Limited Liability of Agent.............................  94
         SECTION 15.16.  Payment of Transaction Expenses and Other
                         Costs..................................................  95
         SECTION 15.17.  Reproduction of Documents..............................  95
         SECTION 15.18.  Role of Security Pacific Leasing
                         Corporation............................................  96
         SECTION 15.19.  Deliveries to Participants.............................  96

ARTICLE XVI      ADMINISTRATIVE AGENT...........................................  97
         SECTION 16.1.   Appointment............................................  97
         SECTION 16.2.   Delegation of Duties...................................  97
         SECTION 16.3.   Exculpatory Provisions.................................  97
         SECTION 16.4.   Reliance by Administrative Agent.......................  98
         SECTION 16.5.   Notice of Default......................................  98
         SECTION 16.6.   Non-Reliance on Administrative Agent and
                         Other Lenders..........................................  99
         SECTION 16.7.   Indemnification........................................ 100
         SECTION 16.8.   Administrative Agent in Its Individual
                         Capacity............................................... 100
         SECTION 16.9.   Successor Administrative Agent......................... 100

</TABLE>

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
                                    SCHEDULES

SCHEDULE I       -  Certificate Holders' Commitments
SCHEDULE II      -  Lenders' Commitments
SCHEDULE III     -  Notice Information, Payment Offices and
                    Applicable Lending Offices
SCHEDULE 6.1(j)  -  Filings and Recordings
SCHEDULE 7.2(e)  -  Litigation
SCHEDULE 7.2(g)  -  ERISA Violations
SCHEDULE 7.2(j)  -  Material Indebtedness and Other
                    Liabilities
SCHEDULE 7.2(k)  -  Environmental Violations


                                    EXHIBITS

EXHIBIT A        -  Form of Advance Request
EXHIBIT B-1      -  Form of Officer's Certificate of Lessee
EXHIBIT B-2      -  Form of Officer's Certificate of Guarantor
EXHIBIT B-3      -  Form of Officer's Certificate of Certificate
                    Trustee
EXHIBIT C-1      -  Form of Responsible Officer's Certificate of
                    Lessee
EXHIBIT C-2      -  Form of Responsible Officer's Certificate of
                    Guarantor
EXHIBIT D-1      -  Form of Opinion of Special Counsel to
                    Certificate Trustee
EXHIBIT D-2      -  Form of Opinion of Special Counsel to Lessee
                    and Guarantor
EXHIBIT D-3      -  Form of Enforceability/Perfection Opinion of
                    Counsel to Guarantor
EXHIBIT E        -  Initial Advance Date Construction
                    Certificate
EXHIBIT F        -  Offeree Letter
EXHIBIT G        -  Architect's Professional Opinion
EXHIBIT H        -  Construction Certificate
EXHIBIT I        -  Construction Consultant's Certificate
EXHIBIT J        -  Architect's Certificate
EXHIBIT K        -  General Contractor Certificate
EXHIBIT L        -  Architect's Certificate at Completion
EXHIBIT M        -  Construction Certificate at Completion
EXHIBIT N        -  Form of Assignment Agreement

</TABLE>

                                       iv

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
EXHIBIT O        -  Form of Compliance Certificate
EXHIBIT P        -  Form of Participant Guarantee
EXHIBIT Q        -  Lessee Funding Schedule


                            APPENDICES

APPENDIX 1       -  Definitions and Interpretation
APPENDIX 2       -  Conditions Precedent to Second Document
                    Closing Date

</TABLE>

                                        v

<PAGE>

                  AMENDED AND RESTATED PARTICIPATION AGREEMENT


     THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT (this "PARTICIPATION
AGREEMENT"), dated as of June 22, 2000, is entered into by and among TELETECH
SERVICES CORPORATION, a Colorado corporation, as Lessee (together with its
permitted successors and assigns in its capacity as Lessee and Construction
Agent (together with its permitted successors and assigns, in its capacity as
either Lessee or Construction Agent, the "LESSEE"); TELETECH HOLDINGS, INC., a
Delaware corporation, as Guarantor (together with its permitted successors and
assigns in its capacity as Guarantor, "GUARANTOR"); STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity,
except as expressly stated herein, but solely as Certificate Trustee under the
Trust Agreement and as Lessor under certain other Operative Documents (together
with its successors and permitted assigns under the Trust Agreement, in its
capacity as either Certificate Trustee or Lessor, the "LESSOR"); FIRST SECURITY
BANK, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly
stated herein, but solely as Administrative Agent ("ADMINISTRATIVE AGENT"); the
financial institutions named on SCHEDULE I hereto (together with their
respective permitted successors, assigns and transferees, each a "CERTIFICATE
HOLDER" and collectively the "CERTIFICATE HOLDERS"); the financial institutions
listed on SCHEDULE II hereto as Lenders (together with their permitted
successors, assigns and transferees, each as a Lender, a "LENDER" and
collectively the "LENDERS").


                              W I T N E S S E T H:

     A.   Lessee, Lessor, Guarantor, the Initial Certificate Holder, the Initial
Lender and Administrative Agent entered into the Original Participation
Agreement and the other Original Operative Documents for the purpose of
financing the acquisition of the Land.

     B.   Subject to the terms and conditions of the Original Participation
Agreement and the other Original Operative Documents, on the First Document
Closing Date, among other things, Lessee and Lessor entered into the Lease
pursuant to which Lessor agreed to lease to Lessee, and Lessee agreed to lease
from Lessor, the Leased Property pursuant to the Lease; and Initial Certificate
Holder and Initial Lender funded the Advance occurring on March 6, 2000, to

<PAGE>

pay Land Acquisition Costs (including Fees and other Transaction Expenses)
accruing on or prior to such date (the "ORIGINAL ADVANCE");

     C.   The parties hereto desire to enter into this Participation Agreement
and the other Operative Documents for the purposes of amending and restating the
Original Participation Agreement and the other Original Operative Documents in
their entirety, including to add the New Participant, increase the Aggregate
Commitment Amount to Twenty-Six Million Six Hundred Sixty-Five Thousand Dollars
($26,665,000); provide Advances to also fund the Construction of the Financed
Improvements; extend the Commitment Period and the Expiration Date; provide for
the purchase by the New Lender of a portion of Initial Lender's loans evidenced
by the Initial Note and Loan Commitment held by the Initial Lender; and provide
for the purchase by the New Certificate Holders of a portion of the Certificate
Amounts and Certificate Commitment held by Initial Certificate Holder.

     D.   Following the Second Document Closing Date, Lessor, using amounts
Funded by the Participants, will provide Advances during the Commitment Period
to pay Construction Costs (other than Lessee Funded Tenant Improvement Costs).

     E.   Notwithstanding the effectiveness of certain covenants and terms of
the Lease during the Interim Term, Lessee will not be required to make scheduled
payments of Basic Rent under the Lease until the Base Term Commencement Date.

     F.   Subject to the terms and conditions of this Participation Agreement
and the other Operative Documents, the Certificate Holders are willing to
provide to Lessor a portion of the fundings of each Advance and the New
Certificate Holder is willing to purchase on the Second Document Closing Date a
portion of the Certificate Amounts and Certificate Commitments of Initial
Certificate Holder as provided for at SECTION 2.1.

     G.   Subject to the terms and conditions of this Participation Agreement
and the other Operative Documents, the Lenders are willing to provide loans to
Lessor for the remaining portion of the Advances and the New Lender is willing
to purchase on the Second Document Closing Date a portion of the Loans and the
Loan Commitment of Initial Lender as provided for at SECTION 2.1.

     H.   To induce the Participants to provide the funds for such Advances and
purchases and to enter into this Participation Agreement, the Trust Agreement,
each of the other Operative

                                       2
<PAGE>

Documents and the transactions contemplated hereby and thereby, Guarantor
desires to, and it is a condition to the effectiveness of the Overall
Transaction that Guarantor, enter into and deliver to Administrative Agent, for
the benefit of the Participants, the Guarantees.

     I.   To secure the repayment of the Participants' respective Certificate
Amounts and Loans, the Administrative Agent, on behalf of the Participants, will
have the benefit of a Lien on the Trust Estate, including the Leased Property,
and the other TeleTech Collateral.

     NOW, THEREFORE, in consideration of the mutual agreements contained in this
Participation Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


                                    ARTICLE I
                           DEFINITIONS; INTERPRETATION

     SECTION 1.1. DEFINITIONS; INTERPRETATION. Unless the context shall
otherwise require, capitalized terms used and not defined herein shall have the
meanings assigned thereto in APPENDIX 1 hereto for all purposes hereof; and the
rules of interpretation set forth in APPENDIX 1 hereto shall apply to this
Participation Agreement.


                                   ARTICLE II
                     DOCUMENT CLOSING DATE; ACQUISITION DATE

     SECTION 2.1. EFFECTIVENESS OF AGREEMENT. This Participation Agreement shall
be effective as of the earliest date (on or before June 30, 2000) (the "SECOND
DOCUMENT CLOSING DATE") on which all of the conditions precedent set forth in
APPENDIX 2 hereto have been satisfied or waived by the applicable parties as set
forth therein, and upon such effective date, this Participation Agreement shall
amend and completely restate and supersede the Original Participation Agreement.

          (a)  On the Second Document Closing Date, pursuant to the Certificate
Transfer Instructions and conditioned on the receipt by Initial Certificate
Holder in immediately available funds of the amount set forth in the Certificate
Transfer Instructions, Initial Certificate Holder shall transfer to the New
Certificate Holders, pro rata in accordance with their respective percentages
set forth



                                       3
<PAGE>

in the Certificate Transfer Instructions, and each of the New Certificate
Holders agrees to acquire pursuant to the Certificate Transfer Instructions its
respective percentage of the Transferred Certificate Interests, which interests
will represent Certificate Amounts funded by the New Certificate Holders as
represented by their respective Certificates to be issued to each of them by
Lessor on the Second Document Closing Date;

          (b)  On the Second Document Closing Date, pursuant to the Loan
Transfer Instructions and conditioned on the receipt by Initial Lender of
immediately available funds in the amount set forth in the Loan Transfer
Instructions, Initial Lender shall transfer to the New Lenders the Transferred
Loan Interests, which interests upon such transfer will represent Loans funded
by the New Lenders as represented by their respective Notes to be issued to each
of them by Lessor on the Second Document Closing Date.

          (c)  Subject to the conditions set forth in this Participation
Agreement and pursuant to the terms hereof, on the Second Document Closing Date,
(i) Lessee, in its capacity as Construction Agent, and Lessor shall enter into
the Construction Agency Agreement, (ii) Lessor and Lessee will enter into the
Lease pursuant to which Lessor shall lease to Lessee, and Lessee shall lease
from Lessor, the Leased Property (including both the Land and the Financed
Improvements) for the Term.

     SECTION 2.2. CONSTRUCTION COSTS. Subject to the terms and conditions of
this Participation Agreement, on each Advance Date Lessor shall make an Advance
of the proceeds of which shall be used to pay directly, or to reimburse
Construction Agent for the payment of, Construction Costs accrued prior to the
Base Term Commencement Date (including Capitalized Interest and Capitalized
Yield relating to any Interest and Yield that has accrued during the Payment
Period immediately preceding such Advance and the payment of accrued Fees and
Transaction Expenses).


                                   ARTICLE III
                               FUNDING OF ADVANCE

     SECTION 3.1. FUNDING.

          (a)  AMOUNT OF FUNDING. Subject to the terms and conditions of this
Participation Agreement and in reliance on the representations and warranties of
each of the parties hereto contained herein or made pursuant hereto, upon
receipt of an Advance Request, on each Advance Date each Certificate Holder
shall

                                       4
<PAGE>

acquire its interest in the Trust Estate and each Lender shall assist in funding
Lessor's Advance, in each case by making available to Lessor by wire transfer in
accordance with the instructions set forth in the Advance Request an amount in
immediately available funds on such Advance Date equal to such Participant's
Commitment Percentage of the aggregate amount of the requested Advance (unless
any portion of such Advance consists of amounts described in CLAUSE (iii) in the
next sentence of this SECTION 3.1(a), in which case such Participant will so
make available funds equal to such Participant's Commitment Percentage of the
portion of such Advance not consisting of Noneligible Accrued Amounts and each
Certificate Holder will so make available funds equal to such Certificate
Holder's Noneligible Accrued Amounts Commitment Percentage of the portion of the
Advance consisting of Noneligible Accrued Amounts). Notwithstanding the
foregoing, (i) the Funding by each Participant on such Advance Date shall not
exceed such Participant's Available Commitment, (ii) the Advance to be made by
Lessor to Construction Agent on such Advance Date, together with all prior
Advances (including the Original Advance), shall not exceed the Aggregate
Commitment Amount, and (iii) with respect to any Noneligible Accrued Amounts
otherwise payable on any Advance Date, the Certificate Holders shall (subject to
clauses (i) and (ii) above) Fund on a pro rata basis the portion of such Advance
equal to the aggregate amount of such Noneligible Accrued Amounts. No amounts
paid or prepaid with respect to any Certificate Amount or the Loans may be
readvanced.

          (b)  NOTES AND CERTIFICATES. Each Lender's Loan shall be evidenced by
a separate Note issued to such Lender in the amount of its Loan Commitment and
repayable in accordance with, and with Interest accruing pursuant to, the terms
of the Loan Agreement. The amounts made available by each Certificate Holder
shall be evidenced by a separate Certificate issued by Lessor to each
Certificate Holder in the amount of its Certificate Comment. Each Certificate
shall accrue Yield at the Yield Rate on the Certificate Amount thereof, payable
as more fully set forth in the Trust Agreement. Each Lender and Certificate
Holder is authorized and entitled to make notations on its respective Notes and
Certificates in accordance with the Loan Documents and the Trust Agreement, each
of which notations, to the extent permitted by law, shall constitute PRIMA FACIE
evidence of the accuracy of the information so noted, absent manifest error.
Following the transfers described at SECTION 2.1, the Initial Lender and Initial
Certificate Holder shall exchange their Original Note and Original Certificate
for a new Note and Certificate in the amount of their revised Loan Commitment
and Certificate Commitment, respectively.


                                       5
<PAGE>

          (c)  ADVANCES, REQUIREMENTS, PROCEDURES AND LIMITATIONS. Each Advance
required to be made by Lessor pursuant to the Operative Documents shall be made
by the Participants making a Funding directly to Administrative Agent. Such
Funding by the Participants to Administrative Agent with respect to an Advance
shall be deemed to constitute the required Funding from the Participants to
Lessor, and the corresponding Advance by Administrative Agent in the manner
provided for below or to any Person entitled to payments constituting
Construction Costs, including Fees, Interest, Yield or Transaction Expenses,
shall be deemed to constitute the required Advance by Lessor.

          (d)  ADVANCES; LIMITATIONS AND LIMITS. In addition to any other
provision hereof, Lessor shall not be obligated to make an Advance to
Construction Agent, and no Lender shall be obligated to Fund any Loan and no
Certificate Holder shall be required to Fund any Certificate Amount, if, after
giving effect to such Advance, the aggregate outstanding amount of the Loans and
the Certificate Amounts would exceed the aggregate amount of the Available
Commitments immediately prior to such Advance. No Advance shall be made in
connection with any costs or expenses associated with the construction of the
Tenant Improvements until Lessee has delivered to Administrative Agent evidence
satisfactory to Administrative Agent that Lessee has funded the Lessee Funding
Amount and such funds have been applied to payment of the construction costs and
expenses of the Tenant Improvements that are set forth in the Approved
Construction Budget. Pursuant to SECTION 3.2, (i) each Advance shall be used
solely, except as provided in the immediately succeeding clause (ii) of this
sentence, to reimburse Construction Agent for any Construction Costs (other than
Lessee Funded Tenant Improvement Costs) paid by Construction Agent prior to the
date of the Advance Request for such Advance for which Construction Agent has
not previously been reimbursed hereunder or to pay Construction Costs (other
than Lessee Funded Tenant Improvement Costs) which are due and payable on or
prior to the proposed Advance Date, including the Funding of Capitalized
Interest, Capitalized Yield, and to pay Fees provided for, and in the manner set
forth, in SECTION 4.4, and (ii) in the case of the final Advance and provided
that Substantial Completion has been achieved, Construction Agent may request
that such Advance be made in such amount, not exceeding the aggregate of any
then remaining unfunded Commitment Amounts to pay any retainages due the General
Contractor or any subcontractor. The Advance Date for any Advance requested by
Construction Agent pursuant to clause (ii) of the preceding sentence shall be no
later than the Commitment Period Termination Date. Lessor shall be obligated to
make such Advance for the final Construction Cost (other than Lessee Funded
Tenant



                                       6
<PAGE>

Improvement Costs), provided that the same is made in conformity with the
foregoing requirements, and the funds comprising such Advance shall be deposited
by Lessor in an account established by it at such bank as shall be directed by
Administrative Agent and shall be held in such account for the purpose of
funding future advances requested by Construction Agent for the foregoing
purposes. Administrative Agent shall have a first priority lien on the amounts
in said account until such amounts are released to fund an Advance as
contemplated herein. Each request by Construction Agent for withdrawal of funds
from such account shall include a certification by Construction Agent that such
funds will be used for the purposes permitted thereby and shall itemize the
amounts of and purposes for which such payments are to be made. Each Advance
also shall be subject to the limitations on amounts and types of Construction
Costs for which an Advance may be requested as set forth in the Construction
Budget.

          (e)  ADDITIONAL ADVANCE REQUIREMENTS AND PROCEDURES. Each Advance Date
shall be a Business Day, and there shall be no more than one Advance during any
calendar month (excluding any Advance made or deemed made solely to pay
Capitalized Fees, Capitalized Interest or Capitalized Yield). Each Advance
(excluding any Advance made or deemed made solely to pay Capitalized Fees,
Capitalized Interest or Capitalized Yield) shall be in a minimum amount equal to
$500,000, or an integral multiple of $100,000, in excess thereof, provided, that
so long as an Advance is for the full amount of the aggregate Available
Commitment and exceeds the minimum threshold of $500,000, such Advance need not
be in an integral multiple of $100,000. All remittances made by Certificate
Holders and Lenders for the Funding of any Advance shall be made in immediately
available federal funds by wire transfer to Administrative Agent, on behalf of
Lessor, at Administrative Agent's address referred to in SCHEDULE III hereto
prior to 12:00 noon (Salt Lake City time) on the Advance Date specified in the
relevant Advance Request; PROVIDED, that if the terms and conditions for such
Advance set forth herein have not been satisfied by 11:00 AM (Salt Lake City
time) on the Advance Date specified in such Advance Request, no Participant
shall be obligated to maintain the availability of its funds for such Advance
unless such Participant has received a satisfactory indemnity for the overnight
investment of such funds. Promptly upon Administrative Agent's receipt of such
funds from the Participants, subject to the conditions provided for herein
(including SECTION 3.2), Administrative Agent shall wire such funds to
Construction Agent (including for this purpose any escrow account designated by
Construction Agent) for deposit on the applicable Advance Date to such account
as Construction Agent shall



                                       7
<PAGE>

have indicated in the Advance Request or, if applicable, in the case of the
final Advance, to Lessor for deposit in the account provided for in SECTION
3.1(d). The Funding by each Certificate Holder and each Lender to Administrative
Agent of its respective portion of an Advance shall constitute authorization and
direction by such party to Administrative Agent to make an Advance pursuant to
this ARTICLE III.

          (f)  TERMINATION OF COMMITMENTS. Notwithstanding anything in this
Participation Agreement to the contrary, the Commitments shall terminate and
Lessor shall not be obligated to make any Advance, and no Participant shall be
obligated to make any Fundings, and no Advance Date may occur upon the
occurrence of the earlier of (i) 12:00 noon Salt Lake City time on the last day
of the Commitment Period or (ii) a termination of the Lenders' Commitment
pursuant to SECTION 2.1 of the Loan Agreement.

     SECTION 3.2. APPOINTMENT OF CONSTRUCTION AGENT; PAYMENT OF CONSTRUCTION
COSTS AND FEES; APPLICATION OF FUNDS. Effective on the Second Document Closing
Date, Lessee is hereby appointed as Construction Agent to serve as Lessor's
agent to construct the Financed Improvements on the terms and conditions set
forth herein and in the Construction Agency Agreement. Construction Agent shall
timely request Advances for the purposes herein provided and fund the Lessee
Funding Amount when required pursuant to SECTION 8.1. On the initial Advance
Date and on each subsequent Advance Date, upon the satisfaction or waiver of the
terms and conditions of this Participation Agreement, Lessor shall make an
Advance from funds made available by the Participants pursuant to SECTION 3.1(c)
in the amount specified in the applicable Advance Request either, (i) to the
extent Construction Costs have not been previously paid and are then due and
payable, to the Person(s) entitled to the payment thereof, (ii) to Construction
Agent to reimburse Construction Agent for Construction Costs (other than Lessee
Funded Tenant Improvement Costs) incurred and paid by or, to the extent provided
in SECTION 3.1(d) in the case of the final Advance, to be paid, by Construction
Agent on behalf of Lessor and for which Construction Agent has not been
previously reimbursed, PROVIDED, HOWEVER, that all Fundings for Capitalized
Interest, Capitalized Yield, Capitalized Fees or other Supplemental Rent (if
any) payable to any Participant will be Funded directly to the Participant to
which such amount is due.

     SECTION 3.3. ADVANCE DATES.

          (a)  NOTICE AND CLOSING. At least three (3) Business Days prior to
each Advance Date, Lessee shall deliver to

                                       8
<PAGE>

Administrative Agent an irrevocable written notice substantially in the form of
EXHIBIT A (an "ADVANCE REQUEST") (and Administrative Agent shall promptly
forward a copy of such Advance Request to each Participant and Lessor) setting
forth:

               (i)  the proposed Advance Date and with respect to the Initial
     Advance, the Estimated Completion Date;

               (ii) a statement of the amount of the requested Advance
     (including a statement of the amount thereof, if any, that will be used to
     Fund Capitalized Interest, Capitalized Yield, and Capitalized Fees and to
     pay Transaction Expenses);

               (iii) a description of all Construction Costs, by type and
     amount, to which such Advance applies, indicating which portion of such
     Construction Costs has been paid by Construction Agent or, in the case of
     the final Advance, is to be paid by Construction Agent for the purposes
     specified in clause (ii) of the second sentence of SECTION 3.1(d) and for
     which Construction Agent has not been reimbursed hereunder, and which
     portion of such Construction Costs is then due and unpaid, and Persons that
     have been so paid or that are so entitled to payment (including a
     description of all Soft Costs and Transaction Expenses);

               (iv) a certification by Construction Agent that: (I) such Advance
     complies with the limitations and conditions set forth in SECTION 3.1 and
     all conditions to such Advance set forth in ARTICLE VI have been fully
     satisfied,(II) the aggregate amount to be Funded by the Participants on
     such Advance Date, together with the Advances made on all prior Advance
     Dates (including the Original Advance), does not exceed the lesser of: (1)
     the Aggregate Commitment Amount or (2) 114% of the aggregate Fair Market
     Value of the "as-built" Fair Market Value of the Financed Improvements and
     the Land, as of the Completion Date as set forth in the Appraisal, (III)
     the aggregate amount to be funded by the Participants on such Advance Date,
     together with all Advances made on all prior Advance Dates, and each
     specific Construction Cost requested on such Advance Date does not exceed
     the aggregate amounts set forth in the Approved Construction Budget or,
     with respect to any specific Construction Cost, does not exceed the
     applicable budget item for such costs (plus any reserve specifically for
     such item) set forth in the Approved Construction Budget taking into
     consideration the allocation of any Savings and the remaining Contingency
     Reserve available in respect of such costs (each such allocation so applied



                                       9
<PAGE>

     reducing thereafter the then remaining Contingency Reserve); (IV) all
     conditions to Construction Agent's right to request an Advance for
     Construction Costs pursuant to the Construction Agency Agreement have been
     fully satisfied to the extent not waived in accordance with the Operative
     Documents, and (V) all conditions set forth in the Construction Agency
     Agreement to the disbursement of all prior Advances to Construction Agent
     in respect of Construction Costs have been fully satisfied to the extent
     not waived in accordance with the Operative Documents; and

               (v)  wire transfer instructions for the disbursement of the
     appropriate amount of funds to Construction Agent or to such other Persons
     as may be entitled to such Advance.

     Any such Advance Request shall also be accompanied by the certifications
     required under the Construction Agency Agreement.

     All documents and instruments required to be delivered on the Second
     Document Closing Date and the Initial Advance Date pursuant to this
     Participation Agreement shall be delivered at the offices of Mayer, Brown &
     Platt, 350 South Grand Avenue, 25th Floor, Los Angeles, California 90071,
     or at such other location as Administrative Agent and Lessee may agree. All
     documents and instruments required to be delivered on any subsequent
     Advance Date pursuant to this Participation Agreement shall be delivered to
     Administrative Agent, or at such other location as the Required
     Participants, Administrative Agent, Lessor and Lessee may agree. On the
     scheduled Advance Date, and subject to the satisfaction or waiver of the
     conditions set forth in ARTICLE VI, Participants shall Fund the Advance by
     wire transfer directly to Administrative Agent. Notwithstanding the
     foregoing, in the event that Lessor elects to terminate the Construction
     Agency Agreement and to cause the completion of the Financed Improvements
     to be constructed pursuant to SECTION 5.3(c) of the Construction Agency
     Agreement, then Lessor may submit Advance Requests, the aggregate amount
     available to be Funded by the Participants shall equal the aggregate amount
     of the Available Commitments (without regard to the limitations in SECTION
     3.3(a)(iv), but in all cases subject to the limitations and limits set
     forth in SECTION 3.1(d)), and such amounts shall be disbursed directly to
     Lessor for the payment of Construction Costs.


                                       10
<PAGE>

     (b)  COMMITMENT. Subject to compliance by Construction Agent with the terms
of this Participation Agreement and the satisfaction or waiver of the conditions
set forth in this ARTICLE III and in ARTICLE VI, the Participants shall disburse
the respective amounts of their Commitments in accordance with the requirements
of this Participation Agreement.

     SECTION 3.4. CAPITALIZATION OF CERTAIN AMOUNTS DURING INTERIM TERM.

          (a)  During the Interim Term, on each date which is three (3) Business
Days prior to any Payment Date, Construction Agent shall be deemed to have
requested an Advance in an amount equal to the applicable Capitalized Interest,
Capitalized Yield and Capitalized Fees accrued on or with respect to the Loans
and Certificate Amounts, with an Interest Period ending on such Payment Date.
The Advance Date with respect to each such Advance for such Capitalized
Interest, Capitalized Yield and Capitalized Fees shall be the relevant Payment
Date (subject to the terms and conditions for an Advance set forth in this
Participation Agreement) and the proceeds of such Advance shall be applied to
pay such Capitalized Interest, Capitalized Yield and Capitalized Fees. On each
such Advance Date as to which such an Advance is being made, the Construction
Costs shall be increased by an amount equal to the Capitalized Interest, the
Capitalized Yield and the Capitalized Fees so Funded; PROVIDED, HOWEVER, that if
an Advance hereunder would exceed the limitations and limits set forth in the
first paragraph of SECTION 3.1(d), no Participant shall have any obligation to
make any such Advance.

          (b)  If any Participant shall request Lessor to capitalize the amount
of any Claims relating to a Nonrelated Construction Event or any loss or
liability resulting from a Casualty or Condemnation occurring during the Interim
Term, any such amount shall be capitalized by automatically treating such amount
as an Advance (funded by such Participant) and shall correspondingly increase
the Participant Balance of such Participant. Administrative Agent shall notify
Lessee and each Participant of each amount so capitalized and treated as an
Advance (and the related increase in Participant Balances therein) under this
SECTION 3.4 within fifteen (15) days after each such Advance.

     SECTION 3.5. NON-FUNDING LENDER'S PORTION.

          (a)  In the event that any Lender (a "DEFAULTING LENDER") fails to
make available to Administrative Agent on the applicable Advance Date an amount
equal to such Lender's Commitment Percentage

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<PAGE>

of the amount of the Advance required by the terms hereof to be funded on such
Advance Date (a "DEFAULTED AMOUNT"), or Administrative Agent determines that a
Lender will become a Defaulting Lender on the applicable Advance Date,
Administrative Agent shall promptly notify Lessee thereof and Lessee shall have
the following options: (x) except in respect of any Advance pursuant to SECTION
3.4 and without in any way waiving the occurrence of any Payment Default, Lessee
may elect to postpone the Funding of the entire Advance (PROVIDED, HOWEVER, that
such postponement shall in no event relieve Lessee of its obligation to pay as
Contingent Rent any Break Costs suffered or incurred by any Participant as
required by and pursuant to ARTICLE XIII), (y) Lessee may elect to have the
provisions of CLAUSE (b) of this SECTION 3.5 be applicable. In either case,
Lessor or Administrative Agent may elect to have the Defaulting Lender replaced
with a new Lender acceptable to Lessee and Administrative Agent and the
Defaulting Lender shall cooperate (at no cost to Lessee) in replacing such
Defaulting Lender. Any replacement of a Defaulting Lender shall not affect any
claim, action or right Lessee may have against such Defaulting Lender.

          (b)  At the Lessee's option, the Administrative Agent shall (i)
promptly notify each other Lender (each, a "NON-DEFAULTING LENDER") with a copy
to the Defaulting Lender, (ii) specify the then Available Commitment (as used in
this SECTION 3.5(b), the "DEFAULTED LENDER COMMITMENT AMOUNT") of the Defaulting
Lender and (iii) give to all Non-Defaulting Lenders the opportunity to increase
their respective Commitments by notice in writing to Administrative Agent within
five (5) Business Days of Administrative Agent's notice in CLAUSE (i) above. If
the Non-Defaulting Lenders offer to increase their Commitments in an amount in
the aggregate greater than the Defaulted Lender Commitment Amount,
Administrative Agent shall increase the Commitments of the participating
Non-Defaulting Lenders on a pro-rata basis in accordance with the respective
amounts by which such Non-Defaulting Lenders have offered to participate, it
being understood that in no event shall the aggregate amount funded by any
Lender exceed the amount of such Lender's Commitment, after giving effect to any
increase in such Commitment pursuant to this sentence. The Administrator shall
provide the Administrative Agent with such information as is necessary for the
Administrative Agent to give such notification.

          As soon as practical after receipt of notices from Non-Defaulting
Lenders electing to participate in the Defaulted Lender Commitment Amount in an
amount equal to or greater than the Defaulted Lender Commitment Amount,
Administrative Agent shall

                                       12
<PAGE>

notify each participating Lender of its revised Loan Commitment, Lessee may
resubmit such Advance Request and each Lender shall transfer to Administrative
Agent, in immediately available funds, its pro rata share of the requested
Advance, determined in proportion to the revised Loan Commitments of the
Lenders. Following a revision of the Loan Commitments as described above, a
Defaulting Lender shall not have the right to Fund its Defaulted Lender
Commitment Amount. Notwithstanding anything set forth herein or in any other
Operative Document to the contrary, the right of the Defaulting Lender to
receive any payments made under the Notes or otherwise in accordance with the
Operative Documents shall be subordinate in all respects to the right of the
Non-Defaulting Lenders to receive payments of amounts due under the Notes or
otherwise in accordance with the Operative Documents, and no such payments shall
be made to the Defaulting Lender until each Non-Defaulting Lender and
Non-Defaulting Certificate Holder shall have received all such sums then due to
it.

     Unless either (i) Non-Defaulting Lenders offer to increase their Loan
Commitments in an amount equal to or greater than the Defaulted Lender
Commitment Amount or (ii) the Defaulting Lender is replaced pursuant to SECTION
3.5(a) such that the aggregate Available Commitments of the Non-Defaulting
Lenders are equal to the remaining unfunded Loan Commitment, no Non-Defaulting
Lender shall be obligated to fund any Advances.

     SECTION 3.6. NON-FUNDING CERTIFICATE HOLDER'S PORTION.

          (a)  In the event that any Certificate Holder (a "DEFAULTING
CERTIFICATE HOLDER") fails to Fund to the Administrative Agent on the applicable
Advance Date an amount equal to such Certificate Holder's Commitment Percentage
of the amount of the Advance required by the terms hereof to be funded on such
Advance Date, or the Administrative Agent determines that a Certificate Holder
will become a Defaulting Certificate Holder on the applicable Advance Date, the
Administrative Agent shall promptly notify the Lessee thereof and the Lessee
shall have either or both of the following options: (x) the Lessee may elect to
postpone the funding of the entire Advance (PROVIDED, HOWEVER, that such
postponement shall in no event relieve Lessee of its obligation to pay as
Contingent Rent any Break Costs suffered or incurred by any Participant), (y)
the Lessee may elect to have the provisions of CLAUSE (b) of this SECTION 3.6 be
applicable. The Lessee or the Administrative Agent may elect to have the
Defaulting Certificate Holder replaced with a new Certificate Holder acceptable
to the Lessee, and the Administrative Agent and the Defaulting Certificate
Holder shall cooperate (at no cost to the



                                       13
<PAGE>

Lessee) in replacing such Defaulting Certificate Holder. Any replacement of a
Defaulting Certificate Holder shall not affect any claim, action or right Lessee
may have against such Defaulting Certificate Holder.

          (b)  At the Lessee's option, the Administrative Agent shall (i)
promptly notify each other Certificate Holder (each, a "NON-DEFAULTING
CERTIFICATE HOLDER") with a copy to the Defaulting Certificate Holder, (ii)
specify the then Available Commitment (as used in this SECTION 3.6(b), the
"DEFAULTED CERTIFICATE HOLDER COMMITMENT AMOUNT") of the Defaulting Certificate
Holder and (iii) give to all Non-Defaulting Certificate Holders the opportunity
to increase their respective Commitments by notice in writing to Administrative
Agent within five (5) Business Days of Administrative Agent's notice in CLAUSE
(i) above. If the Non-Defaulting Certificate Holders offer to increase their
Commitments in the aggregate in an amount greater than the Defaulted Certificate
Holder Commitment Amount, Administrative Agent shall increase the Commitments of
the participating Non-Defaulting Certificate Holders on a pro-rata basis in
accordance with the respective amounts by which such Non-Defaulting Certificate
Holders have offered to participate, it being understood that in no event shall
the aggregate amount funded by any Certificate Holder exceed the amount of such
Certificate Holder's Commitment, after giving effect to any increase in such
Commitment pursuant to this sentence.

     As soon as practical after receipt of notices from Non-Defaulting
Certificate Holders electing to participate in the Defaulted Certificate Holder
Commitment Amount in an amount equal to or greater than the Defaulted
Certificate Holder Commitment Amount, Administrative Agent shall notify each
participating Certificate Holder of its revised Certificate Commitment, Lessee
may resubmit such Advance Request, and each Certificate Holder shall transfer to
Administrative Agent, in immediately available funds, its pro rata share of the
requested Advance, determined in proportion to the revised Certificate
Commitments of the Certificate Holders. Following a revision of the Certificate
Commitments as described above, a Defaulting Certificate Holder shall not have
the right to fund its Defaulted Certificate Holder Commitment Amount.
Notwithstanding anything set forth herein or in any other Operative Document to
the contrary, the right of the Defaulting Certificate Holder to receive any
payments made under its Certificate(s) or otherwise in accordance with the
Operative Documents shall be subordinate in all respects to the right of the
Non-Defaulting Certificate Holders and Non-Defaulting Lenders to receive
payments of amounts due under the Notes and the



                                       14
<PAGE>

Certificates or otherwise in accordance with the Operative Documents, and no
such payments shall be made to the Defaulting Certificate Holder until each
Non-Defaulting Certificate Holder and Non-Defaulting Lender shall have received
all such sums then due to it.

     Unless either (i) Non-Defaulting Certificate Holders offer to increase
their Certificate Commitments in an amount equal to or greater than the
Defaulted Certificate Holder Commitment Amount or (ii) the Defaulting
Certificate Holder is replaced pursuant to SECTION 3.6(a) such that the
aggregate Available Commitments of the Non-Defaulting Certificate Holders are
equal to the remaining unfunded Certificate Commitment, no Non-Defaulting
Certificate Holder shall be obligated to fund any Advances.

     SECTION 3.7. ADDITIONAL RIGHTS OF LESSEE. In the case Lessee receives
notice from Administrative Agent of any Defaulted Amounts under either SECTION
3.5 or SECTION 3.6, or both, the Lessee shall have the rights set forth under
ARTICLE X.


                                   ARTICLE IV
                   YIELD; INTEREST; COMMITMENT REDUCTION; FEES

     SECTION 4.1. YIELD. The amount of the Certificate Amounts outstanding from
time to time shall accrue Yield at the Yield Rate, calculated using the actual
number of days elapsed and, when the Yield Rate is based on the LIBO Rate, a
360-day year basis and, otherwise, a 365- (or, if applicable, 366-) day year
basis. If all or any portion of the Certificate Amounts, any Yield payable
thereon or any other amount payable hereunder shall not be paid when due
(whether at stated maturity, acceleration thereof or otherwise), such overdue
amount shall bear interest at a rate per annum which is equal to the Overdue
Rate.

     SECTION 4.2. INTEREST ON LOANS. Each Loan shall accrue Interest computed
and payable in accordance with the terms of the Loan Agreement.

     SECTION 4.3. PAYMENTS AND PREPAYMENTS OF LOANS AND CERTIFICATE AMOUNTS AND
OTHER AMOUNTS.

          (a)  Lessor hereby directs Lessee to pay to Administrative Agent all
Rent that is due from time to time (other than Excepted Payments and other
Supplemental Rent payable to third parties, which Lessor hereby directs Lessee
to make directly to the applicable Person entitled thereto). Except as provided
in the

                                       15
<PAGE>

following sentence and excluding amounts payable by other Persons which Lessee
or Construction Agent is required to pay over to Lessor, Administrative Agent or
any Participant, none of the Fees provided to be paid herein, including those
payable pursuant to SECTION 4.4, and no Supplemental Rent due prior to the Base
Term Commencement Date pursuant to any provision of this Agreement or any other
Operative Document shall be recourse obligations of Lessee, and the same shall
be payable by Lessor solely from Advances made, at the request of Lessee in its
capacity as Construction Agent, to pay such amounts pursuant to the terms and
conditions of SECTION 3.1, to the extent of the Available Commitments. All
Payments or other amounts (i) of accrued but unpaid Rent due under the Original
Lease for the period commencing on and including the First Document Closing Date
("ORIGINAL PERIOD RENTS"), through but excluding the Second Closing Date which
shall be due and payable by Lessee on the first Scheduled Payment Date following
the Second Document Closing Date, (ii) required to be made by Lessee prior to
the Base Term Commencement Date pursuant to ARTICLE XII or XIII, (iii)
Construction Costs constituting Lessee Funding Amounts and (iv) subject to the
limitation set forth in SECTIONS 14.1(e), 15.1(c) and 16.7 of the Lease and
SECTION 5.4 of the Construction Agency Agreement (to the extent applicable),
payable by Lessee pursuant to any of ARTICLES XIV, XV, XVI or XVIII of the Lease
or by Construction Agent pursuant to ARTICLE V of the Construction Agency
Agreement, shall be the direct recourse obligations of Lessee and shall not be
payable with Advances.

          (b)  In the event that Lessee pays the Lease Balance in connection
with Lessee's purchase of the Leased Property in accordance with SECTION 15.1,
16.2(e), 18.1, 18.2 or ARTICLE XIX of the Lease, Lessor will prepay the entire
outstanding principal amount of the Loans and all of the Certificate Amounts.
Each of the Participants hereby acknowledges that its Loans or Certificate
Amounts, as the case may be, may be so prepaid without any prepayment premium
(other than Break Costs, if any).

     SECTION 4.4. FEES. Lessee agrees to pay when due the following described
fees (collectively, the "FEES"); PROVIDED, that during the Interim Term, the
Fees shall, as provided in SECTION 4.3(a), be paid with Advances pursuant to the
terms and conditions set forth in SECTION 3.1.

          (a)  DRAWING FEE. Lessee shall pay on each Advance Date the Drawing
Fee to the Administrative Agent for the benefit of the Participants.

                                       16
<PAGE>

          (b)  OTHER FEES. Lessee also agrees to pay (i) to the Bank, for its
own account, the fees set forth in the Trustee Fee Letter, payable in the
amounts and on the dates set forth therein, (ii) to Administrative Agent, for
its own account, the fees set forth in the Agent Fee Letter, payable in the
amounts and on the dates set forth therein including the Arrangement Fee which
shall be payable on the initial Advance Date following the Second Closing Date
and (iii) to the Arranger, the Arrangement Fee on the Advance Date.

     SECTION 4.5. OBLIGATIONS SEVERAL. The obligations of the Participants
hereunder or elsewhere in the Operative Documents shall be several and not
joint; and no Participant shall be liable or responsible for the acts or
defaults of any other party hereunder or under any other Operative Document.

     SECTION 4.6. HIGHEST LAWFUL RATE. It is the intention of the parties hereto
to conform strictly to Applicable Laws regarding usury and, anything herein to
the contrary notwithstanding, the obligations of (x) Lessee to Lessor under this
Participation Agreement and the Lease, (y) Lessor to the Certificate Holders
under the Trust Agreement and the Certificates and to the Lenders under the Loan
Agreement and the Notes, and (z) of either Lessee or Lessor or any other party
under any other Operative Document, shall be subject to the limitation that
payments of interest or of other amounts constituting interest under Applicable
Laws shall not be required to the extent that receipt thereof would be in excess
of the Highest Lawful Rate (as defined below), or otherwise contrary to
provisions of law applicable to the recipient limiting rates of interest which
may be charged or collected by the recipient. Accordingly, if the transactions
or the amount paid or otherwise agreed to be paid for the use, forbearance or
detention of money under this Participation Agreement, the Lease, the Trust
Agreement, the Certificates, the Loan Agreement, the Notes or any other
Operative Document would exceed the Highest Lawful Rate or otherwise be usurious
under Applicable Laws (including the federal and state laws of the United
States, or of any other jurisdiction whose laws may be mandatorily applicable)
with respect to the recipient of any such amount, then, in that event,
notwithstanding anything to the contrary in this Participation Agreement, the
Lease, the Trust Agreement, the Certificates, the Loan Agreement, the Notes or
any other Operative Document, it is agreed as follows as to the recipient of any
such amount:

          (a)  the provisions of this SECTION 4.6 shall govern and control over
any other provision in this Participation Agreement, the Lease, the Trust
Agreement, the Certificates, the Loan



                                       17
<PAGE>

Agreement, the Notes and any other Operative Document and each provision set
forth therein is hereby so limited;

          (b)  the aggregate of all consideration which constitutes interest
under Applicable Laws that is contracted for, charged or received under this
Participation Agreement, the Lease, the Trust Agreement, the Certificates, the
Loan Agreement, the Notes or any other Operative Document shall under no
circumstances exceed the maximum amount of interest allowed by Applicable Laws
(such maximum lawful interest rate, if any, with respect to such recipient
herein called the "HIGHEST LAWFUL RATE"), and all amounts owed under this
Participation Agreement, the Lease, the Trust Agreement, the Certificates, the
Loan Agreement, the Notes and any other Operative Document shall be held subject
to reduction and (i) the amount of interest which would otherwise be payable to
the recipient hereunder and under the Lease, the Trust Agreement, the
Certificates, the Loan Agreement, the Notes and any other Operative Document,
shall be automatically reduced to the amount allowed under Applicable Laws and
(ii) any unearned interest paid in excess of the Highest Lawful Rate shall be
credited to the payor by the recipient (or, if such consideration shall have
been paid in full, refunded to the payor);

          (c)  all sums paid, or agreed to be paid for the use, forbearance and
detention of the money under this Participation Agreement, the Lease, the Trust
Agreement, the Certificates, the Loan Agreement, the Notes or any other
Operative Document shall, to the extent permitted by Applicable Laws be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the actual rate of interest is
uniform throughout the full term thereof;

          (d)  if at any time the interest, together with any other fees, late
charges and other sums payable pursuant to or in connection with this
Participation Agreement, the Lease, the Trust Agreement, the Certificates, the
Loan Agreement, the Notes and any other Operative Document executed in
connection herewith or therewith, and deemed interest under Applicable Laws
exceeds that amount which would have accrued at the Highest Lawful Rate, the
amount of interest and any such fees, charges and sums to accrue to the
recipient of such interest, fees, charges and sums pursuant to the Operative
Documents shall be limited, notwithstanding anything to the contrary in the
Operative Documents to that amount which would have accrued at the Highest
Lawful Rate for the recipient, but any subsequent reductions, as applicable,
shall not reduce the interest to accrue pursuant to the Operative Documents
below the recipient's Highest Lawful Rate until the total amount of interest



                                       18
<PAGE>

payable to the recipient (including all consideration which constitutes
interest) equals the amount of interest which would have been payable to the
recipient (including all consideration which constitutes interest), PLUS the
amount of fees which would have been received but for the effect of this SECTION
4.6.


                                    ARTICLE V
                        CERTAIN INTENTIONS OF THE PARTIES

     SECTION 5.1. NATURE OF TRANSACTION. It is the intention of the parties
that:

          (a)  the Overall Transaction constitutes an operating lease from
Lessor to Lessee for purposes of Lessee's and Guarantor's financial reporting,
including, without limitation, under Financial Accounting Standards Board
Statement No. 13;

          (b)  for federal and all state and local income and transfer taxes,
bankruptcy, insolvency, conservatorship and receivership law (including the
substantive law upon which bankruptcy, conservatorship and insolvency and
receivership proceedings are based), and real estate and Uniform Commercial Code
purposes:

               (i)  the Overall Transaction (including the transactions and
     activities during the Interim Term referred to or contemplated by the
     Construction Agency Agreement) constitutes a financing by the Participants
     to Lessee and preserves beneficial ownership in the Leased Property in
     Lessee, Lessee will be entitled to all tax benefits ordinarily available to
     owners of property similar to the Leased Property for tax purposes
     (including, without limitation, depreciation), and the obligations of
     Lessee to pay Basic Rent shall be treated as payments of interest to the
     Participants, and the payment by Lessee of any other amounts in respect of
     the Lease Balance shall be treated as payments of principal to the
     Participants;

               (ii) the Lease grants a security interest or Lien, as the case
     may be, in the Leased Property and the other TeleTech Collateral in favor
     of Lessor, and for the benefit of the Participants, to secure Lessee's
     payment and performance of the Obligations; and

               (iii) the Deed of Trust creates Liens and security interests in
     the Mortgaged Property in favor of Administrative



                                       19
<PAGE>

     Agent for the benefit of all of the Participants to secure Lessee's payment
     and performance of the Obligations.

Nevertheless, Lessee and Guarantor acknowledge and agree that none of Lessor,
Administrative Agent, Arranger or any Participant has made any representations
or warranties concerning the tax, accounting or legal characteristics of the
Operative Documents or any aspect of the Overall Transaction and that Lessee and
Guarantor have obtained and relied upon such tax, accounting and legal advice
concerning the Operative Documents and the Overall Transaction as each of them
deems appropriate; provided, however, none of the Lessor, Administrative Agent,
Arranger or any Participant shall treat the Overall Transaction for federal or
state tax purposes other than as a financing preserving beneficial ownership in
the Leased Property in the Lessee in the manner described in this SECTION
5.1(b).

     (c)  Specifically, without limiting the generality of CLAUSE (b), the
parties hereto intend and agree that in the event of any insolvency,
conservatorship or receivership proceedings or matters or a petition under the
United States bankruptcy laws, as amended from time to time, or any other
applicable insolvency, conservatorship or receivership laws or statute of the
United States of America or any State or Commonwealth thereof affecting Lessee,
Guarantor, Lessor, the Certificate Holders or the Lenders or any collection
actions, the transactions evidenced by the Operative Documents (including the
Lease) constitute loans made directly to Lessee by the Participants, in each
case as unrelated third party lenders, and that Lessor holds title to the Leased
Property for the benefit of the Participants to secure Lessee's obligations to
repay such loans to the Participants and all other amounts due under any of the
Operative Documents.

     SECTION 5.2. AMOUNTS DUE UNDER LEASE. Anything else herein or elsewhere in
the Operative Documents to the contrary notwithstanding, it is the intention of
Lessee, Guarantor, Lessor, the Certificate Holders and the Lenders that: (i) the
amount and timing of installments of Basic Rent due and payable from time to
time from Lessee under the Lease shall be equal to the aggregate payments due
and payable as Interest on the Loans and Yield on the Certificate Amounts on
each Payment Date; (ii) if Lessee elects the Early Termination Option (other
than any partial purchases pursuant to Section 18.1(b) of the Lease), the
Purchase Option or becomes obligated or otherwise elects to purchase the Leased
Property under the Lease, then the Loans, the Certificate Amounts, all Interest,
Yield and Fees and all other obligations of Lessee owing to Lessor and the
Participants shall be paid in full by Lessee; (iii) if



                                       20
<PAGE>

Lessee properly elects the Sale Option with respect to the Leased Property, and
subject to ARTICLES XX and XXI of the Lease, Lessee shall only be required to
pay to Administrative Agent the proceeds of the sale of the Leased Property, the
Sale Option Recourse Amount with respect to the Leased Property and any amounts
due pursuant to SECTION 20.2 of the Lease (which aggregate amounts may be less
than the Lease Balance), together with all other amounts due and payable by
Lessee; and (iv) upon an Event of Default resulting in an acceleration of
Lessee's obligation to purchase the Leased Property under the Lease at any time,
the amounts then due and payable by Lessee under the Lease shall include all
amounts necessary to pay in full the Lease Balance, PLUS, to the extent not
included in the Lease Balance, all other amounts then due from Lessee to the
Participants under the Operative Documents.

     SECTION 5.3. DISTRIBUTION.

          (a)  Each payment of Basic Rent (and any payment of interest on
overdue installments of Basic Rent) received by Administrative Agent shall be
distributed by Administrative Agent to the Participants, PRO RATA in accordance
with, and for application to, the amount of Interest and Yield then due on the
Loans and the Certificate Amounts, as well as any overdue interest due to each
Lender or Certificate Holder (to the extent permitted by Applicable Laws);
provided, however that Original Period Rent paid on the first Scheduled Payment
Date following the Second Document Closing Date shall be paid in full to the
Initial Lender and the Initial Certificate Holder in accordance with the
respective Commitment Percentages under the Original Participation Agreement.

          (b)  Any payment received by Administrative Agent as a result of:

               (i)  the purchase of all of the Leased Property in connection
     with Lessee's exercise of its Early Termination Option or the Purchase
     Option under SECTION 18.1(a) or 19.1 of the Lease,

               (ii) Lessee's compliance with its obligation to purchase (or
     cause its designee to purchase) the Leased Property in accordance with the
     Lease,

               (iii) the payment of the Lease Balance in accordance with SECTION
     15.1 of the Lease, or


                                       21
<PAGE>

               (iv) Lessee failing to fulfill one or more of the conditions to
     the exercise of the Sale Option and Administrative Agent's receipt of the
     Lease Balance from Lessee pursuant to SECTION 20.1 of the Lease,

shall be distributed by Administrative Agent to pay in full the Participant
Balance of each Participant, and any payment received by Administrative Agent as
a result of the partial purchase under SECTION 18.1(b) shall be distributed pro
rata among the Participants.

     (c)  The payment by Lessee of the Sale Option Recourse Amount to
Administrative Agent in accordance with SECTION 20.1 of the Lease upon Lessee's
exercise of the Sale Option shall be distributed by Administrative Agent in the
following amounts and order of priority:

          FIRST, on a pro rata basis based on their respective shares of the
     Loan Balance, to the Lenders for application to pay in full the Loan
     Balance owing to them; and

          SECOND, on a pro rata basis based on their respective shares of the
     Certificate Balance, to the Certificate Holders to pay in full the
     Certificate Balance.

     (d)  Any payments received by Administrative Agent as Gross Proceeds from
the sale of the Leased Property pursuant to Lessee's exercise of the Sale Option
pursuant to ARTICLE XX of the Lease, together with any payment made by Lessee as
a result of an appraisal pursuant to SECTION 12.3, shall be distributed by
Administrative Agent upon receipt thereof in the following order of priority:

          FIRST, on a pro rata basis based on their respective shares of the
     Loan Balance, to the Lenders for application to pay in full the Loan
     Balance;

          SECOND, on a pro rata basis based on their respective shares of the
     Certificate Balance, to the Certificate Holders for application to pay in
     full the Certificate Balance; and

          THIRD, the balance, if any, shall be promptly distributed to, or as
     directed by, Lessee.

     (e)  All payments of Supplemental Rent received by Administrative Agent
(excluding any amounts payable pursuant to the preceding provisions of this
SECTION 5.3) shall be distributed

                                       22
<PAGE>

promptly by Administrative Agent upon receipt thereof to the Persons entitled
thereto pursuant to the Operative Documents.

     (f)  Notwithstanding any other provision of this SECTION 5.3, any Excepted
Payment received at any time by Administrative Agent shall be distributed
promptly to the Person entitled to receive such Excepted Payment pursuant to the
Operative Documents.

     (g)(i) All payments received and amounts realized by Administrative Agent
as a result of an Event of Default (including any amounts received by
Administrative Agent in connection with (x) any sale of all or any part of the
Leased Property as a result of an Event of Default or a return of the Leased
Property pursuant to SECTION 15.1(c)(z) or of the Lease or (y) any Casualty or
Condemnation after the occurrence and during the continuance of an Event of
Default (if not paid to Lessee for restoration) shall be distributed by
Administrative Agent in the following order of priority:

          FIRST, so much of such payments or amounts as shall be required to pay
     the then existing or prior Participants the amounts payable to them
     pursuant to any expense reimbursement or indemnification provisions of the
     Operative Documents shall be distributed to each such Participant without
     priority of one over the other in accordance with the amount of such
     payment or payments payable to each such Person;

          SECOND, on a pro rata basis based on their respective shares of the
     Loan Balance, to the Lenders for application to pay the Loan Balance in
     full;

          THIRD, on a pro rata basis based on their respective shares of the
     Certificate Balance, to the Certificate Holders for application to pay the
     Certificate Balance in full; and

          FOURTH, the balance, if any, of such payment or amounts remaining
     thereafter shall be promptly distributed to, or as directed by, Lessee.

          (ii) During the occurrence and continuance of an Event of Default, all
     amounts (other than Excepted Payments) received or realized by
     Administrative Agent and otherwise distributable pursuant to SECTIONS
     5.3(a) and 5.3(b) shall be distributed as provided for in CLAUSE (g)(i)
     above.


                                       23
<PAGE>

     (h)(i) Subject to SECTIONS 5.3(h)(ii) and 5.3(h)(iii), any payment received
by Administrative Agent for which no provision as to the application thereof is
made in the Operative Documents or elsewhere in this SECTION 5.3 shall be
distributed PRO RATA among the Lenders and the Certificate Holders for
application to pay the Loan Balance and the Certificate Balance as applicable,
without priority of one over the other, in the proportion that the Participant
Balance of each bears to the Lease Balance.

          (ii) Except as otherwise provided in SECTIONS 5.3(a), 5.3(b) and
     5.3(g)(i), all payments received and amounts realized by Administrative
     Agent under the Lease or otherwise with respect to the Leased Property, or
     any proceeds thereof, to the extent received or realized at any time after
     an indefeasible payment in full of the Participant Balances of all of the
     Participants and all other amounts due and owing to the Participants, shall
     be distributed forthwith by Administrative Agent to, or as directed by,
     Lessee.

          (iii) Any payment received by Administrative Agent for which provision
     as to the application thereof is made in an Operative Document, but not
     elsewhere in this SECTION 5.3, shall be distributed forthwith by
     Administrative Agent to the Person and for the purpose for which such
     payment was made in accordance with the terms of such Operative Document.

     (i)  Any amounts payable to Administrative Agent as a result of a Casualty
or Condemnation pursuant to SECTION 14.1 of the Lease shall be distributed as
follows: (x) if a Termination Notice shall have been given, all amounts that are
to be applied to the purchase price of the Leased Property in accordance with
SECTION 15.1(b) or 15.1(c)(y) of the Lease shall be distributed by
Administrative Agent in accordance with SECTION 5.3(b); or if a Termination
Notice is not given, any proceeds are to be used in accordance with clause (y)
below, and any excess proceeds shall be distributed by Administrative Agent in
accordance with SECTION 5.3(b); and (y) all amounts payable to Lessee for the
restoration or repair of damage caused by such Casualty or Condemnation in
accordance with SECTION 14.1(a) of the Lease shall be distributed to, or as
directed by, Lessee.

     (j)  To the extent any payment made to any Participant is insufficient to
pay in full the Participant Balance of such Participant, then each such payment
shall first be applied to accrued Interest or Yield, as applicable, and then to
principal outstanding on the Loans or the Certificate Amounts, as applicable.


                                       24
<PAGE>

     SECTION 5.4 ADJUSTMENTS. If any Participant (a "BENEFITTED PARTICIPANT")
shall at any time receive any payment of all or part of its Loan or Certificate
Amount, as applicable, or Interest or Yield thereon, as applicable, or receive
any of the collateral in respect thereof (whether voluntarily or involuntarily,
by setoff, or otherwise), in an amount greater than the amount to which such
Participant was entitled pursuant to SECTION 5.3, such Participant shall return
such amount or collateral to Administrative Agent for distribution to the
Person(s) entitled thereto in accordance with SECTION 5.3; PROVIDED, HOWEVER,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Participant, such excess payment or benefits, as
applicable, shall be returned to the Benefitted Participant, to the extent of
such recovery, but without interest.


                                   ARTICLE VI
         CONDITIONS PRECEDENT TO ADVANCES AND REQUIREMENT FOR COMPLETION

     SECTION 6.1. CONDITIONS PRECEDENT TO INITIAL ADVANCE. The obligations of
Lessor (through Administrative Agent) to make the Advance on the initial Advance
Date, the obligations of the Certificate Holders to Fund the related Certificate
Amounts on the initial Advance Date and the obligation of the Lenders to make
the related Funding of their Loans on the initial Advance Date are subject to
the satisfaction or waiver of each of the following conditions precedent:

          (a)  RESOLUTIONS AND INCUMBENCY CERTIFICATE, ETC. OF LESSEE AND
GUARANTOR.

               (i)  Lessee shall have delivered to Administrative Agent (A) a
     good standing certificate with respect to Lessee from the Secretary of
     State of the State of Colorado issued by such office no earlier than thirty
     (30) days prior to the Advance Date and (B) an Officer's Certificate of
     Lessee substantially in the form of EXHIBIT B-1, attaching and certifying
     as to (1) the corporate authority for the execution, delivery and
     performance by Lessee of each Operative Document to which it is or will be
     a party, (2) its organizational documents, (3) its by-laws and (4) the
     incumbency and signature of persons authorized to execute and deliver on
     its behalf the Operative Documents to which it is a party.

               (ii) Guarantor shall have delivered to Administrative Agent (A) a
     good standing certificate with respect to

                                       25
<PAGE>

     Guarantor from the Office of the Secretary of State of the State of
     Delaware issued by such office no earlier than thirty (30) days prior to
     the Advance Date and (B) an Officer's Certificate of Guarantor
     substantially in the form of EXHIBIT B-2, attaching and certifying as to
     (1) the corporate authority for the execution, delivery and performance by
     Guarantor of each Operative Document to which it is or will be a party, (2)
     its organizational documents, (3) its by-laws and (4) the incumbency and
     signature of persons authorized to execute and deliver on its behalf the
     Operative Documents to which it is a party.

     (b)  RESPONSIBLE OFFICER'S CERTIFICATES OF LESSEE AND GUARANTOR.
Administrative Agent shall have received a Responsible Officer's Certificate of
Lessee and Guarantor, in substantially the form of EXHIBITS C-1 and C-2 attached
hereto, dated as of the Initial Advance Date, stating on behalf of Lessee and
Guarantor, respectively, that: (i) each and every representation and warranty of
Lessee and Guarantor contained in each Operative Document to which it is a party
is true and correct on and as of the Initial Date, except to the extent such
representation or warranty relates solely to an earlier date, in which case such
certificate shall state that such representation or warranty shall have been
true and correct on and as of such earlier date; (ii) no Default, Event of
Default, Casualty or Condemnation has occurred and is continuing, and each of
Lessee and Guarantor, each after due inquiry and investigation is not aware of
any existing or threatened condemnations, actions, suits or proceedings with
respect to all or any portion of the Leased Property; (iii) each Operative
Document to which Lessee or Guarantor is a party is in full force and effect
with respect to it; and (iv) each of Lessee and Guarantor has duly performed and
complied in all material respects with all covenants contained herein or in any
other Operative Document required to be performed by it on or prior to the
Advance Date.

     (c)  CERTIFICATE OF LESSOR. Administrative Agent shall have received (i) a
certificate of the Secretary or an Assistant Secretary of Bank substantially in
the form of EXHIBIT B-3 attaching and certifying as to (A) the corporate
authority for the execution, delivery and performance by Bank of each Operative
Document to which it is or will be a party in its individual capacity or as
Lessor, (B) its organizational documents, (C) its by-laws and (D) the incumbency
and signature of persons authorized to execute and deliver on its behalf the
Operative Documents to which it is a party in its individual capacity or as
Lessor and (ii) a certificate as to the authority of the Bank to conduct

                                       26
<PAGE>

banking business and exercise fiduciary powers from the Comptroller of the
Currency.

     (d)  OPINIONS OF COUNSEL. Administrative Agent and the Participants shall
have received opinions of counsel dated the initial Advance Date substantially
in the forms of EXHIBITS D-1, D-2 and D-3 with respect to the Operative
Documents executed and delivered in connection with the Advance Date and the
perfection and validity of the Administrative Agent's Liens in the Leased
Property and the other TeleTech Collateral. Lessor, Administrative Agent and the
Participants shall also have received opinions of counsel, in form and content
satisfactory to such parties, as to the sufficiency in form of the Financing
Statements to be filed and/or recorded in the State of Colorado and the State of
Connecticut and the location of such filing and recording as is necessary to
perfect the interests of such parties in the collateral described in such
Financing Statements.

     (e)  AGREEMENTS OF ARCHITECT AND GENERAL CONTRACTOR. The Architect and the
General Contractor shall have each executed written instruments reasonably
satisfactory to Lessor, the Certificate Holders and the Lenders pursuant to
which each of the Architect and the General Contractor shall have agreed to
perform its obligations under the Construction Documents to which it is a party
for the benefit of Lessor and the Participants, when and if Lessor or
Administrative Agent, acting at the direction of the Participants, shall
exercise their rights under the Construction Documents Assignment.

     (f)  CONSTRUCTION AGENT'S CERTIFICATE. On or prior to the initial Advance
Date, Construction Agent shall have delivered to Administrative Agent an Initial
Advance Date Construction Certificate in the form of EXHIBIT E hereto.

     (g)  TAXES. Any and all taxes, fees and other charges in connection with
the execution, delivery, recording, filing and registration of the Operative
Documents and the acquisition of the Leased Property shall have been paid or
provisions for such payment shall have been made by Lessee to the satisfaction
of Administrative Agent.

     (h)  APPRAISAL AND IMPROVEMENTS MATTERS. Not less than fifteen (15) days
prior to the Advance Date, Lessee shall have delivered to Lessor and each
Participant:

                                       27
<PAGE>

          (i)  descriptions of the Financed Improvements, which shall be in a
     form and substance reasonably satisfactory to the Participants;

          (ii) an appraisal (the "APPRAISAL") in form and substance satisfactory
     to each of the Participants which shall establish (by the use of appraisal
     methods satisfactory to the Participants) (A) the Fair Market Value of the
     Land as of the Land Acquisition Date, (B) the "as-built" Fair Market Value
     of the Leased Property (assuming the Substantial Completion of the Financed
     Improvements in accordance with the Approved Plans and Specifications) as
     of the Estimated Completion Date and as of the last day of the Base Term
     and each Lease Renewal Term, and (C) that the Aggregate Commitment Amount
     will not exceed 114% of (x) the Fair Market Value of the Financed
     Improvements plus the Fair Market Value of the Land in accordance with
     clause (B) of this Section 6.1(h)(ii). The Appraisal shall be prepared in
     accordance with FIRREA and be performed by the Appraiser. The Appraisal
     shall assume that all of the Financed Improvements shall have been
     completed in a good and workmanlike manner, in compliance with Applicable
     Laws; and

          (iii) the Approved Construction Budget, in a form and substance
     reasonably satisfactory to the Participants, which shall set forth the Land
     Acquisition Cost, including related Transaction Expenses, and all costs
     associated with the construction of the Financed Improvements, including
     all hard and soft construction costs, the Lessee Funding Amount and other
     Transaction Expenses and other costs relating to the maintenance of the
     Leased Property prior to the Base Term Commencement Date and shall include
     the Contingency Reserve equal to One Million Two Hundred Seventy One
     Thousand Seven Hundred Ninety Six Dollars ($1,271,796) (the "CONTINGENCY
     RESERVE"). The Approved Construction Budget shall allocate the Aggregate
     Commitment Amount between the Construction Costs and, within each such
     allocation, set forth categories for each type of cost and expense and the
     portion of the Aggregate Commitment to be allocated to each such category
     and amounts necessary to Fund Transaction Expenses, Capitalized Interest
     and Capitalized Yield and Fees during the Interim Term, and which establish
     the Contingency Reserve, all as described in the budget attached hereto as
     SCHEDULE 6.1(h);

          (iv) the Approved Construction Schedule, in a form and substance
     reasonably satisfactory to the Participants.


                                       28
<PAGE>

     (i)  FILINGS AND RECORDINGS. All filings or recordings enumerated and
described in SCHEDULE 6.1(j), as well as all other filings and recordings
necessary or advisable, including precautionary financing statements and
mortgage filings, reasonably deemed necessary by Administrative Agent to perfect
the rights, titles and interests of Lessor and Administrative Agent for the
benefit of the Participants intended to be created by the Operative Documents
shall have been made in the appropriate places or offices, including any
recordings and filings (including, without limitation, any amended and restated
recordings and filings) necessary to create, perfect, preserve and protect: (i)
Lessor's interest in the Leased Property and any other property and interests
included in the Trust Estate, (ii) first mortgage liens and mortgages of record
on the Mortgaged Property, subject to Permitted Liens, and (iii) a first
priority perfected security interest in all fixtures appurtenant to the Leased
Property, subject to Permitted Liens. All recording and filing fees and taxes
with respect to any recordings or filings made pursuant to this SECTION 6.1(i)
shall have been paid in full by Lessee out of Supplemental Rent, pursuant to and
subject to the limitations of SECTION 4.3(a), and satisfactory evidence thereof
shall have been delivered to Lessor and Administrative Agent, or arrangements
for such payment shall have been made by Lessee to the reasonable satisfaction
of Administrative Agent.

     (j)  REQUIREMENTS OF LAW. In the reasonable opinion of Lessor,
Administrative Agent and the Participants and their respective counsel, the
Overall Transaction does not and will not violate in any respect any material
Applicable Law and does not and will not subject any such Person to any material
adverse regulatory prohibitions or constraints.

     (k)  ADVANCE DATE. The initial Advance hereunder shall occur on or prior to
July 15, 2000.

     (l)  SEARCHES. Administrative Agent shall have received a report (which may
be included in the commitment for title insurance prepared by the Title
Insurance Company with respect to the following matters other than Uniform
Commercial Code filings), as of a current date and reasonably acceptable in form
and substance to Administrative Agent, of judgment liens, lis pendens, and tax
lien filings with respect to Lessee and the Leased Property filed of record in
Arapahoe County, Colorado and Uniform Commercial Code filings for Lessee filed
in the Office of the Secretary of State of the State of Colorado and in Arapahoe
County, Colorado, as applicable.


                                       29
<PAGE>

     (m)  SURVEY. Lessee shall have delivered, or shall have caused to be
delivered, to Administrative Agent and to the Title Insurance Company an ALTA
survey of the Land in a form reasonably satisfactory to the Title Insurance
Company (and including any applicable flood zone designation (with property
annotations based on Federal Flood Insurance Rate Maps or the local equivalent)
by scaled map location and graphic plotting) in order to issue the Title
Policies and showing no state of facts unsatisfactory to Administrative Agent.

     (n)  TITLE AND TITLE INSURANCE. Lessor shall have received from the Title
Insurance Company a current ALTA 1970 owner's policy of title insurance with
respect to the Leased Property, including the Land and the Financed Improvements
(or an irrevocable commitment for the issuance thereof), reasonably acceptable
in form and substance to Administrative Agent (the "OWNER'S POLICY"), insuring
that Lessor has good and indefeasible title to the Leased Property, subject to
other exceptions to title as are reasonably acceptable to each Participant, in
an amount equal to the aggregate Commitments, together with complete, legible
copies of all encumbrances, maps and surveys of record. Alternatively, Lessor
shall have received from the Title Insurance Company (or an irrevocable
commitment for the issuance thereof) such title endorsements (including, without
limitation, a date-down endorsement and CLTA Endorsement Form 107.2 (or the
Colorado equivalent) to Lessor's owner's policy of title insurance (Policy No.
CTAN705337, dated as of March 7, 2000)), reasonably acceptable in form and
substance to Administrative Agent, sufficient to insure Lessor in the same
manner as the Owner's Policy referred to above. Administrative Agent, for the
benefit of the Participants, shall have received from the Title Insurance
Company (or an irrevocable commitment for the issuance thereof), an ALTA 1970
lenders' policy of title insurance (the "LENDERS' POLICY"; and, together with
the Owner's Policy, the "TITLE POLICIES"), reasonably acceptable in form and
substance to Administrative Agent, insuring the Lien of the Deed of Trust as a
valid first priority Lien against the Mortgaged Property, subject to such
exceptions to title as are reasonably acceptable to Administrative Agent, in an
amount equal to the aggregate Commitments, together with complete, legible
copies of all encumbrances and plats of record. Alternatively, Administrative
Agent, for the benefit of the Participants, shall have received from the Title
Insurance Company (or an irrevocable commitment for the issuance thereof) such
title endorsements (including, without limitation, CLTA Endorsement Forms 110.5
and 107.2 (or the Colorado equivalent) to Administrative Agent's lender's policy
of title insurance (Policy No. CTAT705337, dated as of March 7, 2000)),
reasonably acceptable in form and substance



                                       30
<PAGE>

to Administrative Agent, sufficient to insure Administrative Agent's Lien under
the Deed of Trust in the same manner as the Lenders' Policy referred to above.
The Title Policies shall be dated as of the Advance Date and, to the extent
permitted under Applicable Laws, shall: (x) contain affirmative endorsements as
to mechanics' liens, doing business, usury, Form 3.0 zoning, Form B-1
comprehensive coverage, encroachments, the nonviolation of covenants and
restrictions, variable rate, survey and creditor's rights exception revisions
and revision of the standard tax exception, (y) contain endorsements or other
assurances acceptable to Administrative Agent in its sole discretion, regarding
the effect of recharacterization of the Lease and (z) contain such other
endorsements as shall reasonably be requested by Administrative Agent
(including, without limitation, the title endorsements previously issued by the
Title Insurance Company in connection with Lessor's owner's title policy and
Administrative Agent's lender's title policy previously issued in connection
with the Leased Property and the Mortgaged Property, respectively).

     (o)  APPROVED PLANS AND SPECIFICATIONS; ARCHITECT'S AGREEMENT; ASSIGNMENT.
Administrative Agent shall have received and the Participants shall have
reasonably approved: (i) the plans and specifications proposed as the Approved
Plans and Specifications, with the first page of a copy of the Approved Plans
and Specifications having been signed, and all other pages thereof having been
initialed, by Construction Agent and the General Contractor (if any), (ii) a
copy of Construction Agent's or Lessee's agreement with the Architect, if any,
(iii) a copy of the Construction Contract, and (iv) an assignment from Lessee
and/or Construction Agent, as applicable, in favor of Lessor, of Lessee's and
Construction Agent's interest in the Approved Plans and Specifications, the
Architect's agreement and the Construction Contract, in the form required by the
Construction Agency Agreement, and attached thereto the Architect's and, if
applicable, General Contractor's written consent to such assignment.

     (p)  INSURANCE. Insurance complying with the provisions of Article XIII of
the Lease shall be in full force and effect as evidenced by certificates of
insurance, broker's reports or insurance binders delivered to Administrative
Agent and Lessor, all in form and substance reasonably satisfactory to the
Participants, provided, however, that prior to the Completion Date, such
insurance shall contain no deductible amount, unless any such deductible shall
be approved by Administrative Agent upon the direction of the Required
Participants and fully reserved as a separate contingency item in the Approved
Construction Budget.


                                       31
<PAGE>

     (q)  OFFEREE LETTER. Administrative Agent and Lessee shall have received
certificate, substantially in the form of EXHIBIT F, from the Arranger, dated
the Second Document Closing Date, with respect to offerees of the Notes and the
Certificates (the "OFFEREE LETTER"). All documents and instruments required to
be delivered on the initial Advance Date shall be delivered at the offices of
Mayer, Brown & Platt, 350 South Grand Avenue, 25th Floor, Los Angeles,
California 90071, or at such other location as may be determined by
Administrative Agent and Lessee.

     (r)  BONDING OF THE GENERAL CONTRACTOR. The General Contractor shall have
provided, to Administrative Agent for the benefit of each of the Participants, a
payment and performance bond or letter of credit, in either case reasonably
acceptable in form and substance to each of the Participants, securing the
timely performance of the obligations of the General Contractor and the timely
completion of the Construction of the Financed Improvements. The bonding company
or issuer of the letter of credit, as applicable, shall be subject to the prior
written approval of each of the Participants.

     (s)  ARCHITECT'S STATEMENT OF PROFESSIONAL OPINION. Administrative Agent
shall have received a statement of professional opinion from the Architect, in
substantially the form of EXHIBIT G hereto reasonably satisfactory to
Administrative Agent, certifying that (i) the Leased Property, as improved in
accordance with the Approved Plans and Specifications, and the contemplated use
thereof by Lessee, will comply with Requirements of Law (including zoning and
land use laws and Environmental Laws) and (ii) the Approved Plans and
Specifications have been prepared in accordance with applicable Requirements of
Law (including applicable Environmental Laws and building, planning, zoning and
fire codes) and upon completion of the Financed Improvements in accordance with
the Approved Plans and Specifications, such Financed Improvements will not
encroach in any manner onto any adjoining land to the best of the Architect's
knowledge based on information received (except as permitted by express written
easements or as insured by appropriate title insurance).

     (t)  CONSULTANT'S CERTIFICATE. Administrative Agent and each Participant
shall have received a certificate executed by the Construction Consultant in the
form of EXHIBIT I.

     (u)  APPRAISAL OF THE DEDICATION. Administrative Agent and Lessor shall
have received a certification from the Appraiser

                                       32
<PAGE>

that the Dedication will not reduce the Fair Market Value of the Leased Property
after giving effect to the Dedication.

     SECTION 6.2. CONDITIONS PRECEDENT TO EACH ADVANCE. The obligations of
Lessor (through Administrative Agent) to make an Advance on each Advance Date,
the obligation of Certificate Holders to Fund the related Certificate Amounts on
such Advance Date, and the obligation of the Lenders to make the related
Fundings of their Loans on such Advance Date are subject to satisfaction or
waiver of the following conditions precedent.

     (a)  ADVANCE REQUEST. Administrative Agent shall have received a fully
executed counterpart of the Advance Request, executed by Construction Agent in
accordance with SECTION 3.3(a).

     Each delivery of an Advance Request and the acceptance by Construction
Agent of the proceeds of such Advance shall constitute a representation and
warranty by Lessee and/or Construction Agent, as applicable, that on the
applicable Advance Date (both immediately before and after giving effect to the
making of such Advance and the application of the proceeds thereof), the
representations and warranties made in SECTION 7.2 are true and correct as of
such date and the conditions precedent to such Advance and the related
Certificate Amount and Loans have been satisfied or waived in accordance with
the Operative Documents.

     (b)  CONSTRUCTION CERTIFICATE. With respect to any Construction Costs to be
paid or reimbursed using the proceeds of such Advance, Administrative Agent
shall have received from Construction Agent, prior to or contemporaneously with
the applicable Advance Request, a Construction Certificate in the form of
EXHIBIT H hereto (a "CONSTRUCTION CERTIFICATE"), together with all attachments
thereto.

     (c)  FEES. Each Agent and Participant shall have received all Fees due and
payable pursuant to SECTION 4.4 or such payment shall be made out of the
requested Advance.

     (d)  REPRESENTATIONS AND WARRANTIES. On the Advance Date, the
representations and warranties of Lessee and Guarantor herein and in each of the
other Operative Documents shall be true and correct in all material respects as
though made on and as of such date, except to the extent such representations or
warranties relate solely to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects on and
as of such earlier date.


                                       33
<PAGE>

     (e)  LITIGATION. No action or proceeding shall have been instituted, nor
shall any action or proceeding be threatened, before any Governmental Authority,
nor shall any order, judgment or decree have been issued or proposed to be
issued by any Governmental Authority (i) to set aside, restrain, enjoin or
prevent the full performance of this Participation Agreement, any other
Operative Document or any transaction contemplated as part of the Overall
Transaction, (ii) that questions the validity of the Operative Documents or the
rights or remedies of Lessor, Guarantor, the Administrative Agent or the
Participants with respect to Lessee or the Leased Property under the Operative
Documents, or (iii) which in the reasonable judgment of the Required
Participants is reasonably likely to have a Material Adverse Effect.

     (f)  EVENT OF DEFAULT; SIGNIFICANT CASUALTY, SIGNIFICANT CONDEMNATION.
There shall not have occurred and be continuing any Event of Default, and no
Event of Default shall have occurred after giving effect to the making of the
Advance requested by such Advance Request, Lessee shall not have received a
Termination Notice pursuant to SECTION 15.1 of the Lease; no Construction Period
Excluded Claim, or basis therefore, shall have occurred.

     (g)  COMMITMENT AMOUNT. After giving effect to the applicable Advance, the
aggregate amount of all Advances shall not exceed the Aggregate Commitment
Amount and the aggregate amount of all Advances made by each Participant shall
not exceed the Available Commitment of such Participant.

     (h)  NO MATERIAL ADVERSE CHANGE. Immediately prior to, and after giving
effect to, the Advance, there shall have occurred (i) no material adverse change
with respect to the Leased Property or (ii) any change in the financial
condition of Lessee or Guarantor which could reasonably be expected to have a
Material Adverse Effect in the reasonable judgment of the Required Participants.

     (i)  TRANSACTION EXPENSES. Lessee shall have paid all applicable
Transaction Expenses, out of prior Advances pursuant to and subject to the
limitations of SECTION 4.3(a), or such payment shall be made out of the
requested Advance.

     (j)  CERTIFICATE OF ARCHITECT. Administrative Agent shall have received a
certificate from Architect, substantially in the form of EXHIBIT J hereto,
certifying (i) that after giving effect to the applicable Advance, the estimated
as yet unpaid cost to the Construction Agent of completing the Construction
pursuant to the Construction Documents will not exceed the aggregate



                                       34
<PAGE>

Available Commitments, net of any portion of the aggregate Available Commitments
that shall be allocated for Advances in respect of Capitalized Interest,
Capitalized Yield, and Fees; (ii) that the Leased Property is being improved in
a good and workmanlike manner and in accordance with the Approved Plans and
Specifications, and the contemplated use thereof by Lessee will comply with
Requirements of Law (including all zoning and land use laws and Environmental
Laws); (iii) the stage and percentage of completion which has been achieved by
each of the various trades engaged in the construction of the Financed
Improvements, and that the Construction is proceeding in accordance with the
Approved Construction Schedule; and (iv) that the amount of the Advance (other
than amounts attributable to Capitalized Interest, Capitalized Yield or amounts
used to fund Fees or Transaction Expenses) is not greater than the actual value
of the materials incorporated into the Financed Improvements and the work and
labor performed in connection therewith.

     (k)  BUILDING PERMITS. Any building permits required by any Governmental
Authority in connection with the Construction for which the applicable Advance
is being made shall have been obtained.

     (l)  TITLE POLICY ENDORSEMENT. Lessor and Administrative Agent shall have
received on the date of such Advance (other than with respect to the initial
Advance) an endorsement to the Title Policies (i) indicating that since the date
of the preceding Advance there has been no change in the state of title (except
changes approved by Administrative Agent), (ii) updating the Title Policies to
the date of such Advance, and (iii) increasing the coverage of the Title
Policies by an amount equal to such Advance if the Title Policies do not by
their own terms provide for such an increase.

     (m)  CONTRACTOR RECEIPTS AND CERTIFICATION. Administrative Agent shall have
received (i) a copy of any invoice which is the subject of such Advance and
which is in excess of One Hundred Thousand Dollars ($100,000) from the General
Contractor and all subcontractors engaged in the Construction together with
evidence that all sums previously advanced for Construction Costs have been
expended for such Construction Costs and that no further amounts are owing with
respect to such previously invoiced Construction Costs, (ii) copies of all
documents required to be submitted by Lessee as of such date pursuant to the
terms of the contracts with the General Contractor and (iii) a certificate from
the General Contractor, substantially in the form of EXHIBIT K hereto,
certifying that the progress of the Construction is such



                                       35
<PAGE>

that Substantial Completion of the Financed Improvements can occur on or prior
to the Outside Completion Date.

     (n)  INTERIM TERM. No Advance shall be made after the termination of the
Commitment Period.

     SECTION 6.3. DELIVERIES UPON SUBSTANTIAL COMPLETION. Within fifteen (15)
Business Days following the earlier of (i) the date of substantial completion of
the Financed Improvements in accordance with the Approved Plans and
Specifications or (ii) the date Administrative Agent gives Lessee notice of the
determination described in the definition of the term "SUBSTANTIAL COMPLETION":

     (a)  ARCHITECT'S CERTIFICATE. Construction Agent shall furnish to
Administrative Agent a certificate of the Architect (substantially in the form
of EXHIBIT L) dated at or about the Completion Date and stating that: (i) the
Construction has been completed in all material respects in accordance with the
Approved Plans and Specifications, and (ii) the Financed Improvements, as so
completed, and the Leased Property complies in all material respects with all
Applicable Laws, and certifying that attached thereto are true and complete
copies of an "as built" or "record" set of the Approved Plans and
Specifications).

     (b)  CONSTRUCTION AGENT'S CERTIFICATION. Construction Agent shall furnish
to Administrative Agent a certification of Construction Agent (substantially in
the form of EXHIBIT M) as follows:

          (i)  the representations and warranties of Lessee with respect to the
     Leased Property set forth in SECTION 7.2 are true and correct in all
     material respects as of the Completion Date and that all amounts owing to
     third parties for the Construction have been paid in full (other than
     contingent obligations for which adequate reserves have been made);

          (ii) no changes or modifications were made to the Approved Plans and
     Specifications delivered to the Appraiser for purposes of preparing the
     Appraisal that, individually or in the aggregate, have caused or reasonably
     could cause, the Fair Market Value of the Leased Property to be materially
     less than the Fair Market Value thereof at Substantial Completion as set
     forth in the Appraisal, other than modifications approved by the
     Administrative Agent;

          (iii) there are no defects to the Financed Improvements, including the
     plumbing, heating, air conditioning and



                                       36
<PAGE>

     electrical systems thereof, or the Leased Property, which, individually or
     in the aggregate, have caused or reasonably could cause, the Fair Market
     Value of the Leased Property to be materially less than the Fair Market
     Value thereof at Substantial Completion as set forth in the Appraisal; and

          (iv) all water, sewer, electric, gas, telephone and drainage
     facilities and all other utilities required to adequately service the
     Leased Property, including the Financed Improvements, for its intended use
     are available pursuant to adequate permits (including any that are required
     under applicable Environmental Laws) except to the extent the
     unavailability thereof individually or in the aggregate would not have a
     Material Adverse Effect.

     (c)  AS BUILT SURVEY; TITLE INSURANCE ENDORSEMENTS. Construction Agent
shall furnish to Administrative Agent and Lessor true, correct and complete
copies, certified by the Construction Agent, of the following (to the extent not
previously delivered to Lessor):

          (i)  an "as built" ALTA survey of the Leased Property, certified to
     Administrative Agent and Lessor, showing the location of the completed
     Financed Improvements, the location of all points of access to the Land and
     the location of all easements affecting the Land and certifying that there
     are no encroachments of the Financed Improvements onto any easements
     affecting the Land or onto any adjoining property (other than Permitted
     Liens) and that all applicable setback requirements and other restrictions
     have been complied with; and

          (ii) a date-down endorsement, dated not earlier than the date of
     Substantial Completion of the Financed Improvements, to the Title Insurance
     Policies.


                                   ARTICLE VII
                                 REPRESENTATIONS

     SECTION 7.1. REPRESENTATIONS OF THE PARTICIPANTS. As of the date of its
execution of this Participation Agreement, each Participant represents and
warrants, severally and only as to itself, to the other Participants, Lessor,
the Administrative Agent, Lessee and Guarantor that:

     (a)  ERISA. Such Participant is not and will not be making its Loans or
funding Certificate Amounts hereunder, and is

                                       37
<PAGE>

not performing its obligations under the Operative Documents, with the assets of
an "employee benefit plan" (as defined in Section 3(3) of ERISA) which is
subject to Title I of ERISA or a "plan" (as defined in Section 4975(e)(1) of the
Code).

     (b)  STATUS. Such Participant is a commercial bank, branch or agency of a
foreign bank or other similar financial institution, or an Affiliate thereof.

     (c)  POWER AND AUTHORITY. Such Participant has the requisite power and
authority to enter into and perform its obligations under the Operative
Documents to which it is a party.

     (d)  LESSOR LIENS. There are no Lessor Liens attributable to such
Participant upon the Lease or the Leased Property.

     (e)  ORGANIZATION, ETC. Such Participant is a corporation or banking
association duly organized, validly existing and in good standing under the laws
of the State or jurisdiction of its creation.

     (f)  INVESTMENT. The Certificate or Note being acquired by such Participant
is being acquired by such Participant for investment and not with a view to or
in connection with the resale or distribution of such interest or any part
thereof, but without prejudice, however, to the right of such Participant at all
times to sell or otherwise dispose of all or any part of such interest under a
registration available under the Securities Act or under an exemption from such
registration available under the Securities Act, it being understood that
(subject to the Securities Act) the disposition by the undersigned of the
Certificate or Note to be purchased by such Participant shall, at all times,
remain entirely within its control.

     (g)  OFFER OF SECURITIES, ETC. Neither such Participant nor any Person
authorized to act on its behalf has, directly or indirectly, offered to sell the
Notes, the Certificates or any other similar securities (the sale or offer of
which would be integrated with the sale or offer of the Notes or the
Certificates), for sale to, or solicited any offer to acquire any of the same
from, any Person.

     (h)  NO REGISTRATION. Such Participant understands and acknowledges that
(1) neither the Notes and the Certificates nor the Guarantees have been or will
be registered under the Securities Act, in reliance upon the exemption provided
in Section 4(2) of the

                                       38
<PAGE>

Securities Act, (2) neither the Notes and the Certificates nor the Guarantees
have been or will be registered or qualified under the securities or "blue sky"
laws of any jurisdiction, (3) the Notes and the Certificates (including the
Guarantees) may be resold (which resale is not currently contemplated, or
otherwise transferred only if so registered or qualified or if an exemption from
registration or qualification is available, (4) none of Lessee, Lessor or the
Administrative Agent is required to register the Notes or the Certificates, and
(5) any transfer must comply with the provisions of the Operative Documents
relating thereto. Such Participant will comply with all applicable federal and
state securities laws in connection with any subsequent resale of the Notes or
the Certificates held by it.

     (i)  INSTITUTIONAL INVESTOR. Such Participant is a sophisticated
institutional investor and is an "accredited investor" as defined in paragraph
(1), (2), (3) or (7) of Rule 501(a) of the Securities Act, and has substantial
knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of its investment in the Notes or the
Certificates (and the Guarantees) and is able to bear the economic risk of such
investment for an indefinite period of time. Such Participant has been given all
such information concerning the Notes and the Certificates (and the Guarantees),
the other Operative Documents, the Leased Property, Lessor, Lessee and Guarantor
as it has requested.

     (j)  LEGEND. Such Participant understands and acknowledges that the Note or
Certificate which it is acquiring will bear a legend as set forth in the form of
Note included in the Loan Agreement or the form of Certificate included in the
Trust Agreement, as applicable.

     The making of any Loan or the advancing of any Certificate Amount on any
Advance Date shall constitute an affirmation by the subject assignee or
acquiring Participant of each of the preceding representations and warranties.

     SECTION 7.2. REPRESENTATIONS OF LESSEE AND GUARANTOR. Each of Lessee and
Guarantor, jointly and severally, represents and warrants to each of the other
parties hereto as of the Second Document Closing Date and each Advance Date
that:

     (a)  CORPORATE EXISTENCE AND POWER. Each of Lessee and Guarantor:


                                       39
<PAGE>

          (i)  is a corporation duly organized, validly existing and in good
     standing under the laws of the jurisdiction of its incorporation;

          (ii) has the corporate power and authority, the legal right and all
     governmental licenses, authorizations, consents and approvals to own its
     assets, to lease the property (including the Leased Property) it operates
     as lessee, to carry on its business and to execute, deliver and perform its
     obligations under the Operative Documents;

          (iii) is duly qualified as a foreign corporation and is licensed and
     in good standing under the laws of each jurisdiction where its ownership,
     lease or operation of property or the conduct of its business requires such
     qualification or license; and

          (iv) is in compliance with all Requirements of Law;

except in each case referred to in CLAUSE (iii) or (iv) of this SECTION 7.2, to
the extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     (b)  CORPORATE AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by Lessee and Guarantor of this Participation Agreement and each
other Operative Document to which such Person is or will be party have been duly
authorized by all necessary corporate action and do not and will not:

          (i)  contravene the terms of any of Lessee's or Guarantor's Organic
     Documents;

          (ii) conflict with or result in any breach or contravention of, or the
     creation of any Lien (other than Permitted Liens) under, any document
     evidencing any obligations to which Lessee or Guarantor is a party
     (including any indenture, loan agreement, mortgage, deed of trust, contract
     or other agreement) or any order, injunction, writ, decree or permit of any
     Governmental Authority to which Lessee or Guarantor or any of such Person's
     property is subject; or

          (iii) violate any Applicable Law (including, without limitation,
     Regulation U or Regulation X).

     (c)  GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by or notice to, or filing with any Governmental
Authority or any other Person is



                                       40
<PAGE>

necessary or required by or in respect of Lessee or Guarantor in connection with
the execution, delivery or performance by, or enforcement against, Lessee or
Guarantor, or the validity or enforceability of any Operative Document.

     (d)  BINDING EFFECT. This Participation Agreement and each other Operative
Documents to which Lessee or Guarantor is a party have been or will be duly
executed and delivered on behalf of Lessee or Guarantor, as applicable, and
constitutes the legal, valid and binding obligation of Lessee or Guarantor to
the extent it is a party thereto, enforceable against such Person in accordance
with its respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

     (e)  LITIGATION. Except as set forth in SCHEDULE 7.2(e), there are no
actions, suits, proceedings, claims or disputes pending or, to the best
knowledge of Lessee and Guarantor, threatened or contemplated at law, in equity,
in arbitration or before any Governmental Authority against Lessee or Guarantor,
or any of their respective properties:

          (i)  which purport to affect or pertain to this Participation
     Agreement or any other Operative Documents or the Overall Transaction; or

          (ii) as to which (either individually or in the aggregate) there
     exists a substantial likelihood of an adverse determination, which
     determination could reasonably be expected to have a Material Adverse
     Effect. No injunction, writ, temporary restraining order or any order of
     any nature has been issued by any court or other Governmental Authority
     purporting to enjoin or restrain the execution, delivery or performance of
     this Participation Agreement or any other Operative Document, or directing
     that the Overall Transaction not be consummated as herein or therein
     provided.

     (f)  NO DEFAULT. No Default or Event of Default exists or would occur as a
result of, or after giving effect to, the Advance or the Overall Transaction.
Neither Lessee nor Guarantor is in default under or with respect to any
contractual obligation in any respect which, individually or together with all
such defaults, could reasonably be expected to have a Material Adverse Effect,
or that would, if such default had occurred after the Second Document Closing
Date, create an Event of Default.


                                       41
<PAGE>

     (g)  ERISA COMPLIANCE. Except as specifically disclosed in SCHEDULE 7.2(g),

          (i)  Each Plan is in compliance in all material respects with the
     applicable provisions of ERISA, the Code and other federal or state law.
     Each Plan which is intended to qualify under Section 401(a) of the Code has
     received a favorable determination letter from the IRS and to the best
     knowledge of Guarantor, nothing has occurred which would cause the loss of
     such qualifications. Guarantor and each ERISA Affiliate has made all
     required contributions to any Plan subject to Section 412 of the Code, and
     no application for a funding waiver or an extension of any amortization
     period pursuant to Section 412 of the Code has been made with respect to
     any Plan.

          (ii) There are no pending or, to the best knowledge of Guarantor,
     threatened claims, actions or lawsuits, or action by any Governmental
     Authority, with respect to any Plan which has resulted or could reasonably
     be expected to result in a Material Adverse Effect. There has been no
     prohibited transaction or violation of the fiduciary responsibility rules
     with respect to any Plan which has resulted or could reasonably be expected
     to result in a Material Adverse Effect.

          (iii) (A)No ERISA Event has occurred or is reasonably expected to
     occur; (B) the Pension Plans do not have aggregate Unfunded Pension
     Liabilities in excess of $1,000,000; (C) neither Guarantor nor any ERISA
     Affiliate has incurred, or reasonably expects to incur, any liability under
     Title IV of ERISA with respect to any Pension Plan (other than premiums due
     and not delinquent under Section 4007 of ERISA); (D) neither Guarantor nor
     any ERISA Affiliate has incurred, or reasonably expects to incur, any
     liability (and no event has occurred which, with the giving of notice under
     Section 4219 of ERISA, would result in such liability) under Section 4201
     or 4243 of ERISA with respect to a Multiemployer Plan; and (E) neither
     Guarantor nor any ERISA Affiliate has engaged in a transaction that could
     be subject to Section 4069 or 4212(c) of ERISA.

          (h)  TITLE TO PROPERTIES. Each of Lessee and Guarantor has good title
in fee simple to, or a valid leasehold interest in, all real property necessary
or used in the ordinary conduct of its respective businesses, except for such
defects in title as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

                                       42
<PAGE>

          (i)  TAXES. Lessee and Guarantor have filed all Federal and other
material tax returns and reports required to be filed, and have paid all Federal
and other material taxes, assessments, fees and other governmental charges
levied or imposed upon them or on their properties, income or assets otherwise
due and payable, expect those which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against the Lessee or
Guarantor that would, if made, have a Material Adverse Effect.

          (j)  FINANCIAL CONDITION. (i) Each of (A) the audited consolidated
financial statements of Guarantor and its subsidiaries as of December 31, 1998
and the related consolidated statements of income or operations, shareholders'
equity and cash flows for the fiscal year ended on that date and (B) the
unaudited consolidated financial statements of Guarantor and its subsidiaries as
of September 30, 1999 and the related consolidated statements of income,
shareholders' equity and cash flows for the period ended on that date:

               (x)  were prepared in accordance with GAAP consistently applied
     throughout the period covered thereby, except as otherwise expressly noted
     therein;

               (y)  fairly present the financial position of Guarantor and its
     subsidiaries as of the date thereof and results of operations for the
     period covered thereby; and

               (z)  except as specifically disclosed in SCHEDULE 7.2(j), show in
     accordance with GAAP all material indebtedness and other liabilities,
     direct or contingent, of Guarantor and its consolidated subsidiaries as of
     the date thereof, including liabilities for taxes, material commitments and
     contingent obligations.

     (ii) Since December 31, 1998 there has been no Material Adverse Effect.

     (k)  ENVIRONMENTAL MATTERS. (i) Except as specifically disclosed in
SCHEDULE 7.2(k), the ongoing operations of Lessee and Guarantor comply in all
respects with all Environmental Laws, except such noncompliance which would not
(if enforced in accordance with Applicable Law) result in liability in excess of
$1,000,000 in the aggregate.

                                       43
<PAGE>

          (ii) Except as specifically disclosed in SCHEDULE 7.2(k) Lessee and
     Guarantor have obtained all material licenses, permits, authorization and
     registrations required under any Environmental Law and necessary for their
     respective ordinary course operations ("ENVIRONMENTAL PERMITS"), all such
     Environmental Permits are in good standing and Lessee and Guarantor are in
     compliance with all material terms and conditions of such Environmental
     Permits.

          (iii) Except as specifically disclosed in SCHEDULE 7.2(k), none of
     Lessee, Guarantor, or any of their respective present property or
     operations is subject to any outstanding written order from or agreement
     with any Governmental Authority, nor subject to (I) any judicial or
     docketed administrative proceeding, respecting any Environmental Law,
     Environmental Claim or Hazardous Substance or (II) any claim, proceeding or
     written notice from any Person regarding any Environmental Law,
     Environmental Claim or Hazardous Substance.

          (iv) Except as specifically disclosed in SCHEDULE 7.2(k), there are no
     Hazardous Substance or other conditions or circumstances exiting with
     respect to any property of Lessee or Guarantor, or arising from operations
     prior to the Advance Date of Lessee or Guarantor that would reasonably be
     expected to give rise to Environmental Claims with a potential liability in
     excess of $5,000,000 in the aggregate for all such conditions,
     circumstances and properties. In addition, to Lessee's and Guarantor's
     knowledge, (I) neither Lessee nor Guarantor has any underground storage
     tanks (x) that are not properly registered or permitted under applicable
     Environmental Laws, or (y) that are leaking or disposing of Hazardous
     Substance off-site, which in any such case could reasonably be expected to
     have a Material Adverse Effect, and (II) Lessee and Guarantor have met all
     material notification requirements under Title III of CERCLA and all other
     Environmental Laws.

     (l)  REGULATED ENTITIES. None of Lessee, Guarantor or any Person
controlling Lessee and Guarantor is an "Investment Company" within the meaning
of the Investment Company Act of 1940. Neither Lessee nor Guarantor is subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other Federal or state statute or regulation limiting its ability to incur
Indebtedness.

                                       44
<PAGE>

     (m)  NO BURDENSOME RESTRICTIONS. Neither Lessee nor Guarantor is a party to
or bound by any Business Obligations, or subject to any restriction in any
charter or other organizational document, or any Requirement of Law, which could
reasonably be expected to have a Material Adverse Effect, other than any
Material Adverse Effect arising as a result of any reduction in billable
services provided by Lessee or Guarantor or any termination of any customer
service agreement (in either case, by parties other than Lessee and Guarantor)
pursuant to any provision included in the Business Obligations.

     (n)  COPYRIGHTS, PATENTS, TRADEMARKS AND LICENSES, ETC. Lessee and
Guarantor own or are licensed or otherwise have the right to use all of the
patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective business and the Leased Property, without
infringing upon or violating the legal rights of any other Person. To the best
knowledge of Lessee and Guarantor, no material slogan or other advertising
device, product, process, method, substance, part or other material now
employed, or now contemplated to be employed, by Lessee or Guarantor infringes
upon any rights held by any other Person. No claim or litigation regarding any
of the foregoing is pending or, to Lessee and Guarantor's knowledge, threatened,
and no patent, invention, device, application, principle or any statute, law,
rule, regulation, standard or code is pending or, to the knowledge of Lessee and
Guarantor, proposed, which, in either case, could reasonably be expected to have
a Material Adverse Effect.

     (o)  FULL DISCLOSURE. None of the representations or warranties made by
Lessee or Guarantor in the Operative Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of Lessee or Guarantor in connection with the Operative
Documents (including the offering and disclosure materials delivered by or on
behalf of Lessee and Guarantor to the Participants prior to the Second Document
Closing Date), contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
misleading as of the time when made or delivered.

     (p)  CHIEF EXECUTIVE OFFICES OF LESSEE. The Lessee's "place of business" or
"chief executive office" (if it has more than one place of business), as such
terms are used in



                                       45
<PAGE>

Section 9-103(3) of the UCC, are located at 1700 Lincoln Street, Denver,
Colorado.

     (q)  SOLVENCY. Each of Lessee and Guarantor is, and after the making of the
Advance and the consummation of the Overall Transaction will be, Solvent.

     (r)  APPRAISAL DATA. Taken as a whole, the information provided by
Guarantor, Lessee and their Affiliates to the Appraiser was true and correct in
all material respects when provided, and when provided did not omit any
information known to Lessee, Guarantor or any such Affiliate regarding the
title, physical condition, or use of the Leased Property or any of their
Affiliates which Lessee or Guarantor or any of their Affiliates knew or should
reasonably have known was necessary to make the information provided not
materially misleading.

     (s)  UTILITIES. All water, sewer, electric, gas, telephone and drainage
facilities, all other utilities required to adequately service the Leased
Property for its intended use and means of access between the Financed
Improvements and public highways for pedestrians and motor vehicles will be
available pursuant to adequate permits (including any that may be required under
applicable Environmental Laws). No fire or other casualty has occurred. All
utilities serving the Leased Property, or proposed to serve the Leased Property
in accordance with the Approved Plans and Specifications, are or will be located
in, and vehicular access to the Leased Property, including to the Financed
Improvements, is provided by, either public rights-of-way abutting the Leased
Property or Appurtenant Rights.

     (t)  LEASED PROPERTY. The contemplated use of the Leased Property by Lessee
and its agents, assignees, employees, lessees, licenses and tenants will comply
in all material respects with all Applicable Laws (including, without
limitation, all zoning and land use laws and Environmental Laws) and Insurance
Requirements. With respect to the Leased Property, all material licenses,
approvals, authorizations, consents, permits (including, without limitation,
building, demolition and environmental permits, licenses, approvals,
authorizations and consents), easements and rights-of-way, including proof and
dedication, required for (x) the use, treatment, storage, transport, disposal or
disposition of any Hazardous Substance on, at, under or from the Leased Property
during the construction of the applicable Improvements thereon, (y) construction
of the Financed Improvements in accordance with the Approved Plans and
Specifications and the Construction Agency Agreement and (z) the use, occupancy
and operation of the Leased

                                       46
<PAGE>

Property have either been obtained from the appropriate Governmental Authorities
having jurisdiction or from private parties, as the case may be, or will be
obtained from the appropriate Governmental Authorities having jurisdiction or
from private parties, as the case may be, prior to commencing any such
construction or use and operation as applicable.

     (u)  FLOOD HAZARD AREAS. No portion of the Leased Property is located in an
area identified as a special flood hazard area by the Federal Emergency
Management Agency or other applicable Governmental Authority. If the Leased
Property is located in an area identified as a special flood hazard area by the
Federal Emergency Management Agency or other applicable Governmental Authority,
then, to the extent required by Applicable Laws, flood insurance has been
obtained by Lessee in accordance with the National Flood Insurance Act of 1968,
as amended.

     (v)  OWNERSHIP, NATURE, CONDITION AND USE OF THE LEASED PROPERTY.

          (i)  Lessor has acquired and holds the fee interest in the Leased
     Property free and clear of all liens other than Permitted Liens. None of
     Guarantor, Lessee or any of their Affiliates, including TeleTech Customer
     Care Management, Inc., is a party to any contract or agreement to sell,
     transfer or encumber any interest in the Leased Property or any part
     thereof, other than pursuant to this Participation Agreement and the Lease.

          (ii) The Leased Property is located in the State of Colorado, County
     of Arapahoe. The Leased Property and any present use and presently
     anticipated future use thereof by Lessee and its agents, assignees,
     employees, invitees, lessees, licensees and tenants comply in all material
     respects with all Applicable Laws (including zoning and land use laws and
     Environmental Laws), except for such instances of non-compliance that would
     not have, individually or in the aggregate, a Material Adverse Effect, and
     Insurance Requirements. No notices, complaints or orders of violation or
     non-compliance or liability have been issued or, to the best knowledge of
     Lessee and Guarantor, threatened by any Person with respect to the Leased
     Property or the present or intended future use thereof, except for such
     violations and instances of non-compliance as could not have, individually
     or in the aggregate, a Material Adverse Effect, and neither Lessee nor
     Guarantor is aware of any circumstances which could



                                       47
<PAGE>

     give rise to the issuance of any such notices, complaints or orders.

     (w)  PERFECTION OF SECURITY INTEREST; FILINGS. The Lease constitutes an
enforceable, first priority lien of record and perfected security interest of
record in Lessee's interest in the Leased Property in favor of Lessor, subject
to Permitted Liens, as against all Persons, including Lessee and its creditors.
Except for the filings and recordings listed in SCHEDULE 6.1(j) (which filings
or recordings, or arrangements therefor meeting the requirements specified
herein, shall have been duly made on or before the Advance Date (including the
payment of any fees or taxes relating to any of the foregoing)), no other
filings or recordings are necessary to validly and effectively convey to Lessor
good and marketable fee simple title in the Land, and Administrative Agent has a
valid and enforceable first priority Lien for the benefit of the Participants in
the Leased Property and the other TeleTech Collateral free and clear of all
other Liens, other than Permitted Liens. Neither Lessee, Guarantor nor any of
their Affiliates has created, consented to, incurred or suffered to exist any
Lien upon the Leased Property, other than Permitted Liens.

     (x)  OFFER OF SECURITIES, ETC. Neither Lessee or Guarantor, nor any Person
authorized to act on behalf of either of them, has directly or indirectly
offered the Notes or the Certificates (including the related Guarantees) or any
other similar securities (the sale or offer of which would be integrated with
the sale or offer of the Notes, the Certificates or the Guarantees), for sale
to, or solicited any offer to acquire any of the same from, any Person other
than the Participants and other "accredited investors" (as defined in the
Regulation D of the SEC), each of whom was offered a portion thereof at private
sale for investment.

     (y)  ADVANCE. The amount of each Advance requested represents amounts owed
by Construction Agent in respect of Construction Costs incurred prior to the
date of such Advance and for which Construction Agent has not previously been
reimbursed by an Advance or represent amounts with respect to Capitalized
Interest, Capitalized Yield or Capitalized Fees.

     SECTION 7.3. REPRESENTATIONS OF LESSOR. The Bank, in its individual
capacity and not as Lessor (except to the extent specifically provided for
below), represents and warrants to each of the other parties hereto as follows:

                                       48
<PAGE>

     (a)  CHIEF EXECUTIVE OFFICE. The Bank's chief executive office or place of
business (if it has only one place of business) and the place where the
documents, accounts and records relating to the Overall Transaction are kept are
located at its address set forth in SCHEDULE III.

     (b)  DUE ORGANIZATION, ETC. The Bank is a national banking association duly
organized and validly existing in good standing under the laws of the United
States and has full corporate power and authority to execute, deliver and
perform its obligations: (i) in its individual capacity under the Trust
Agreement and, to the extent it is a party hereto in its individual capacity,
this Participation Agreement, and (ii) acting as Lessor under the Trust
Agreement, under this Participation Agreement and each other Operative Document
to which it is or will be a party as Lessor.

     (c)  DUE AUTHORIZATION; ENFORCEABILITY, ETC. This Participation Agreement
and each other Operative Document to which the Bank is or will be a party have
been or will be (to the extent it is to be a party thereto in its individual
capacity), duly authorized, executed and delivered by or on behalf of the Bank
(in its individual capacity) and are, or upon execution and delivery will be,
legal, valid and binding obligations of the Bank (in its individual capacity),
enforceable against it in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting creditors' rights generally and by general equitable principles.
The Operative Documents to which Lessor is a party constitute the legal, valid
and binding obligation of Lessor (acting solely as Lessor under the Trust
Agreement, and not in its individual capacity), except as such enforceability
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general equitable principles.

     (d)  NO CONFLICT. The execution and delivery by (i) the Bank, in its
individual capacity, of the Trust Agreement and, to the extent it is a party
hereto in its individual capacity, this Participation Agreement and (ii) the
Bank, in its capacity as Lessor, of each Operative Document to which Lessor is
or will be a party, are not and will not be, and the performance by the Bank, in
its individual capacity or as Lessor, as the case may be, of its obligations
under each are not and will not be, inconsistent with the articles of
association or by-laws of the Bank, do not and will not contravene any
Applicable Laws of the United States of America or the State of Connecticut
relating to the banking or trust powers of the Bank and do not and will not
contravene any provision of, or



                                       49
<PAGE>

constitute a default under, any indenture, mortgage, chattel mortgage, deed of
trust, lease, conditional sales contract, loan or credit arrangement or other
agreement or instrument to which the Bank is a party or by which it or its
properties may be bound or affected.

     (e)  NO APPROVALS, ETC. Neither the execution and delivery by the Bank in
its individual capacity or (assuming the due authorization, execution and
delivery of the Trust Agreement by each Certificate Holder) as Lessor, as the
case may be, of any of the Operative Documents to which it is a party requires
the consent or approval of, or the giving of notice to or registration with, or
the taking of any other action in respect of, the United States of America or
the Governmental Authority of Connecticut governing its banking practices.

     (f)  LESSOR LIENS. The Leased Property is free and clear of all Lessor
Liens attributable to the Bank and no act or omission by it has occurred which
would give rise to a Lessor Lien attributable to it.

     (g)  LITIGATION. There is no action, proceeding or investigation pending
or, to the best knowledge of the Bank, threatened against the Bank or Lessor
which questions the validity of any of the Operative Documents, and there is no
action, proceeding or investigation pending or, to the best knowledge of the
Bank, threatened which is likely to result, either in any case or in the
aggregate, in any material adverse change in the ability of the Bank or Lessor
to perform its obligations under the Operative Documents to which it is a party.

     (h)  SECURITIES ACT. Neither the Bank nor Lessor nor any Person authorized
to act on its behalf has offered or sold any interest in the Notes or
Certificates (including the Guarantees), or in any similar security relating to
the Leased Property, or in any security, the offering of which for the purposes
of the Securities Act would be deemed to be part of the same offering as the
offering of the aforementioned securities, to, or solicited any offer to acquire
any of the same from, any Person other than, in the case of the Notes, the
Lenders, and in the case of the Certificates, the Certificate Holders, each of
whom was offered a portion thereof at private sale for investment, and neither
the Bank nor Lessor nor any Person authorized to act on its behalf will take any
action which would require registration of the offer or sale of any interest in
the Notes or Certificates (or the Guarantees) pursuant to the provisions of
Section 5 of the Securities Act or any state securities laws.



                                       50
<PAGE>

     SECTION 7.4. REPRESENTATIONS AND WARRANTIES OF ADMINISTRATIVE AGENT. First
Security Bank, National Association, in its individual capacity and not as
Administrative Agent (except as specifically provided for below), hereby
represents and warrants to each of the other parties hereto that:

     (a)  ORGANIZATION AND AUTHORITY. It is duly organized as a national banking
association under the laws of the United States and has the power and authority
to enter into and perform its obligations under the Operative Documents.

     (b)  AUTHORIZATION; BINDING EFFECT. The Operative Documents to which
Administrative Agent is or will be a party have been or will be, on the date
required to be delivered hereby, duly authorized, executed and delivered by
Administrative Agent, and this Participation Agreement is, and such other
Operative Documents are, or, when so executed and delivered by Administrative
Agent will be, valid, legal and binding agreements of Administrative Agent,
enforceable against Administrative Agent in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

     (c)  NON-CONTRAVENTION. Neither the execution and delivery by
Administrative Agent of the Operative Documents to which it is or will be a
party, either in its individual capacity, or as Administrative Agent, or both,
nor compliance with the terms and provisions thereof, conflicts with, results in
a breach of, constitutes a default under (with or without the giving of notice
or lapse of time or both), or violates any of the terms, conditions or
provisions of: (i) its charter documents or bylaws; (ii) any bond, debenture,
note, mortgage, indenture, agreement, lease or other instrument to which it is
now a party or by which it or its property, either in its individual capacity,
or as Administrative Agent, or both, is bound or affected, where such conflict,
breach, default or violation would be reasonably likely to materially and
adversely affect the ability of Administrative Agent, either in its individual
capacity, or as Administrative Agent, or both, to perform its obligations under
any Operative Document to which it is or will be a party, either in its
individual capacity, or as Administrative Agent, or both; or (iii) any of the
terms, conditions or provisions of any law, rule, regulation, order, injunction
or decree of any federal banking or Utah Governmental Authority applicable to it
in its individual capacity or as Administrative Agent, or both, where such
conflict, breach, default or violation would be reasonably likely to materially
and adversely



                                       51
<PAGE>

affect the ability of Administrative Agent, either in its individual capacity,
or as Administrative Agent, or both, to perform its obligations under any
Operative Document to which it is or will be a party.

     (d)  ABSENCE OF LITIGATION, ETC. There is no litigation (including
derivative actions), arbitration or governmental proceedings pending or, to the
best knowledge of Administrative Agent, threatened against it which would be
reasonably likely to adversely affect Administrative Agent's ability to perform
its obligations under the Operative Documents to which it is or will be a party.

     (e)  GOVERNMENTAL APPROVALS. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required by Administrative Agent in connection with the Overall
Transaction, except those which have been made or obtained or will be obtained
on a timely basis in the ordinary course of Administrative Agent's business, and
which are in full force and effect.


                                  ARTICLE VIII
              COVENANTS OF LESSEE, CONSTRUCTION AGENT AND GUARANTOR

     SECTION 8.1. CONSTRUCTION MATTERS. Each of TeleTech Services Corporation,
as Lessee and as Construction Agent, and Guarantor, jointly and severally,
covenants and agrees with Lessor, Administrative Agent and each of the
Participants that from the Second Document Closing Date through the Completion
Date, Lessee, in its individual capacity and as Construction Agent, and
Guarantor, shall comply, and Guarantor shall cause TeleTech Services Corporation
in such capacities to comply, with the following provisions of this SECTION 8.1.

     (a)  COMPLETION; FINAL COMPLETION. Construction Agent shall cause
Substantial Completion to occur prior to the Outside Completion Date in
accordance with the standards set forth at SECTION 6.3. No proceeds of any of
the Advances shall be used to pay for personal property, including, without
limitation, furniture, trade fixtures or equipment. Construction Agent shall
cause Final Completion to occur not later than one hundred eighty (180) days
after the Outside Completion Date.

     (b)  CONSTRUCTION ASSURANCES. Each Person engaged by Construction Agent on
behalf of Lessor that is a signatory to each Major Construction Document shall
covenant and agree in a writing



                                       52
<PAGE>

(which writing may be incorporated in an acknowledgment or consent to an
assignment of such Major Construction Document to Administrative Agent) that:
(i) none of Lessor, any Agent or any Participant is personally liable for any
claims or obligations incurred under such contract, (ii) such Person will
provide written notice to Lessor and Agents of any material breach under such
contract and, during the existence of an Event of Default, Lessor and
Administrative Agent shall have at least sixty (60) days following the receipt
of such notice to cure such breach, and (iii) upon written request of Lessor or
Administrative Agent, such Person shall provide to Lessor and Administrative
Agent an estoppel certificate in respect of such contract in a form reasonably
requested by Lessor or Administrative Agent.

     (c)  CONSTRUCTION PROGRESS INFORMATION. Construction Agent shall furnish or
cause to be furnished to Lessor or, if requested in lieu thereof, Administrative
Agent, upon request (but, so long as no Event of Default has occurred and is
continuing, not more than once per calendar month or such shorter period to
coincide with Advance Requests), on forms approved by Administrative Agent, such
details concerning the Construction as Lessor or Administrative Agent, as
applicable, shall reasonably require, including: (i) the costs incurred and the
progress of the Financed Improvements, (ii) copies of any modifications or
changes to the Approved Plans and Specifications, and (iii) a list of the names
and addresses of Construction Agent's and General Contractor's materials dealers
and subcontractors with whom written agreements have been made by Construction
or the General Contractor.

     (d)  LESSEE'S FUNDING OF TENANT IMPROVEMENTS. Lessee shall pay directly,
from its own funds, for a portion of the costs and expenses associated with
construction of the Tenant Improvements in an amount equal to the Lessee Funding
Amount, which payments shall be made in accordance with the schedule set forth
in the Lessee Funding Schedule; provided that Lessee shall not be obligated to
make any such payments until three (3) months after the initial Advance Date.
Notwithstanding any statement contained in any of the Operative Documents to the
contrary, the parties hereto acknowledge and agree that in no event shall any of
the Participants be required to fund any amounts under their respective
Commitment for the costs associated with the construction of the Tenant
Improvements until Lessee has fully contributed the Lessee Funding Amount toward
the payment of such costs; provided, however, the Participants agree that so
long as all of the other conditions precedent to Funding set forth in the
Operative Documents have otherwise been satisfied, the Participants agree to
fund the first

                                       53
<PAGE>

$300,000 of Tenant Improvement construction costs during the first three (3)
months after the initial Advance Date, if, and only if, Construction Agent
determines it is necessary that the Funding for such costs be made during such
time period.

     SECTION 8.2. ADDITIONAL COVENANTS OF LESSEE AND GUARANTOR. Each of Lessee
and Guarantor, jointly and severally, covenants and agrees with Lessor,
Administrative Agent and each of the Participants that Lessee and Guarantor
shall comply with the following provisions of this SECTION 8.2, applicable to
it, it being understood that the following covenants are in addition to, and not
by way of limitation of, any covenant set forth in the Construction Agency
Agreement or the Lease.

     (a)  FURTHER ASSURANCES. Each of Lessee and Guarantor, at its cost and
expense, will (i) cause to be promptly and duly taken, executed, acknowledged
and delivered all such further acts, documents and assurances as Lessor,
Administrative Agent or any Participant reasonably may request from time to time
in order to carry out more effectively the intent and purposes of this
Participation Agreement and the other Operative Documents and the Overall
Transaction; and (ii) cause all financing statements (including precautionary
financing statements), fixture filings, mortgages and other documents, to be
recorded or filed at such places and times in such manner, and will take all
such other actions or cause such actions to be taken, as may be necessary or as
may be reasonably requested by the Administrative Agent, any Participant or
Lessor in order to establish, preserve, protect and perfect the title and Lien
of Lessor and/or Administrative Agent in the Leased Property and Lessor's,
Administrative Agent's and/or any Participant's rights under this Participation
Agreement and the other Operative Documents.

     (b)  LIENS. Lessee shall not, by any act or omission to act, incur or
suffer to exist any Lien on the Leased Property other than Permitted Liens.

     (c)  CHANGE OF NAME OR ADDRESS. Lessee and Guarantor shall each provide
Lessor and Administrative Agent thirty (30) days' prior written notice of any
change in name, or the address of its chief executive office (or place of
business if it has only one place of business) or the office where it keeps its
records concerning its accounts and the Leased Property.

     (d)  FINANCIAL AND OTHER INFORMATION. Lessee and Guarantor shall furnish,
or cause to be furnished, to the Administrative Agent, in form and detail
reasonably satisfactory to

                                       54
<PAGE>

the Administrative Agent, with sufficient copies for Lessor and each
Participant:

          (i)  As soon as available, but not later than the earlier of (i) five
     (5) days after the filing thereof with the SEC and (ii) 120 days after the
     end of each fiscal year (commencing with the fiscal year ended December 31,
     1999), a copy of the audited consolidated balance sheet of Guarantor and
     its subsidiaries as of the end of such year and the related consolidated
     statements of income or operations, shareholders' equity and cash flows for
     such year, setting forth in each case in comparative form the figures for
     the previous fiscal year, and accompanied by the opinion of Arthur Andersen
     LLP or another nationally-recognized independent public accounting firm
     ("INDEPENDENT AUDITOR") which report shall state that such consolidated
     financial statements present fairly the financial position for the periods
     indicated in conformity with GAAP applied on a basis consistent with prior
     years. Such opinion shall not be qualified or limited because of a
     restricted or limited examination by the Independent Auditor of any
     material portion of Guarantor's or any Subsidiary's records.

          (ii) As soon as available, but not later than the earlier of (i) five
     (5) days after the filing thereof with the SEC and (ii) 45 days after the
     end of each of the first three fiscal quarters of each fiscal year, a copy
     of the unaudited consolidated balance sheet of Guarantor and its
     subsidiaries as of the end of such quarter and the related consolidated
     statements of income, shareholders' equity and cash flows for the period
     commencing on the first day and ending on the last day of such quarter,
     setting forth in each case in comparative form the figures for the previous
     fiscal year and certified by a Responsible Officer as fairly presenting, in
     accordance with GAAP (subject to ordinary, good faith year-end audit
     adjustments), the financial position and the results of operations of
     Guarantor and its subsidiaries.

          (iii) Concurrently with the delivery of the financial statements
     referred to in SECTION 8.2(d)(i), a certificate of the Independent Auditor
     stating that in making the examination necessary therefor no knowledge was
     obtained of any Default or Event of Default, except as specified in such
     certificate.

          (iv) Concurrently with the delivery of the financial statements
     referred to in SECTION 8.2(d)(i) and (d)(ii) a certificate of the chief
     financial officer of Guarantor, in

                                       55
<PAGE>

     the form of EXHIBIT O hereto, (A) demonstrating, in reasonable detail and
     with the supporting calculations, compliance with the financial covenants
     set forth in SECTION 8.2 or in the Credit Agreement to the extent
     incorporated by reference herein at SECTION 8.4 and (B) stating that no
     Event of Default or Default has occurred and is continuing, setting forth
     details of such Event of Default or Default and the action that Lessee or
     Guarantor, as applicable, have taken and proposes to take with respect
     thereto;

          (v)  Concurrently with the delivery of the financial statements
     referred to in SECTION 8.2(d)(i), (i) a consolidating income statement for
     such year (which need not be audited), and (ii) a budget for the next
     succeeding fiscal year.

          (vi) Concurrently with the delivery of the financial statements
     referred to in SECTION 8.2(d)(ii), a consolidating income statement for
     such quarter.

          (vii) Promptly, copies of all financial statements and reports that
     Guarantor sends to its shareholders and within five (5) days of filing with
     the SEC, copies of all financial statements and regular, periodic or
     special reports (including Forms 10K, 10Q and 8K) that Guarantor or any
     subsidiary may make to, or file with, the SEC.

          (viii) Promptly, such additional information regarding the business,
     financial or corporate affairs of Guarantor or any subsidiary as the
     Administrative Agent, at the request of any Participant, may from time to
     time reasonably request.

          (ix) Within five Business Days after the occurrence of any event which
     constitutes an Event of Default or Default, if such occurrence is then
     continuing notice of such occurrence together with a statement by a
     Responsible Officer of Guarantor stating the facts with respect thereto and
     the actions that the Lessee or Guarantor, as applicable, have taken or
     proposed to take with respect thereto;

          (x)  As soon as possible and in any event within five days after the
     commencement of litigation against the Lessee, Guarantor, or any of
     Guarantor's Subsidiaries, or the receipt of a notice of default by the
     Lessee or Guarantor or any of Guarantor's Subsidiaries, that could
     reasonably be expected to have a Material Adverse Effect, notice of such
     litigation or notice of default describing in reasonable detail the facts


                                       56
<PAGE>

     and circumstances concerning such litigation or default and Lessee's,
     Guarantor's or Guarantor's Subsidiary's, as applicable, proposed actions in
     connection therewith; and

          (xi) Such other information respecting the condition or operations,
     financial or otherwise, of Lessee, Guarantor or any Subsidiary of Guarantor
     as any Participant through the Administrative Agent may from time to time
     reasonably request.

     (e)  RATES. With respect to each determination of Interest and Yield
pursuant to this Participation Agreement, the Loan Agreement, the Trust
Agreement and Basic Rent under the Lease, Lessee acknowledges and agrees to
Sections 2.5, 2.6 and 2.7 of the Loan Agreement, Sections 2.4 and 2.5 of the
Trust Agreement, and SECTIONS 4.1, 4.2 and 4.3 (a) hereof and the applicable
definitions in APPENDIX 1.

     (f)  OWNERSHIP INTEREST IN LESSEE. Guarantor shall cause Lessee to remain a
directly or indirectly wholly-owned Subsidiary of Guarantor.

     (g)  REAPPRAISAL; ADDITIONAL COLLATERAL. Unless otherwise waived in writing
by the Required Participants Lessee on the second (2nd) anniversary of the
Second Closing Date, Administrative Agent shall have received an appraisal in
form and substance satisfactory to each of the Participants which shall
establish (by the use of appraisal methods satisfactory to the Participants) the
Fair Market Value of the Leased Property as of such second (2nd) anniversary of
the Second Closing Date. In the event the Fair Market Value of the Leased
Property evidenced by such appraisal (the "SECOND ANNIVERSARY FMV") is less than
the then outstanding Lease Balance ("SECOND ANNIVERSARY LEASE BALANCE"), within
ten (10) days of the request therefor, Lessee shall deliver to Administrative
Agent, on behalf of and for the benefit of the Participants, cash collateral or
other acceptable non-cash securities collateral, in the amount of the difference
between the Second Anniversary FMV and the Second Anniversary Lease Balance (but
in no event in an amount greater than the difference between the Aggregate
Commitment Amount and the "as-built" Fair Market Value as of the Estimated
Completion Date of the Leased Property set forth in the Appraisal obtained under
Section 6.1(h)(ii)). Lessee shall, promptly upon request, execute and deliver,
or cause to be executed and delivered, any and all documents and instruments and
to take such other actions as are required by the Participants in order to
effectuate the provisions of this paragraph and to create perfected security
interests in and to the additional

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collateral (including all investments, return or proceeds thereof) referred to
herein in favor of the Participants. Such additional collateral shall be deemed
part of the Teletech Collateral.

     SECTION 8.3. FINANCIAL COVENANTS.

     (a)  DEBT TO EBITDAR RATIO. Guarantor shall not, as of the last day of any
fiscal quarter, permit its Debt to EBITDAR Ratio to be greater than 3.0 to 1.0.

     (b)  FIXED CHARGE COVERAGE RATIO. Guarantor shall not, as of the last day
of any fiscal quarter, permit its ratio of (a) EBITDAR for the period of four
concurrent fiscal quarters than ending to (b) Fixed Charges for such four fiscal
quarter period to be less than 2.5 to 1.0.

     (c)  QUARTERLY PROFITABILITY. Guarantor shall have Net Income for each
fiscal quarter of at least $1.00.

     (d)  Guarantor shall not, at any time, permit its aggregate Liquid Assets
to be less than $25,000,000.

     SECTION 8.4. CREDIT AGREEMENT COVENANTS. Lessee will perform, comply with
and be bound by, for the benefit of Lessor and each Participant, each of its
agreements, covenants and obligations contained in Articles VI and VII (other
than Sections 6.01, 6.02, 6.03(a), 6.12, 6.13, 7.16, 7.17 and 7.18) of the
Credit Agreement (together with the related definitions and ancillary
provisions) as in effect on the date hereof. The above-specified provisions of
the Credit Agreement are incorporated herein by reference and will be deemed to
continue in effect for the benefit of the Lessor, Administrative Agent and the
Participants until the Expiration Date, without limiting the foregoing, whether
or not the Credit Agreement or any Commitment thereunder remains in effect or
the "Obligations" (as that term is therein defined in the Credit Agreement) are
paid and discharged. For purposes of the foregoing, references to the provisions
of the Credit Agreement incorporated herein by reference (i) to "Company" shall
refer to Guarantor, (ii) "Lender" or "Lenders" shall refer to Participant or
Participants respectively, (iii) "Administrative Agent" shall refer to
Administrative Agent, and (iv) "Agreement" shall refer to this Participation
Agreement.

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                                   ARTICLE IX
                         OTHER COVENANTS AND AGREEMENTS

     SECTION 9.1. COVENANTS OF THE PARTICIPANTS, THE ADMINISTRATIVE AGENT AND
THE BANK.

     (a)  LESSOR LIENS. Each of the Participants (severally and not jointly with
any other Participants), the Administrative Agent and the Bank hereby agrees
that so long as this Participation Agreement is in effect it:

          (i)  will not create, incur, assume or suffer to exist any Lessor Lien
     attributable to it upon the Lease or the Leased Property (other than as
     contemplated by any of the Operative Documents); and

          (ii) will remove any Lessor Lien created or incurred by it and use its
     best efforts to remove any Lessor Lien attributable to it assumed or
     suffered to exist by it upon the Lease or the Leased Property (other than
     the Deed of Trust and such other Liens as are contemplated by any of the
     Operative Documents); PROVIDED, HOWEVER, that any action taken pursuant to
     this CLAUSE (ii) shall not limit Lessee's rights or remedies under any of
     the Operative Documents. In the event of any Lessor Lien attributable to
     Bank, in addition to complying with its obligations under this CLAUSE (ii),
     Bank will cause restitution to be made to the Trust Estate in the amount of
     any diminution of the value thereof as a result of such Lessor Lien.

     (b)  TRUST AGREEMENT. Without prejudice to any right under the Trust
Agreement of Bank to resign as Lessor, or the Certificate Holders' rights under
the Trust Agreement to remove Lessor, each of the Certificate Holders hereby
agrees with Lessee (so long as no Event of Default shall have occurred and be
continuing), the Lenders and the Administrative Agent (i) not to terminate or
revoke the trust created by the Trust Agreement, except as permitted by the
Trust Agreement, prior to the later of the Expiration Date or the payment in
full of the obligations under the Notes and Certificates, (ii) not to amend,
supplement, terminate or revoke or otherwise modify any provision of the Trust
Agreement prior to the Expiration Date in such a manner as to materially and
adversely affect the rights of any such party, (iii) except as otherwise
expressly authorized under the Operative Documents, not to withdraw from the
Trust Estate any funds other than amounts payable to it by Administrative Agent
as distributions of Basic Rent and Supplemental Rent (including Excepted
Payments)

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<PAGE>

without the prior written consent of each such party and (iv) to comply with all
of the terms of the Trust Agreement applicable to it, the nonperformance of
which would adversely affect such party.

     (c)  SUCCESSOR CERTIFICATE TRUSTEE. Lessor or any successor may resign or
be removed by the Participants as Certificate Trustee, a successor Certificate
Trustee may be appointed, and a corporation may become Lessor under the Trust
Agreement, only in accordance with the provisions of the Trust Agreement.
Notwithstanding anything to the contrary contained in this Participation
Agreement or the Trust Agreement, so long as no Event of Default shall be
continuing, the appointment of a successor Certificate Trustee shall be subject
to the consent of Lessee (such consent not to be unreasonably withheld or
delayed).

     (d)  INDEBTEDNESS; OTHER BUSINESS. Bank agrees that it, in its capacity as
Lessor, shall not, on behalf of the Trust, contract for, create, incur or assume
any Indebtedness, or enter into any business or other activity, other than
pursuant to or under the Operative Documents and, for the benefit of Lessee,
Administrative Agent and the Lenders, Bank agrees in such capacity to be bound
by Section 1.2(b) and Article III of the Trust Agreement.

     (e)  CHANGE OF PRINCIPAL PLACE OF BUSINESS. Bank agrees that it, in its
capacity as Lessor, shall give prompt notice to the Certificate Holders, Lessee
and Administrative Agent, if Lessor's principal place of business or chief
executive office (if it has more than one place of business), or the office
where the records concerning the accounts or contract rights relating to the
Overall Transaction are kept, shall cease to be located at the address in the
State of Connecticut set forth on SCHEDULE III, or if it shall change its name
or identity.

     (f)  ACCEPTANCE OF PROVISIONS OF LEASE. The Participants, the
Administrative Agent and Lessor hereby acknowledge and accept the provisions of
Sections 13.4 and 21.1 of the Lease.

     (g)  DEPRECIATION. Prior to the Expiration Date and during the continuance
of the Sale Option Period, neither Lessor nor any Participant shall claim any
federal or state tax attributes or benefits (including depreciation) relating to
the Leased Property unless required to do so by an appropriate taxing authority
or after a clearly applicable change in Applicable Laws or as a protective
response to a proposed adjustment by a Governmental Authority; PROVIDED,
HOWEVER, that if an appropriate

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<PAGE>

taxing authority shall require Lessor or any Participant to claim any such
federal or state tax attributes or benefits, such Person shall promptly notify
Lessee thereof and shall permit Lessee to contest such requirement in a manner
similar to the contest rights provided in, and subject to any applicable
limitation to a contest contained in, SECTION 12.5(b).

     (h)  INSOLVENCY PROCEEDINGS. Each of the Participants, Lessor, in its
individual capacity, and the Administrative Agent, in its respective individual
capacity, and Lessee covenants as to itself, not jointly with any other Person,
that it shall not (i) commence any action, proceeding or other case with respect
to Lessor under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, arrangement,
winding up, liquidation, dissolution, composition or other relief with respect
to indebtedness, (ii) seek appointment of a receiver, trustee, custodian or
other similar official with respect to Lessor and for all or any substantial
benefit of the creditors of Lessor, or (iii) take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in this CLAUSE (i), except in each case, as expressly permitted
pursuant to the Loan Agreement upon the occurrence of a Loan Event of Default.

     (i)  RELEASE OF DOCUMENTS. Administrative Agent hereby agrees that, upon a
sale of the Leased Property pursuant to Section 20.1 of the Lease and payment of
all amounts due and owing from Lessee and Construction Agent under the Operative
Documents or repayment in full of all Loans and Certificate Amounts and all
other amounts due and owing from Lessee and Construction Agent under the
Operative Documents to Administrative Agent and the Participants, Administrative
Agent shall promptly execute and deliver to Lessee a release of the Mortgage,
releases of the Construction Agency Agreement Assignment, and releases of all
other Liens created by the Operative Documents, and termination statements for
any financing statements relating to the Leased Property which are then of
record naming Administrative Agent as secured party or assignee thereof.


                                    ARTICLE X
                           REPLACEMENT OF PARTICIPANTS

     SECTION 10.1. REPLACEMENT OF PARTICIPANTS. Lessee or Arranger, acting at
the direction of the Required Participants and with the approval of Lessee, may
replace (a) any Certificate Holder or any Lender that breaches its obligation
under SECTION 3.1 or

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<PAGE>

3.2, as the case may be, to fund a Certificate Amount or make a Loan, or (b) any
Certificate Holder or Lender with respect to which, (i) the right to pay
Interest or Yield by reference to the LIBO Rate shall be suspended under SECTION
13.1 or 13.2, or (ii) there are or would be any claim for reimbursement or
compensation under SECTION 13.3(a) or 13.5.

     SECTION 10.2. COOPERATION. Administrative Agent and Lessor hereby agree to
cooperate with Lessee, at Lessee's sole cost and expense if Lessee is acting
pursuant to SECTION 10.1, in Lessee's efforts to arrange one or more Replacement
Participants as contemplated by this SECTION 10.2.


                                   ARTICLE XI
                      TRANSFERS OF PARTICIPANTS' INTERESTS

     SECTION 11.1. ASSIGNMENTS.

     (a)  All or any part of the interest of any Lender in, to or under this
Participation Agreement, the other Operative Documents, the Leased Property or
the Notes may be assigned or transferred by such Lender at any time to any
Person; PROVIDED, HOWEVER, that (i) each assignment or transfer shall comply
with all applicable securities laws; (ii) each assignment or transfer shall
consist of a transfer of equivalent portions of such Lender's Notes and
equivalent portions of such Lender's rights and obligations under the Loan
Agreement; (iii) unless both parties to the assignment are Participants
immediately prior to giving effect to the assignment, each assignment or
transfer of Loans shall be in a minimum aggregate amount of $10,000,000 (or if
less, the entire amount of such Participant's Commitment) and $1,000,000
integral multiples in excess thereof (or such Participant's entire Commitment);
(iv) each such assignment shall be to an Eligible Assignee; (v) unless the
assignee or transferee is a then existing Participant, or a then existing lender
under the Credit Agreement, or an Event of Default has occurred and is
continuing, the transferee or assignee shall be a Person consented to in writing
by Lessee, such consent not to be unreasonably withheld or delayed; (vi)
Administrative Agent shall have received from the assignee/transferee or the
assignor/transferor a transfer fee in the amount of $2,500; and (vii) each
assignee or transferee shall (A) comply, as of the date of the transfer, with
the delivery requirements of SECTION 11.3(a); (B) acknowledge in writing,
addressed and delivered to each of the Persons then party to this Participation
Agreement, that the obligations to be performed from and after the date of such
transfer or assignment under this



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<PAGE>

Participation Agreement and all other Operative Documents are its obligations,
including the obligations imposed by this SECTION 11.1(a) (and the transferor
and transferee Participant shall deliver to Lessee, Administrative Agent and
Lessor an Assignment Agreement, in substantially the form of EXHIBIT N and an
Investor's Letter in substantially the form of SCHEDULE II to EXHIBIT N, each
executed by the assignee or transferee) and (C) represent and warrant to Lessor,
Administrative Agent, each Participant and Lessee in writing each of the
representations and warranties as set forth in SECTION 7.1 and that:

          (w)  it has the requisite power and authority to accept such
     assignment or transfer;

          (x)  it will not transfer any Note unless the proposed transferee
     makes the foregoing representations and covenants;

          (y)  it will not take any action with respect to such Note that would
     violate any applicable securities laws; and

          (z)  it will not assign or transfer any interest in its Note except in
     compliance with this SECTION 11.1.

Any transfer or assignment made in violation of the above requirements shall not
be effective against the other parties to this Participation Agreement until
such requirements are satisfied.

     (b)  Any Certificate Holder may assign or transfer all or any part of its
interest in, to and under this Participation Agreement, the other Operative
Documents and the Leased Property at any time to any Person; PROVIDED, HOWEVER,
that (i) unless the assignee or transferee is a then existing Participant or a
then existing lender under the Credit Agreement or an Event of Default has
occurred and is continuing, the assignee or transferee shall be a Person
consented to in writing by Lessee, such consent not to be unreasonably withheld
or delayed; (ii) each such assignment shall be of a constant, and not a varying,
percentage of all such rights and obligations, (iii) unless both parties to the
assignment are Participants immediately prior to giving effect to the
assignment, the amount of the commitment of the assigning Certificate Holder
being assigned pursuant to each such assignment shall not be less than
$5,000,000 (or if less, the entire amount of such Participant's Commitment) and
shall be an integral multiple of $1,000,000 (or such Participant's entire
commitment), (iv) each such assignment shall be to an Eligible Assignee, (v) the
Administrative Agent shall have received from assignee/transferee or the
assignor/transferor a transfer fee in the amount of $2,500;



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<PAGE>

PROVIDED, HOWEVER, that only one fee need be paid if transfers under both
SECTION 11.1(a) and 11.1(b) are made concurrently, (vi) each assignment or
transfer shall comply with all applicable securities laws; and (vii) each
assignee or transferee shall (A) comply, as of the date of the transfer, with
the delivery requirements of SECTION 11.3(a); (B) acknowledge in writing,
addressed and delivered to each of the Persons then party to this Participation
Agreement, that the obligations to be performed from and after the date of such
transfer or assignment under this Participation Agreement and all other
Operative Documents are its obligations, including the obligations imposed by
this SECTION 11.1(b) (and the transferor and transferee Certificate Holder shall
deliver to Lessee, Lessor and Administrative Agent an Assignment Agreement, in
substantially the form of EXHIBIT N and an Investor's Letter in substantially
the form of SCHEDULE II to EXHIBIT N, executed by the assignee or transferee)
and (C) represent and warrant to Lessor, Administrative Agent, each Participant
and Lessee as set forth in SECTION 7.1 and that:

          (v)  it has the requisite power and authority to accept such
     assignment or transfer and to engage in the Overall Transaction;

          (w)  it will not take any action with respect to its Certificate that
     would violate any applicable securities laws;

          (x)  it will not assign or transfer any Certificate except in
     compliance with this SECTION 11.1(b); and

          (y)  it will not transfer any Certificate unless the proposed
     transferee makes the foregoing representations and covenants.

Any transfer or assignment made in violation of the above requirements shall not
be effective against the other parties to this Participation Agreement until
such requirements are satisfied.

     SECTION 11.2. PARTICIPATIONS. Any Participant may at any time sell to one
or more commercial banks or other Persons (each of such commercial banks and
other Persons being herein called a "SUB-PARTICIPANT") participating interests
in all or a portion of its rights and obligations under this Participation
Agreement, the other Operative Documents, or its Notes or Certificates
(including, without limitation, all or portion of the Rent owing to it);
PROVIDED, HOWEVER, that:

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<PAGE>

     (a)  no participation contemplated in this SECTION 11.2 shall relieve such
Participant from its obligations hereunder or under any other Operative
Document;

     (b)  such Participant shall remain solely responsible for the performance
of its Commitment and such other obligations;

     (c)  Lessee shall continue to deal solely and directly with such
Participant in connection with such Participant's rights and obligations under
this Participation Agreement and each of the other Operative Documents;

     (d)  each such Sub-Participant will make representations and warranties to
the Participant that are consistent with SECTION 7.1, MUTATIS MUTANDIS;

     (e)  no Sub-Participant, unless such Sub-Participant is an Affiliate of
such Participant, or is itself a Participant, shall be entitled to have any
right to vote or grant or withhold consents or otherwise to require such
Participant or Lessee to take or refrain from taking any action hereunder or
under any other Operative Document;

     (f)  no Sub-Participant shall be entitled to the benefits of ARTICLE XIII
in excess of the right of the Participant selling the relevant participating
interest; and

     (g)  unless such Sub-Participant is an existing Participant, such
participation shall be subject to the consent of Lessee, not to be unreasonably
withheld or delayed; provided, however, that no consent shall be required during
the existence and continuation of an Event of Default.

     SECTION 11.3. WITHHOLDING TAXES; DISCLOSURE OF INFORMATION; PLEDGE UNDER
REGULATION A.

     (a)  If any Participant or any assignee of, or Sub-Participant in, any Note
or Certificate (each such assignee or Sub-Participant, a "TRANSFEREE") is
organized under the laws of any jurisdiction other than the United States or any
State thereof, then such Participant or Transferee, as applicable, shall (as a
condition precedent to acquiring or participating in any Loan or Certificate and
as a continuing obligation to Lessor and Lessee) (i) furnish to Lessor,
Administrative Agent and Lessee in duplicate, for each taxable year of such
Participant or Transferee during the Term, a properly completed and executed
copy of either Internal Revenue Service Form W-8 ECI or Internal Revenue Service



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<PAGE>

Form 1001 and Internal Revenue Service Form W-8 BEN and Internal Revenue Service
Form W-8 BEN or Internal Revenue Service Form W-8 or Internal Revenue Form W-9
and any additional form (and such other form) as is necessary to claim complete
exemption from United States withholding taxes on all payments hereunder, and
(ii) provide to Lessor, Administrative Agent and Lessee a new Internal Revenue
Service Form W-8 ECI or Internal Revenue Service Form 1001 and Internal Revenue
Service Form W-8 BEN or Internal Revenue Service Form W-8 BEN or Internal
Revenue Service Form W-8 or Internal Revenue Service Form W-9 and any such
additional form (or any successor form or forms) upon the expiration or
obsolescence of any previously delivered form and comparable statements in
accordance with applicable United States laws and regulations and amendments
duly executed and completed by such Participant or Transferee, and to comply
from time to time with all applicable United States laws and regulations with
regard to such withholding tax exemption. By its acceptance of a participation
or assignment of a Participant's Note or Certificate, each Transferee shall be
deemed bound by the provisions set forth in this ARTICLE XI. No Participant or
Transferee that fails to comply with the requirements of this SECTION 11.3(a)
shall be entitled to the benefit of any tax indemnity for gross-up of payments
in respect of withholding taxes pursuant to SECTION 12.4 or 12.5.

     (b)  Subject to SECTION 15.13 hereof, any Participant, Administrative Agent
or Lessor may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this ARTICLE XI, disclose to the
assignee or participant or proposed assignee or participant any information
relating to Lessee, Guarantor, their Affiliates and the Leased Property.

     (c)  Anything in this ARTICLE XI to the contrary notwithstanding, any
Participant may, without the consent of Lessee, assign and pledge all or any
portion of the Notes or Certificates held by it to any Federal Reserve Bank, the
United States Treasury or to any other financial institution as collateral
security pursuant to Regulation A of the F.R.S. Board and any operating circular
issued by the Federal Reserve System and/or the Federal Reserve Bank or
otherwise, but no such assignment shall relieve any Participant of its
obligations hereunder.

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<PAGE>

                                   ARTICLE XII
                                 INDEMNIFICATION

     SECTION 12.1. INDEMNIFICATION.

     (a)  GENERAL INDEMNIFICATION. (i) Prior to the Base Term Commencement Date
and without limitation on the rights of any Indemnitee under any other
indemnification set forth in this ARTICLE XII:

          A.   Lessee shall pay and assume liability for, and does hereby agree,
     whether or not any of the transactions contemplated hereby shall be
     consummated, to indemnify, protect, defend, save and keep harmless Lessor
     from and against any and all Claims that may be imposed on, incurred by or
     asserted against Lessor (whether because of action or omission by Lessor or
     any other Indemnitee), whether or not such Claim is covered by any other
     indemnification under this ARTICLE XII or Lessor shall also be indemnified
     as to any such Claim by any other Person whenever such Claim arises or
     accrues, including whether or not such Claim arises or accrues at any time
     prior to or after the Expiration Date, and which in all cases include any
     Claim for which Lessor has an obligation to indemnify any Person, or for
     which Lessor otherwise has liability, under SECTION 12.1(a)(i)(B), and

          B.   Lessor shall pay and assume liability for, and does hereby agree
     to indemnify, protect, defend, save and keep harmless each Construction
     Period Participant Indemnitee from and against any and all Claims that may
     be imposed on, incurred by or asserted against any such Construction Period
     Participant Indemnitee (whether because of action or omission by such
     Construction Period Participant Indemnitee), whether or not such Claim is
     covered by any other indemnification under this ARTICLE XII or such
     Construction Period Participant Indemnitee shall also be indemnified as to
     any such Claim by any other Person, and

     (ii) Commencing upon the Base Term Commencement Date, and without
limitation on the rights of any Indemnitee under any other indemnification set
forth in this ARTICLE XII, whether or not any of the transactions contemplated
hereby shall be consummated, Lessee shall pay and assume liability for, and does
hereby agree to indemnify, protect, defend, save and keep harmless each
Indemnitee from and against any and all Claims that may be imposed on, incurred
by or asserted against such Indemnitee (whether because of action or omission by
such Indemnitee), whether or not such Claim



                                       67
<PAGE>

is covered by any other indemnification under this ARTICLE XII or such
Indemnitee shall also be indemnified as to any such Claim by any other Person,
and whether or not such Claim arises or accrues after the Expiration Date,

in each case under this SECTION 12.1(a)(i) or (ii), in any way
arising out of or relating to:

          A.   any of the Operative Documents or any of the transactions
     contemplated thereby or any investigation, litigation or proceeding in
     connection therewith, and any amendment, modification or waiver in respect
     thereof;

          B.   the Leased Property, including the Land, the Improvements or any
     part thereof or interest therein;

          C.   the purchase, mortgaging, design, construction, preparation,
     installation, inspection, delivery, non-delivery, acceptance, rejection,
     purchase, ownership, possession, rental, lease, sublease, repossession,
     maintenance, repair, alteration, modification, addition or substitution,
     storage, transfer of title, redelivery, use, financing, refinancing,
     operation, condition, sale (including, without limitation, any sale or
     other transfer pursuant to the Lease), return or other disposition of all
     or any part of any interest in the Leased Property, or the imposition of
     any Lien (or incurring of any liability to refund or pay over any amount as
     a result of any Lien) thereon, including: (i) Claims or penalties arising
     from any violation of law or in tort (strict liability or otherwise),
     including Claims made by invitees of Lessee or any assignee, or any
     sublessor of either thereof, or by any other person entering on the Leased
     Property, (ii) any Claim resulting from or related to latent or other
     defects, whether or not discoverable, (iii) any Claim resulting from or
     related to the acquisition of the Leased Property or any construction
     thereon (including the Construction) or use thereof, (iv) any Claim based
     upon a violation or alleged violation of the terms of any restriction,
     easement, condition or covenant or other matter affecting title to the
     Leased Property, (v) the making of any Modifications in violation of any
     standards imposed by any insurance policies required to be maintained by
     Lessee pursuant to the Lease which are in effect at any time with respect
     to the Leased Property or any part thereof, (vi) any Claim for patent,
     trademark or copyright infringement, or (vii) Claims arising from any
     public improvements with respect to the Leased Property resulting in any
     change or special assessments being levied against the Leased Property or
     any



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<PAGE>

     plans to widen, modify or realign any street or highway adjacent to the
     Leased Property, or any Claim for utility "tap-in" fees;

          D.   the offer, issuance, sale, transfer or delivery of the
     Certificates and Notes;

          E.   the breach or alleged breach by Lessee, Construction Agent or
     Guarantor of any covenant, representation or warranty made by it or deemed
     made by it in any Operative Document, any Construction Document or any
     certificate delivered by it;

          F.   the transactions contemplated hereby or by any other Operative
     Document, in respect of the application of Parts 4 and 5 of Subtitle B of
     Title I of ERISA and any prohibited transaction described in Section
     4975(c) of the Code;

          G.   the retaining or employment of any broker, finder or financial
     advisor by Lessee, in its individual capacity or as Construction Agent or
     Guarantor to act on its behalf in connection with this Participation
     Agreement; or

          H.   any other agreement entered into or assumed by Lessee including,
     in its capacity as Construction Agent or Guarantor in connection with the
     Leased Property, including the Improvements and the Land or by Lessor in
     the purchase of the Land (including, in connection with each of the matters
     described in this SECTION 12.1 to which this indemnity shall apply, matters
     based on or arising from the negligence of any Indemnitee).

It is expressly understood and agreed that the indemnity provided for herein
shall (i) survive the expiration or termination of and shall be separate and
independent from any remedy under the Lease or any other Operative Document and
(ii) not adversely affect and are in addition to any right to Indemnity under
SECTION 12.1 of the Original Participation Agreement with respect to any Claim
relating to any act, omission or existence of facts existing or arising prior to
the Second Document Closing Date, which shall be deemed to survive for purposes
hereof.

     (b)  EXCLUSIONS FROM INDEMNITIES; LIMITATIONS ON LESSOR INDEMNITIES.

          (i)  Notwithstanding the foregoing provisions of this ARTICLE XII,
     Lessee shall not be obligated to indemnify an Indemnitee under SECTION
     12.1(a)(i) and Lessor shall not be



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<PAGE>

     required or obligated to indemnify a Construction Period Participant
     Indemnitee under SECTION 12.1(a)(ii) for any Claim to the extent that such
     Claim is, or is attributable to: (A) the gross negligence or willful
     misconduct of such Indemnitee; (B) the breach by such Indemnitee of its
     representations and warranties in SECTION 7.1, 7.4 or 7.5 as the case may
     be, or the breach by such Indemnitee of its covenants as set forth in this
     Participation Agreement or in any other Operative Document to which such
     Indemnitee is a party; (C) any Claim resulting from the imposition of any
     Lessor Lien that such Indemnitee is responsible for discharging under the
     Operative Documents; and (D) in respect of any indemnification under
     SECTION 12.1(a)(i), any Claim to the extent such Claim arises as a result
     of a Nonrelated Construction Event; PROVIDED, HOWEVER, that nothing in the
     foregoing clauses (A) through (D) shall be deemed to exclude or limit (x)
     any Claim that Lessor or any Construction Period Participant and any
     Indemnitee may have under any Operative Document or Applicable Laws for
     damages from Lessee for breach by Lessee of its representations, warranties
     or covenants made or deemed made by it in any Operative Document or (y) any
     remedy under or claim for or right to damages pursuant to ARTICLE XVI of
     the Lease.

          (ii) Lessor's obligation to indemnify and hold harmless any
     Construction Period Participant Indemnitee under SECTION 12.1(a)(ii) or Tax
     Indemnitee under SECTION 12.5(a)(ii):

          (A)  is not an individual or personal obligation of Lessor, but solely
     its obligation in its capacity as Lessor, and nothing herein shall be
     construed as creating any liability on Lessor, individually or personally,
     to pay, indemnify or hold harmless any Indemnitee under this ARTICLE XII;

          (B)  is not an obligation binding on Lessor except to the extent of
     any payment received by Lessor pursuant to SECTION 12.1(a)(i) or SECTION
     12.5(a)(ii);

          (C)  shall be paid and discharged solely and exclusively from amounts
     received by Lessor pursuant to SECTION 12.1(a)(i) or SECTION 12.5(a)(ii),
     and it is expressly agreed by each Construction Period Participant
     Indemnitee that the sole recourse of each such Person for payment or
     discharge of the indemnification obligations created under SECTION
     12.1(a)(ii)



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<PAGE>

     shall be to such amounts paid by Lessor pursuant to SECTION 12.1(a)(i); and

          (D)  is the sole and exclusive right of each Construction Period
     Participant Indemnitee against Lessor, and any right to proceed against
     Lessor individually or otherwise under common law, federal or state
     securities laws or otherwise for indemnification or contribution in
     connection with the matters covered by this SECTION 12(a)(ii) or SECTION
     12.5(a)(ii) is hereby expressly waived by each Construction Period
     Participant Indemnitee (other than claims that may be made against Lessor,
     individually or personally, for fraud, gross negligence or willful
     misconduct).

          Except as otherwise set forth in this SECTION 12.1(b), nothing in this
ARTICLE XII is intended as or shall be construed as a limitation on the right of
any Indemnitee to make indemnification, contribution or other claims of any kind
against Lessee, to the extent that such claims otherwise may be made, with
respect to any matter, including indemnification for Claims of the type referred
to in SECTION 12.1(a)(i) and 12.1(a)(ii). To the extent that any payments made
pursuant to SECTION 12.1(a)(i) and SECTION 12.1(a)(ii) are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid by Lessor to a trustee, debtor in possession, receiver or other Person
under any Bankruptcy Law, common law or equitable cause, then to such extent,
the Indemnitee who received any such payments from Lessor (or any portion
thereof) shall repay any such amounts to Lessor, or as may otherwise be directed
by a court of competent jurisdiction.

          The indemnification obligations of Lessor under SECTION 12.1(a)(ii)
shall survive and be reinstated to the same extent, for the same period and in
the same manner as the indemnification obligations of Lessee.

          The right of any Construction Period Participant Indemnitee or Tax
Indemnitee to seek indemnification from Lessor under SECTION 12.1(a)(ii) or
12.5(a)(ii) is subject to and conditioned upon compliance by any such Indemnitee
with the notice, cooperation, appointment of counsel, contest rights and other
provisions in SECTION 12.4, except that any reference in such Sections to Lessee
shall be deemed to be a reference to Lessor.

     Without limiting the foregoing, Lessor hereby, subject to the terms of this
SECTION 12.1(b), grants to each Construction Period



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<PAGE>

Participant Indemnitee and each Tax Indemnitee a nonexclusive assignment of the
right to enforce Lessor's indemnification rights under SECTIONS 12.1(a)(i)(A)
and 12.5(a)(i)(A) with respect to Claims or Impositions of such Construction
Period Participant Indemnitees for which Lessor is indemnified under such
SECTIONS 12.1(a)(i)(A) and 12.5(a)(i)(A). Lessee acknowledges and agrees that
Lessor, (i) has indemnified the Construction Period Participant Indemnitees and
Tax Indemnitees under SECTIONS 12.1(a)(i)(B) and 12.5(a)(i)(B), and (ii) has
granted to such Construction Period Participant Indemnitees a nonexclusive
assignment of the right to enforce Lessor's indemnification rights under such
Sections. Any Claim for indemnification to be made by any Construction Period
Participant Indemnitee by its exercise of the above described nonexclusive
assignment will be brought on behalf of each Construction Period Participant
Indemnitee to be so indemnified by Administrative Agent following a demand by
any such Indemnitee, and solely for purposes of SECTION 12.4 and 12.5(b)
Administrative Agent shall be deemed to be the Indemnitee or Tax Indemnitee as
applicable.

     SECTION 12.2. ENVIRONMENTAL INDEMNITY. Without limitation of the other
provisions of this ARTICLE XII, Lessee hereby agrees to indemnify, hold harmless
and defend each Indemnitee from and against any and all Claims, losses, damages,
liabilities, fines, penalties, charges, administrative and judicial proceedings
(including informal proceedings) and orders, judgments, remedial action,
requirements, enforcement actions of any kind, and all reasonable and documented
costs and expenses incurred in connection therewith (including reasonable and
documented attorneys' and/or paralegals' fees and expenses), including all costs
incurred in connection with any investigation or monitoring of the condition of
the Leased Property or any clean-up, remedial, removal or restoration work by
any Governmental Authority, arising in whole or in part, out of:

          (a)  the presence on, under or around the Leased Property or any
     portion thereof of any Hazardous Substance, or any releases or discharges
     of any Hazardous Substance on, under, from, onto or around the Leased
     Property or any portion thereof,

          (b)  any activity, including, without limitation, construction
     (including construction of the Financed Improvements), carried on or
     undertaken on or off the Leased Property or any portion thereof, and
     whether by Lessee or any of its Affiliates or any predecessor in title or
     any employees, agents, sublessees, contractors or subcontractors



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<PAGE>

     of Lessee, any of its Affiliates or any predecessor in title, or any other
     Persons (including such Indemnitee), in connection with the handling,
     treatment, removal, storage, decontamination, clean-up, transport or
     disposal of any Hazardous Substance that at any time are located or present
     on, under or around, or that at any time migrate, flow, percolate, diffuse
     or in any way move onto or under the Leased Property or any portion
     thereof,

          (c)  loss of or damage to any property or the environment arising
     from, or in any way related to, the Leased Property or Lessee or any of its
     Affiliates (including, without limitation, clean-up costs, response costs,
     remediation and removal costs, cost of corrective action, costs of
     financial assurance, fines and penalties and natural resource damages), or
     death or injury to any Person, and all expenses associated with the
     protection of wildlife, aquatic species, vegetation, flora and fauna, and
     any mitigative action required by or under Environmental Laws, in each case
     arising from, or in any way related to, the Leased Property, Lessee, any of
     its Affiliates or the Overall Transaction or any portion thereof,

          (d)  any claim concerning lack of compliance with Environmental Laws,
     or any act or omission causing an environmental condition that requires
     remediation or would allow any Governmental Authority to record a Lien
     against the Leased Property or any portion thereof, or

          (e)  any residual contamination on or under any of the Leased
     Property, or affecting any natural resources, and any contamination of any
     property or natural resources arising in connection with the generation,
     use, handling, storage, transport or disposal of any such Hazardous
     Substance, in each case arising from, or in any way related to, the Leased
     Property, Lessee, any of its Affiliates, or the Overall Transaction or any
     portion thereof, and irrespective of whether any of such activities were or
     will be undertaken in accordance with Applicable Laws.

     SECTION 12.3. END OF TERM INDEMNITY. If (a) Lessee elects the Sale Option
and (b) after paying to Administrative Agent, for the benefit of the
Participants, any amounts due under ARTICLES XX and XXI of the Lease, the Lease
Balance shall not have been reduced to zero, then Lessee shall promptly pay an
amount equal to the shortfall to Administrative Agent on the Expiration Date to
the extent that an appraisal report conforming to the requirements of this
SECTION 12.3 indicates that such shortfall is due to any of

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<PAGE>

the following events, circumstances or conditions, whether or not permitted
under the Lease: (i) the failure to maintain the Leased Property as required by
the Lease and the other Operative Documents, and in at least as good a condition
as it was in on the Completion Date, ordinary wear and tear excepted; (ii) the
carrying out of or the failure to undertake any improvements or Modifications
(including the Financed Improvements) by Lessee whether or not permitted
pursuant to the Operative Documents, ordinary wear and tear excepted; (iii) any
change or modification to the Approved Plans and Specifications following the
earlier of (x) the Second Document Closing Date and (y) the delivery of the
Approved Plans and Specifications pursuant to SECTION 6.1(o), whether or not
permitted pursuant to the Operative Documents, (iv) the existence of any
environmental condition at or affecting the Leased Property, whether or not such
condition existed on the initial Advance Date; (v) any defect, exception,
easement, restriction or other encumbrance on or title to the Leased Property
within the power of Lessee to control or affect, whether or not created or
existing on the initial Advance Date, (vi) the dependence of the Leased Property
on any improvement or facility not fully located on the Leased Property; (vii)
any restoration or rebuilding carried out by Lessee or any sublessee; (viii) any
use of the Leased Property or any part thereof by Lessee or any sublessee other
than as an office building, or (ix) any other cause or condition within the
power of Lessee to control or affect, other than ordinary wear and tear. For
purposes of making the determination provided for in this SECTION 12.3, Lessor
may request, and Lessee shall thereupon provide not less than 15 Business Days
prior to the consummation of the sale of the Leased Property, at Lessee's sole
cost and expense, a report from an appraiser selected by the Required
Participants and reasonably approved by Lessee, in form and substance
satisfactory to the Required Participants and using approved methods
satisfactory to the Required Participants, concerning the extent to which the
fact that the actual Fair Market Value of the Leased Property as of the
Expiration Date is less than the Fair Market Value anticipated for such date in
the Appraisal is due to any of the factors enumerated in the preceding sentence
hereof.

     SECTION 12.4. PROCEEDINGS IN RESPECT OF CLAIMS. With respect to any amount
that Lessee is requested by an Indemnitee to pay by reason of SECTION 12.1(a) or
12.2, such Indemnitee shall, if so requested by Lessee and prior to any payment,
submit such additional information to Lessee as Lessee may reasonably request
and which is in the possession of such Indemnitee to substantiate properly the
requested payment.

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<PAGE>

     In case any action, suit or proceeding shall be brought against any
Indemnitee, such Indemnitee shall notify Lessee of the commencement thereof, and
Lessee shall be entitled, at its expense, to participate in, and, to the extent
that Lessee desires to, assume and control the defense thereof through its own
counsel, which shall be subject to the reasonable approval of the Required
Participants, on behalf of the Indemnitee; PROVIDED, HOWEVER, that Lessee shall
have acknowledged in writing its obligation to fully indemnify such Indemnitee
in accordance with the terms of the Operative Documents in respect of such
action, suit or proceeding, and, at the request of the Indemnitee, Lessee shall
keep such Indemnitee fully appraised of the status of such action, suit or
proceeding and shall provide such Indemnitee with all information with respect
to such action, suit or proceeding as such Indemnitee shall reasonably request.
Lessee must indicate its election to assume such defense by written notice to
the Indemnitee within ninety (90) days following receipt of Indemnitee's notice
of the Claim, or in the case of a third party claim which requires a shorter
time for response then within such shorter period as specified in the
Indemnitee's notice of Claim, PROVIDED that such Indemnitee has given Lessee
notice thereof. Lessee shall not be entitled to assume and control the defense
of any such action, suit or proceeding if and to the extent that, (A) in the
reasonable opinion of such Indemnitee, (x) such action, suit or proceeding
involves any risk of imposition of criminal liability or any material risk of
imposition of material civil liability on such Indemnitee or will involve a
material risk of the sale, forfeiture or loss of, or the creation of any Lien
(other than a Permitted Lien) on the Leased Property or any part thereof unless,
in the case of civil liability, Lessee shall have posted a bond or other
security reasonably satisfactory to the relevant Indemnitees in respect to such
risk or (y) the control of such action, suit or proceeding would involve an
actual or potential conflict of interest, (B) such proceeding involves Claims
not fully indemnified by Lessee which Lessee and the Indemnitee have been unable
to sever from the indemnified Claim(s), or (C) an Event of Default has occurred
and is continuing. The Indemnitee may participate in a reasonable manner at its
own expense and with its own counsel in any proceeding conducted by Lessee in
accordance with the foregoing. Lessee shall not enter into any settlement or
other compromise with respect to any Claim which is entitled to be indemnified
under SECTION 12.1 or 12.2, as applicable, without the prior written consent of
the Indemnitee, which consent shall not be unreasonably withheld or delayed in
the case of a money settlement not involving an admission of liability of such
Indemnitee.


                                       75
<PAGE>

     Each Indemnitee shall supply Lessee with such information and documents
reasonably requested by Lessee as are necessary or advisable for Lessee to
participate in any action, suit or proceeding to the extent permitted by SECTION
12.1 or 12.2, as applicable, and Lessee shall reimburse the Indemnitee for the
reasonable out-of-pocket expenses of supplying such information and documents.
Unless an Event of Default shall have occurred and be continuing, no Indemnitee
shall enter into any settlement or other compromise with respect to any Claim
which is entitled to be indemnified under SECTION 12.1 or 12.2, as applicable,
without the prior written consent of Lessee, which consent shall not be
unreasonably withheld, unless such Indemnitee waives its right to be indemnified
under SECTION 12.1 or 12.2, as applicable, with respect to such Claim, does not
admit any criminal liability or civil liability on behalf of Lessee in
connection with such Claim, and uses reasonable efforts to advise Lessee on the
status of proceedings from time to time during the pendency of such Claim.

     Upon payment in full of any Claim by Lessee pursuant to SECTION 12.1 or
12.2, as applicable, to or on behalf of an Indemnitee, Lessee, without any
further action, shall be subrogated to any and all claims that such Indemnitee
may have relating thereto (other than claims in respect of insurance policies
maintained by such Indemnitee at its own expense), and such Indemnitee shall
execute such instruments of assignment and conveyance, evidence of claims and
payment and such other documents, instruments and agreements as may be necessary
to preserve any such claims and otherwise cooperate with Lessee and give such
further assurances as are necessary or advisable to enable Lessee vigorously to
pursue such claims.

     Any amount payable to an Indemnitee pursuant to SECTION 12.1 or 12.2 shall
be paid to such Indemnitee promptly upon receipt of a written demand therefor
from such Indemnitee, accompanied by a written statement describing in
reasonable detail the basis for such indemnity and the computation of the amount
so payable.

     SECTION 12.5. GENERAL TAX INDEMNITY.

          (a)  INDEMNIFICATION.

          (i)  Prior to the Base Term Commencement Date and without limitation
     on the rights of any Indemnitee under any other indemnification set forth
     in this ARTICLE XII:

          A.   Lessee shall pay and assume liability for, and does hereby agree,
     whether or not any of the transactions



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<PAGE>

     contemplated hereby shall be consummated, to indemnify, protect, defend and
     hold harmless Lessor from and against, all Impositions on an After Tax
     Basis; and

          B.   Lessor shall pay and assume liability for, and does hereby agree
     to indemnify, protect, defend and hold harmless each Construction Period
     Participant Indemnitee from and against, any and all Impositions on an
     After Tax Basis; and

          (ii) Commencing upon the Base Term Commencement Date, and without
     limitation on the rights of any Indemnitee under any other indemnification
     set forth in this ARTICLE XII, Lessee shall pay and assume liability for,
     and does hereby agree to indemnify, protect, defend and hold harmless, each
     Tax Indemnitee and the Leased Property from and against any and all
     Impositions on an After Tax Basis.

     (b)  CONTESTS. If any claim shall be made against any Tax Indemnitee or if
any proceeding shall be commenced against any Tax Indemnitee (including a
written notice of such proceeding) for any Imposition as to which Lessee may
have an indemnity obligation pursuant to this SECTION 12.5, or if any Tax
Indemnitee shall determine that any Imposition for which Lessee may have an
indemnity obligation pursuant to this SECTION 12.5 may be payable, such Tax
Indemnitee shall promptly (and in any event, within thirty (30) days) notify
Lessee in writing (PROVIDED that failure to so notify Lessee within thirty (30)
days shall not alter such Tax Indemnitee's rights under this SECTION 12.5,
except to the extent such failure precludes or materially adversely affects the
ability to conduct a contest of any indemnified Taxes) and shall not take any
action with respect to such claim, proceeding or Imposition without the written
consent of Lessee (such consent not to be unreasonably withheld or unreasonably
delayed) for thirty (30) days after the receipt of such notice by Lessee;
PROVIDED, HOWEVER, that in the case of any such claim or proceeding, if such Tax
Indemnitee shall be required by law or regulation to take action prior to the
end of such 30-day period, such Tax Indemnitee shall in such notice to Lessee,
so inform Lessee, and such Tax Indemnitee shall not take any action with respect
to such claim, proceeding or Imposition without the consent of Lessee (such
consent not to be unreasonably withheld or unreasonably delayed) for ten (10)
days after the receipt of such notice by Lessee, unless the Tax Indemnitee shall
be required by law or regulation to take action prior to the end of such 10-day
period, in which case Tax Indemnitee shall promptly notify Lessee.


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<PAGE>

     Lessee shall be entitled for a period of thirty (30) days from receipt of
such notice from the Tax Indemnitee (or such shorter period as the Indemnitee
has notified Lessee is required by law or regulation for the Tax Indemnitee to
commence such contest), to request in writing that such Tax Indemnitee contest
such Imposition, at Lessee's expense. If (x) such contest can be pursued in the
name of Lessee and independently from any other proceeding involving an
Imposition for which Lessee has not agreed to indemnify such Tax Indemnitee, (y)
such contest must be pursued in the name of the Tax Indemnitee, but can be
pursued independently from any other proceeding involving an Imposition for
which Lessee has not agreed to indemnify such Tax Indemnitee or (z) the Tax
Indemnitee so requests, then Lessee shall be permitted to control the contest of
such claim PROVIDED, that in order to take control of the contest, Lessee must
first acknowledge in writing its obligation to indemnify for the Imposition
which is the subject of the contest if the outcome thereof is adverse, and
PROVIDED, FURTHER, that in determining the application of CLAUSES (x) and (y) of
the preceding sentence, each Tax Indemnitee shall take any and all reasonable
steps to segregate claims for any Taxes for which Lessee indemnifies hereunder
from Taxes Lessee is not obligated to indemnify hereunder, so that Lessee can
control the contest of the former. In all other claims requested to be contested
by Lessee, the Tax Indemnitee shall control the contest of such claim, acting
through counsel reasonably acceptable to Lessee. In no event shall Lessee be
permitted to contest (or the Tax Indemnitee required to contest) any claim (A)
if such Tax Indemnitee provides Lessee with a legal opinion of independent
counsel that such action, suit or proceeding involves a material risk of
imposition of criminal liability or will involve a material risk of the sale,
forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien)
on the Leased Property or any part thereof unless Lessee shall have posted and
maintained a bond or other security reasonably satisfactory to the relevant Tax
Indemnitee in respect to such risk, (B) if an Event of Default has occurred and
is continuing, unless Lessee shall have posted and maintained a bond or other
security reasonably satisfactory to the relevant Tax Indemnitee in respect of
the Impositions subject to such claim and all expenses for which Lessee is
responsible hereunder reasonably foreseeable in connection with the contest of
such claim, (C) unless Lessee shall have agreed to pay and shall pay to such Tax
Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses
that such Tax Indemnitee may incur in connection with contesting such
Imposition, including all reasonable legal, accounting and investigatory fees
and disbursements, or (D) if such contest shall involve the payment of the
Impositions prior to the contest, unless Lessee shall provide to the Tax
Indemnitee an



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interest-free advance in an amount equal to the Imposition that the Tax
Indemnitee is required to pay (with no additional net after-tax costs (including
Taxes) to such Tax Indemnitee). In addition, for Tax Indemnitee-controlled
contests and claims contested in the name of the Tax Indemnitee in a public
forum, no contest shall be required: (A) unless, in the case of an income tax,
the amount of the potential indemnity (taking into account all similar or
logically related claims that have been or could be raised in any audit
involving such Indemnitee for which Lessee may be liable to pay an indemnity
under this SECTION 12.5) exceeds $50,000 and (B) unless, if requested by the Tax
Indemnitee, Lessee shall have provided to the Indemnitee an opinion of counsel
selected by Lessee (which may be in-house counsel, except that in the case of
income taxes indemnified hereunder such opinion shall be that of independent tax
counsel selected by the Tax Indemnitee and reasonably acceptable to Lessee) that
a reasonable basis exists to contest such claim. In no event shall a Tax
Indemnitee be required to appeal an adverse judicial determination to the United
States Supreme Court.

     The party conducting the contest shall consult in good faith with the other
party and its counsel with respect to the contest of such claim for Impositions
(or claim for refund) but the decisions regarding what actions to be taken shall
be made by the controlling party in its sole judgment, PROVIDED, HOWEVER, that
if the Tax Indemnitee is the controlling party and Lessee recommends the
acceptance of a settlement offer made by the relevant Governmental Authority and
such Tax Indemnitee rejects such settlement offer then the amount for which
Lessee will be required to indemnify such Tax Indemnitee with respect to the
Taxes subject to such offer shall not exceed the amount which it would have owed
if such settlement offer had been accepted. In addition, the controlling party
shall keep the noncontrolling party reasonably informed as to the progress of
the contest, and shall provide the noncontrolling party with a copy of (or
appropriate excerpts from) any reports or claims issued by the relevant auditing
agent or taxing authority to the controlling party thereof, in connection with
such claim or the contest thereof.

     Each Tax Indemnitee shall supply Lessee with such information and documents
reasonably requested by Lessee as are necessary or advisable for Lessee to
participate in any action, suit or proceeding to the extent permitted by this
SECTION 12.5(b), and Lessee shall promptly reimburse such Tax Indemnitee for the
reasonable out-of-pocket expenses of supplying such information and documents.
Unless an Event of Default shall have occurred and be continuing, no Tax
Indemnitee shall enter into any settlement or

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<PAGE>

other compromise or fail to appeal an adverse ruling with respect to any claim
which is entitled to be indemnified under this SECTION 12.5 (and with respect to
which contest is required under this SECTION 12.5(b)) without the prior written
consent of Lessee (such consent not to be unreasonably withheld), unless such
Tax Indemnitee waives its right to be indemnified under this SECTION 12.5 with
respect to such claim.

     Notwithstanding anything contained herein to the contrary, a Tax Indemnitee
will not be required to contest (and Lessee shall not be permitted to contest) a
claim with respect to any Imposition if (i) such Tax Indemnitee shall waive its
right to indemnification under this SECTION 12.5 with respect to such claim (and
any claim with respect to such year or any other taxable year, the contest of
which is materially adversely affected as a result of such waiver) or (ii) such
Imposition is the sole result of a claim of a continuing and consistent nature,
which claim has previously been resolved against the relevant Tax Indemnitee
(unless a change in law or facts has occurred since such prior adverse
resolution and Lessee provides an opinion of independent tax counsel to the
effect that it is more likely than not that such change in law or facts will
result in a favorable resolution of the claim at issue).

     (c)  PAYMENTS. (i) TO, OR FOR THE ACCOUNT OF, A TAX INDEMNITEE. Any
Imposition indemnifiable under this SECTION 12.5 shall be paid directly when due
to the applicable taxing authority if direct payment is practicable and
permitted. If direct payment to the applicable taxing authority is not permitted
or is otherwise not made, any amount payable to Tax Indemnitee pursuant to this
SECTION 12.5 shall be paid within thirty (30) days after receipt of a written
demand therefor from such Tax Indemnitee (accompanied by a written statement
describing in reasonable detail the amount so payable), but not before two
Business Days prior to the date that the relevant Taxes are due. Any payments
made to a Tax Indemnitee pursuant to this SECTION 12.5 shall be made directly to
the Tax Indemnitee entitled thereto in immediately available funds at such bank
or to such account as specified by the Tax Indemnitee in written directions to
Lessee, or, if no such direction shall have been given, by check of Lessee
payable to the order of the Tax Indemnitee by certified mail, postage prepaid at
its address as set forth in this Participation Agreement. Upon the request of
any Tax Indemnitee with respect to an Imposition that Lessee is required to pay
directly to the taxing authority, Lessee shall furnish to such Tax Indemnitee
the original or a certified copy of a receipt for Lessee's payment of such
Imposition or such other evidence of payment as is reasonably acceptable to such
Tax Indemnitee.



                                       80
<PAGE>

     (ii) TO LESSEE. (x) If any Tax Indemnitee shall actually realize a Tax
benefit (whether by way of deduction, credit, allocation or apportionment or
otherwise) with respect to a Tax not indemnifiable hereunder which would not
have been realized but for any Tax with respect to which Lessee has reimbursed
or indemnified such Tax Indemnitee pursuant to the Operative Documents, which
benefit was not previously taken into account in determining the amount of
Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to Lessee
an amount equal to the amount of such Tax benefit, increased by any actual Tax
savings realized by such Tax Indemnitee and net of any additional Taxes actually
borne by such Tax Indemnitee as a result of such payment (I.E., on a "GROSSED-UP
BASIS"); PROVIDED, HOWEVER, that no payment shall be made as long as an Event of
Default is continuing; PROVIDED, FURTHER, however, that no Tax Indemnitee shall
be required to pay to Lessee any Tax benefit to the extent such payment would be
greater than the amount of such Taxes in respect of which the reimbursement or
indemnification was paid by Lessee, reduced by all prior payments by such Tax
Indemnitee under this SECTION 12.5(c)(ii)(x) in respect of such amount; any
payment to Lessee which is so limited shall, to the extent of such unpaid
excess, be carried over and shall be available to offset any future obligations
of Lessee under this SECTION 12.5. If such repaid Tax benefit is thereafter
lost, the additional Tax payable shall be treated as a Tax indemnifiable
hereunder without regard to the exclusions set forth in clauses (i) through (ix)
of the definition of Impositions.

          (y)  Upon receipt by a Tax Indemnitee of a refund or credit of all or
part of any Taxes paid or indemnified against by Lessee, which refund or credit
was not previously taken into account in determining the amount of Lessee's
payment to such Tax Indemnitee, such Tax Indemnitee shall pay to Lessee, on a
Grossed-Up Basis, an amount equal to the amount of such refund or credit, plus
any interest received by or credited to such Tax Indemnitee with respect to such
refund; PROVIDED, HOWEVER, that no such payment shall be made as long as an
Event of Default is continuing; PROVIDED, FURTHER, however, that no Tax
Indemnitee shall be required to pay to Lessee any refund or credit to the extent
such refund or credit is greater than the amount of Taxes in respect of which
payment or indemnification was made by Lessee, reduced by all prior payments by
such Tax Indemnitee under this SECTION 12.5(c)(ii)(y) in respect of such amount.
If such repaid refund or credit is thereafter lost, the additional Tax payable
shall be treated as a Tax indemnifiable hereunder without regard to the
exclusions set forth in clauses (i) through (ix) of the definition of
Impositions.



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          (z)  The Tax Indemnitee will, at Lessee's expense, pursue refunds and
tax benefits that would result in any such payments to Lessee, but only if the
Tax Indemnitee has been notified in writing by Lessee that such refunds or tax
benefits are available and should be pursued.

     (d)  REPORTS. In the case of any report, return or statement required to be
filed with respect to any Impositions that are subject to indemnification under
this SECTION 12.5 and of which Lessee has knowledge, Lessee shall promptly
notify the Tax Indemnitee of such requirement and, at Lessee's expense (i) if
Lessee is permitted (unless otherwise requested by the Tax Indemnitee) by
Applicable Laws, timely file such report, return or statement in its own name or
(ii) if such report, return or statement is required to be in the name of or
filed by such Tax Indemnitee or the Tax Indemnitee otherwise requests that such
report, return or statement be filed in the name of or by such Tax Indemnitee,
Lessee shall prepare such report, return or statement for filing by such Tax
Indemnitee in such manner as shall be reasonably satisfactory to such Tax
Indemnitee and send the same to the Tax Indemnitee for filing no later than ten
(10) days prior to the due date therefor. In any case in which the Tax
Indemnitee will file any such report, return or statement, Lessee shall, upon
written request of such Tax Indemnitee, provide such Tax Indemnitee with such
information as is reasonably necessary to allow the Tax Indemnitee to file such
report, return or statement.

     (e)  WITHHOLDING TAXES.

          (i)  Lessor or its agent shall withhold any Taxes required by
     Applicable Laws to be withheld on any payment to any Participant, except to
     the extent that the Participant has furnished such information to Lessor or
     its agent as shall be sufficient under Applicable Laws to entitle such
     Person to an exemption from withholding Taxes. The amount payable to
     Lessor, any Participant or any Sub-Participant shall be reduced by the
     amount of any withholding Taxes required to be withheld by Lessor or its
     agent pursuant to the preceding sentence and, except to the extent set
     forth in SECTION 13.3, Lessee and Lessor shall have no liability or
     obligation to the Participants with respect to any such withholding Taxes.
     In accepting and carrying out its duties with respect to withholding Taxes
     pursuant to this SECTION 12.5(e), Lessor shall act as the duly authorized
     agent of Lessee to act on behalf of Lessee under the withholding provisions
     of Chapter 3 of the Code. Lessee shall file notice of such appointment in
     accordance with applicable Treasury regulations order Code



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     Section 1441. Such agency shall terminate in the event that Applicable Laws
     are amended so as to release Lessee of the obligation to withhold Taxes
     with respect to payments made by Lessee to Lessor under the Lease and in
     any event upon termination or expiration of the Lease.

          (ii) If and to the extent Lessor or its agent has in good faith
     attempted to comply with its obligation to withhold Taxes in accordance
     with CLAUSE (i) and a claim regarding withholding Taxes is made against
     Lessor or its agent, as between Lessee and Lessor (or its agent), Lessee
     shall be responsible for, and Lessee shall indemnify and hold harmless
     Lessor (and its agent) (without duplication of any indemnification required
     by SUBSECTION (a)) on an After Tax Basis against, such claim to the extent,
     but only to the extent, Lessor or its agent has actually paid funds to a
     taxing authority with respect to such withholding taxes or receives a
     demand for such payment from any taxing authority, but subject to the
     provisions of SECTION 12.5(b).

          (iii) Each Participant agrees to reimburse Lessor or its agent for any
     withholding Taxes for which Lessor or its agent becomes liable and to
     reimburse Lessee for any Taxes other than those for which Lessee is liable
     pursuant to SECTION 13.3 or other amounts paid by Lessee pursuant to CLAUSE
     (ii) hereof.

          (iv) For purposes of determining whether withholding Taxes apply to
     payments under the Lease, it shall be assumed that the Lease constitutes a
     loan for United States Federal income tax purposes (as is the parties'
     intention).

     SECTION 12.6. GROSS UP. If an Indemnitee shall not be entitled to a
corresponding and equal deduction with respect to any payment or Tax which
Lessee is required to pay or reimburse under any other provision of this ARTICLE
XII (each such payment or reimbursement under this ARTICLE XII, an "original
payment") and which original payment constitutes income to such Indemnitee when
accrued or received, then Lessee shall pay to, or for the account of, such
Indemnitee on demand the amount of such original payment on an After Tax Basis.


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                                  ARTICLE XIII
                        CONTINGENT LIBOR AND OTHER COSTS

     SECTION 13.1. LIBO RATE LENDING UNLAWFUL. If any Participant shall
determine (which determination shall, upon notice thereof to Lessee and the
Participants, be conclusive and binding on Lessee) that any change in or in the
interpretation of any law after the date hereof makes it unlawful, or any
central bank or other Governmental Authority asserts that it is unlawful, for
such Participant to make available, continue or maintain any Loan or Certificate
Amount that bears Interest or Yield based upon the LIBO Rate, as the case may
be, the obligation of such Participant to make available, continue or maintain
any such Loan or Certificate Amount, as the case may be, shall, upon such
determination, forthwith be suspended until such Participant shall notify Lessee
and Lessor that the circumstances causing such suspension no longer exist and,
to the extent required by any such introduction of or change in or in the
interpretation of any law, all Loans or Certificate Amounts, as the case may be,
of such Participant shall automatically bear Interest or accrue Yield at the
Alternate Base Rate either (a) on the last day of the then current Interest
Period applicable to such Loan or Certificate Amount, as the case may be, if
such Participant may lawfully continue to maintain and fund such Loan or
Certificate Amount, or (b) immediately if such Participant shall determine that
it may not lawfully continue to maintain and fund such Loan or Certificate
Amount, as the case may be, to such day thereto or sooner, if required by such
law or assertion.

     SECTION 13.2. DEPOSITS UNAVAILABLE. If after the date hereof the
Administrative Agent shall have determined, in good faith, that for any reason:

     (a)  Dollar deposits in the relevant amount and for the relevant Interest
Period are not available to Participants in the relevant market; or

     (b)  adequate and reasonable means do not exist for ascertaining the LIBO
Rate applicable to Participants' Loans or Certificate Amounts or that the LIBO
Rate applicable to Loans or Certificate Amounts for any Interest Period does not
adequately and fairly reflect the cost to Participants of funding any Loan or
Certificate Amount,

then, upon notice from Administrative Agent to Lessee and the other
Participants, (i) the obligations of the Participants to make available Loans or
Certificate Amounts, as the case may be, shall be suspended and (ii) each
outstanding Loan or Certificate Amount,

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as the case may be, shall begin to bear Interest or accrue Yield at the
Alternate Base Rate on the last day of the then current Interest Period
applicable thereto.

     SECTION 13.3. INCREASED COSTS, ETC. (a) If any Participant reasonably
determines that, after the date hereof, any change in, or the adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or
regulation, directive, guideline, decision or request (whether or not having the
force of law) of any court, central bank, regulator or other Governmental
Authority increases or would increase the cost to any Participant (including
cost increase through the establishment or increase by the FRB of any reserve
requirements) of, or reduces or would reduce the amount of any sum receivable
by, such Participant in respect of, making available, continuing or maintaining
(or of its obligation to make available, continue or maintain) or prevents or
would prevent any Participant from being legally entitled to a complete
exemption from withholding as described in SECTION 11.3 with respect to, any
Loans or Certificate Amounts, as the case may be, Lessee agrees to reimburse
such Participant for each such increased cost or reduced amount when applicable
to such Participant or its parent, as applicable (on an After Tax Basis). Such
Participant shall promptly notify Lessor and Lessee in writing of the occurrence
of any such event, such notice to state, in reasonable detail, the reasons
therefor and the calculation of the additional amount required fully to
compensate such Participant for such increased cost or reduced amount. Such
additional amounts shall be payable by Lessee as Supplemental Rent directly to
such Participant within five (5) days of its receipt of such notice. A statement
of a Participant as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall, in the absence of manifest
error, be conclusive and binding on Lessee; PROVIDED, HOWEVER, that upon
request, Lessee shall be entitled to review and verify non-confidential
information of any Participant related to the determinations set forth in such
statement of such Participant and discuss such non-confidential information and
determinations with such Participant. In determining such amount, each
Participant shall use any method of averaging or attribution that it (in its
reasonable discretion) shall deem applicable.

     (b)  Lessee shall pay to each Participant, as long as such Participant
shall be required under regulations of the FRB to maintain reserves with respect
to liabilities or assets consisting of or including Eurocurrency funds or
deposits, additional costs on the unpaid principal amount of each such
Participant's Loan or the Certificate Amount of such Participant's Certificate,
as applicable, equal to the actual costs of such reserves allocated to



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<PAGE>

such Loan by the Participant (as determined by the Participant in good faith,
which determination shall be conclusive in the absence of manifest error), which
additional costs amount shall be payable on each Payment Date as Supplemental
Rent, provided that Lessee shall have received at least 15 days prior written
notice of such additional costs from such Participant. If a Participant fails to
give notice 15 days prior to the relevant Payment Date, such Supplemental Rent
shall be payable 15 days from the Lessee's receipt of such notice. A statement
of such Participant as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall be presumed correct and binding
on Lessee absent manifest error; PROVIDED, HOWEVER, that upon request, Lessee
shall be entitled to review and verify non-confidential information of any
Participant related to the determinations set forth in such statement of such
Participant and discuss such non-confidential information and determinations
with such Participant. In determining such amount, such Participant shall use
its standard practice in determining such amount, and, in the absence of such
standard practice, may use any reasonable method of averaging and attribution
that it shall deem applicable.

     SECTION 13.4. FUNDING LOSSES. In the event any Participant shall incur any
loss or out-of-pocket expense (including any Break Costs, any loss or
out-of-pocket expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Participant to make available, continue
or maintain any portion of the principal amount of any Loan or Certificate
Amount, as the case may be and any fees payable to terminate the deposits from
which such funds were obtained) as a result of:

     (a)  any conversion or repayment or prepayment of the principal amount of
any Loans or Certificate Amounts, as the case may be, on a date other than the
scheduled last day of the Interest Period applicable thereto; or

     (b)  any Loans or Certificate Amounts, as the case may be, not being made
in accordance with the Advance Request therefor (unless such failure to make
such Loans or fund such Certificate Amounts, as the case may be, constitutes a
breach by the applicable Participant of its obligations under ARTICLE III),

then, upon the written notice of such Participant to Lessee (with a copy to
Lessor), Lessee shall, within five (5) days of its receipt thereof, pay directly
to such Participant as Supplemental Rent such amount (determined on the basis of
such Participant's standard practices) as will reimburse such Participant for
such loss or out-of-pocket expense (excluding loss of the Applicable

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<PAGE>

Certificate Holder Margin and Applicable Lender Margin). Such written notice
(which shall include calculations in sufficiently reasonable detail to indicate
the incurrence and amount of such loss and out-of-pocket expense) shall be
presumed correct and binding on Lessee absent manifest error.

     SECTION 13.5. INCREASED CAPITAL COSTS. If, after the date hereof, any
change in, or the adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other Governmental Authority affects or would affect the amount of capital
required or expected to be maintained by any Participant or any Person
controlling such Participant, and such Participant reasonably determines that
the rate of return on its or such controlling Person's capital as a consequence
of its Commitment or the Loans or Certificate Amounts, as the case may be, made
available by such Participant is reduced to a level below that which such
Participant or such controlling Person could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from
time to time by such Participant to Lessee, Lessee shall immediately pay
directly to such Participant or such controlling Persons, as Supplemental Rent,
additional amounts sufficient to compensate such Participant or such controlling
Persons for such reduction in rate of return. A statement of such Participant as
to any such additional amount or amounts (including calculations thereof in
reasonable detail) shall be presumed correct and binding on Lessee absent
manifest error; PROVIDED, HOWEVER, that upon request, Lessee shall be entitled
to review and verify non-confidential information of any Participant related to
the determinations set forth in such statement of such Participant and discuss
such non-confidential information and determinations with such Participant. In
determining such amount, such Participant shall use its standard practice in
determining such amount, and, in the absence of such standard practice, may use
any reasonable method of averaging and attribution that it shall deem
applicable.

     SECTION 13.6. AFTER TAX BASIS. Lessee shall pay all amounts owing under
this ARTICLE XIII on an After Tax Basis.

     SECTION 13.7. FUNDING OFFICE. If Lessee is required to pay additional
amounts to or for the account of any Participant pursuant to SECTIONS 13.1, 13.2
or 13.3, to the extent applicable, then such Participant will agree to use
reasonable efforts to change the jurisdiction of its Applicable Lending Office
so as to eliminate or reduce any such additional payment which may



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thereafter accrue if such change, in the reasonable judgment of such
Participant, is not otherwise disadvantageous to such Participant.


                                   ARTICLE XIV
              LIMITATION ON RECOURSE LIABILITY DURING INTERIM TERM

     Notwithstanding any other provision set forth in this Participation
Agreement or any of the other Operative Documents, in the event of the
occurrence of a Construction Agency Event of Default at any time following the
Second Document Closing Date but prior to the Base Term Commencement Date
neither Lessee nor Construction Agent shall be required to pay more than the
Construction Recourse Amount on a recourse basis with respect to any damages
(which shall include Construction Breakage Costs and amounts payable by
Construction Agent as Default Completion Costs) which relate to or arise from
any such Construction Agency Event of Default; provided, however, that the
foregoing limitation shall not apply (i) with respect to any Full Recourse
Construction Period Event of Default, (ii) with respect to the rights of parties
to seek all damages, without regard to such limitation, from the proceeds of the
Leased Property or any other TeleTech Collateral or (iii) to any Claim for
indemnity under Article XII.


                                   ARTICLE XV
                                  MISCELLANEOUS

     SECTION 15.1. SURVIVAL OF AGREEMENTS. The representations, warranties,
covenants, indemnities and agreements of the parties provided for in the
Operative Documents, and the parties' obligations under any and all thereof,
shall survive the execution and delivery and the termination or expiration of
this Participation Agreement and any of the other Operative Documents, the
transfer of the interest in the Leased Property as provided herein or in any
other Operative Documents (and shall not be merged into any deed, ground lease
or any other conveyance or transfer document), any disposition of any interest
of Lessor in the Leased Property, the purchase and sale of the Notes or
Certificates, payment therefor and any disposition thereof, and shall be and
continue in effect notwithstanding any investigation made by any party hereto or
to any of the other Operative Documents and the fact that any such party may
waive compliance with any of the other terms, provisions or conditions of any of
the Operative Documents.

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<PAGE>

     SECTION 15.2. NO BROKER, ETC. Except for Lessee's dealing with Security
Pacific Leasing Corporation, as Arranger, each of the parties hereto represents
to the others that it has not retained or employed any arranger, broker, finder
or financial advisor to act on its behalf in connection with this Participation
Agreement, nor has it authorized any arranger, broker, finder or financial
adviser retained or employed by any other Person so to act, nor has it incurred
any fees or commissions to which Lessor, Administrative Agent or any Participant
might be subjected by virtue of their entering into the Overall Transaction. Any
party who is in breach of this representation shall indemnify and hold the other
parties harmless from and against any liability arising out of such breach of
this representation.

     SECTION 15.3. NOTICES. Unless otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be deemed to have been duly given and shall be effective: (i) in
the case of notice by letter, the earlier of when delivered to the addressee by
hand or courier if delivered on a Business Day and, if not delivered on a
Business Day, the first Business Day thereafter or on the third Business Day
after depositing the same in the mails, registered or certified mail, postage
prepaid, return receipt requested, (ii) in the case of a prepaid delivery to a
reputable national overnight air courier service, on the Business Day following
such date of delivery, and (iii) in the case of notice by facsimile or bank
wire, when receipt is confirmed if delivered on a Business Day and, if not
delivered on a Business Day, the first Business Day thereafter, addressed as
provided on SCHEDULE III hereto, or to such other address as any of the parties
hereto may designate by written notice.

     SECTION 15.4. COUNTERPARTS. This Participation Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     SECTION 15.5. AMENDMENTS. The Operative Documents or any of the terms
thereof may be terminated (except as specifically contemplated herein), amended,
supplemented, waived or modified only with the written agreement or consent of
Lessor, Administrative Agent, Lessee and the Required Participants; PROVIDED,
HOWEVER, that SECTION 15.18 hereof may not be terminated, amended, supplemented,
waived or modified without the written agreement or consent of the Arranger; and
PROVIDED, FURTHER, that such termination, amendment, supplement, waiver or
modification shall require the written agreement or consent of each Participant



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(or, in the case of CLAUSE (b) below, each Certificate Holder) if such
termination, amendment, supplement, waiver or modification would:

          (a)  modify any of the provisions of this SECTION 15.5, change the
     definition of "Required Participants" or modify or waive any provision of
     an Operative Document requiring action by each Participant;

          (b)  change the definition of "Required Certificate Holders" or modify
     or waive any provision of an Operative Document requiring action by each
     Certificate Holder;

          (c)  amend, modify, waive or supplement any of the provisions of
     SECTIONS 4.1, 4.2, or 5.3 hereof or Section 2.5, 2.6, 2.7 or 2.8 of the
     Loan Agreement;

          (d)  reduce, modify, amend or waive any fees or indemnities in favor
     of any Participant, including without limitation amounts payable pursuant
     to ARTICLE XII (except that any Person may consent to any reduction,
     modification, amendment or waiver of any indemnity payable to it);

          (e)  modify, postpone, reduce or forgive, in whole or in part, any
     payment of Rent (other than pursuant to the terms of the Operative
     Documents), any Loan or Certificate Amount, the Lease Balance, the Loan
     Balance, Sale Option Recourse Amount, Construction Recourse Amount, the
     Lessee Funding Amount, any Fees, amounts due pursuant to Section 20.2 of
     the Lease, Interest or Yield (except that any Person may consent to any
     modification, postponement, reduction or forgiveness of any payment of any
     Commitment Fee payable to it) or, subject to CLAUSE (c) above, any other
     amount payable under the Lease or this Participation Agreement, or modify
     the definition or method of calculation of any Rent (other than pursuant to
     the terms of the Operative Documents), Loans or Certificate Amounts, Lease
     Balance, Loan Balance, Certificate Balance, Sale Option Recourse Amount,
     Construction Recourse Amount, Construction Costs, Estimated Contract Costs,
     any Fees, Participant Balance or any other definition which would affect
     the amounts advanced or which are payable under the Operative Documents;

          (f)  consent to any assignment of the Lease by Lessee, releasing
     Lessee from its obligations in respect of the payments of Rent, Loan
     Balance, Certificate Balance or Lease



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     Balance or changing the absolute and unconditional character of such
     obligations; or

          (g)  release of any Lien granted by Lessee or Lessor under the
     Operative Documents, except as provided in the Operative Documents.

     SECTION 15.6. HEADINGS, ETC. The Table of Contents and headings of the
various Articles and Sections of this Participation Agreement are for
convenience of reference only and shall not modify, define, expand or limit any
of the terms or provisions hereof.

     SECTION 15.7. PARTIES IN INTEREST. Except as expressly provided in SECTION
11.1 or elsewhere herein, none of the provisions of this Participation Agreement
is intended for the benefit of any Person except the parties hereto. Lessee
shall not assign or transfer any of its rights or obligations under the
Operative Documents without the prior written consent of the Required
Participants. Except as provided in SECTION 9.1(b) and (c), Lessor shall not
assign or transfer any of its rights or obligations under the Operative
Documents without the prior written consent of Lessee and the Required
Participants.

     SECTION 15.8. GOVERNING LAW. THIS PARTICIPATION AGREEMENT SHALL IN ALL
RESPECTS BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF COLORADO WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES.

     SECTION 15.9. SEVERABILITY. Any provision of this Participation Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     SECTION 15.10. LIABILITY LIMITED. No Participant shall have any obligation
to any other Participant or to Lessee, Guarantor, Lessor or Administrative Agent
with respect to the Overall Transaction, except those obligations of such
Participant expressly set forth in the Operative Documents, including any
liability any such Participant may have with respect to any inaccuracy or breach
of the representations and warranties of such Participant expressly set forth
herein, or except as set forth in the instruments delivered in connection
therewith, and no Participant shall be liable for performance by any other party
hereto of such other



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party's obligations under the Operative Documents, except as otherwise so set
forth.

     SECTION 15.11. SUBMISSION TO JURISDICTION. Each party hereto irrevocably
and unconditionally:

          (a)  submits for itself and its property in any legal action or
proceeding relating to this Participation Agreement or any other Operative
Document, or for recognition and enforcement of any judgment in respect thereof,
to the non-exclusive general jurisdiction of the United States District Court
for the District of Colorado, and appellate courts from any thereof;

          (b)  consents that any such action or proceedings may be brought to
such courts, and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

          (c)  agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such party at its
address set forth on SCHEDULE III or at such other address of which the other
parties hereto shall have been notified pursuant to SECTION 15.3; and

          (d)  agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction.

     SECTION 15.12. WAIVER OF JURY TRIAL. THE PARTIES HERETO VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY OF THE PARTIES HERETO AND THERETO. THE PARTIES HERETO HEREBY AGREE THAT THEY
WILL NOT SEEK TO CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN
WHICH A JURY TRIAL HAS NOT OR CANNOT BE WAIVED. THE PROVISIONS OF THIS SECTION
15.12 HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO
NO EXCEPTIONS. LESSEE AND GUARANTOR EACH ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER OPERATIVE DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTICIPANTS ENTERING INTO THIS
PARTICIPATION AGREEMENT AND EACH OTHER OPERATIVE DOCUMENT.



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     SECTION 15.13. CONFIDENTIALITY. Each party hereto agrees to take and to
cause its Affiliates to take normal and reasonable precautions, in accordance
with such party's customary procedures for handling confidential information of
this nature, and exercise due care to maintain the confidentiality of all
information identified as "nonpublic", "confidential" or "secret" by Lessee or
Guarantor and provided to it by Lessee or Guarantor, or by the Administrative
Agent on Lessee's or Guarantor's behalf, under this Agreement or any other
Operative Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this
Participation Agreement and the other Documents or in connection with other
business now or hereafter existing or contemplated with the Lessee or Guarantor;
except to the extent such information (a) was or becomes generally available to
the public other than as a result of disclosure by such party or its Affiliates,
or (b) was or becomes available on a non-confidential basis from a source other
Lessee or Guarantor, provided that such source is not bound by a confidentiality
agreement with the Lessee or Guarantor known to such party; PROVIDED, HOWEVER,
that any party may disclose such information (i) at the request or pursuant to
any requirement of any Governmental Authority to which such party is subject or
in connection with an examination of such Lender by any such authority; (ii)
pursuant to subpoena or other court process; (iii) when required to do so in
accordance with the provisions of any applicable Requirement of Law; (iv) to the
extent reasonably required in connection with any litigation or proceeding to
which the Administrative Agent, any Participant, Lessor or their respective
Affiliates may be party; (v) to the extent reasonably required in connection
with the exercise of any remedy hereunder or under any other Operative Document;
(vi) to such party independent auditors and other professional advisors,
provided that such Person is informed of the confidential nature of such
information and the obligation to keep such information confidential pursuant to
the terms and subject to the conditions of this SECTION 15.13; (vii) to any
participant or assignee, actual or potential, provided that such Person agrees
in writing to keep such information confidential to the same extent required of
the parties hereunder; (viii) as to any party or its Affiliate, as expressly
permitted under the terms of any other document or agreement regarding
confidentiality to which the Lessee or Guarantor is party or is deemed party
with such party or such Affiliate; (ix) to its Affiliates; and (x) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that required access to information
about such party's investment portfolio in connection with ratings issued with
respect to such party.


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     SECTION 15.14. LIMITED LIABILITY OF LESSOR. The parties hereto agree that
Bank shall have no personal liability whatsoever to Lessee, Guarantor, the
Certificate Holders, the Lenders, Administrative Agent or any of their
respective successors and assigns for any Claim based on or in respect of this
Participation Agreement or any of the other Operative Documents or arising in
any way from the Overall Transaction; PROVIDED, HOWEVER, that Bank shall be
liable in its individual capacity: (a) for its own willful misconduct or gross
negligence (or negligence in the handling of funds), (b) for liabilities that
may result from the inaccuracy or incorrectness of any representation or
warranty made by it in its individual capacity or as Lessor in this
Participation Agreement or in any certificate or document delivered pursuant
hereto, or from the failure of Bank to perform the covenants and agreements set
forth in SECTION 9.1 hereof, whether as to itself or as Lessor, or any other
breach by Bank of any of its other covenants or obligations under any of the
Operative Documents (regardless of whether such covenants and agreements concern
Bank, as such, or Bank acting as Lessor), or (c) for any Tax based on or
measured by any fees, commission or compensation received by it for actions
contemplated by the Operative Documents.

     SECTION 15.15. LIMITED LIABILITY OF AGENT. The parties hereto agree that
Administrative Agent, in its individual capacity, shall have no personal
liability whatsoever to Lessee, Guarantor the Certificate Holders, the Lenders,
any other agent, Lessor or any of their respective successors and assigns for
any Claim based on or in respect of this Participation Agreement or any of the
other Operative Documents or arising in any way from the Overall Transaction;
PROVIDED, HOWEVER, that Administrative Agent shall be liable in its individual
capacity: (a) for its own willful misconduct or gross negligence (or negligence
in the handling of funds) and, to each Participant for the breach of its
obligations to such Participant in respect of the Operative Documents and the
Leased Property, (b) for liabilities that may result from the incorrectness of
any representation or warranty expressly made by it in this Participation
Agreement, whether in its individual capacity, or as Administrative Agent, or
from its failure to perform the covenants and agreements set forth in this
Participation Agreement or any other Operative Document, or (c) for any Tax
based on or measured by any fees, commission or compensation received by it for
actions contemplated by the Operative Documents. It is understood and agreed
that, except as provided in the preceding proviso, Administrative Agent shall
have no personal liability under any of the Operative Documents as a result of
acting pursuant to and consistent with any of the Operative Documents.



                                       94
<PAGE>

     SECTION 15.16. PAYMENT OF TRANSACTION EXPENSES AND OTHER COSTS.

          (a)  TRANSACTION EXPENSES AND CONTINUING EXPENSES. As and when any
portion of Transaction Expenses becomes due and payable, including the
continuing fees, expenses and disbursements (including reasonable counsel fees)
of Lessor, as Lessor under the Lease, Borrower under the Loan Agreement, and as
trustee under the Trust Agreement, with respect to the administration of the
Trust Estate and each agent under the Operative Documents, such Transaction
Expenses shall be paid by Lessee as Supplemental Rent subject to and in
accordance with the provisions of Section 4.3(a) prior to the Base Term
Commencement Date.

          (b)  PAYMENT BY ADVANCE. Subject to the other provisions of this
SECTION 15.16 and without limiting the application of SECTION 15.16(a), all
Transaction Expenses incurred following the Original Advance and prior to the
Base Term Commencement Advance Date shall be paid through Advances, and Lessee
may seek reimbursement for Transaction Expenses paid by Lessee following the
Original Advance and prior to the initial Advance Date for which Lessee has not
been previously reimbursed, in each case to the extent there are Available
Commitments and such Transaction Expenses to be paid or reimbursed are reserved
for in the Approved Construction Budget.

          (c)  AMENDMENTS, SUPPLEMENTS AND APPRAISAL. Without limitation of the
foregoing, Lessee agrees to pay to the Participants, Lessor and Administrative
Agent all costs and expenses (including reasonable legal fees and expenses of
special counsel to Administrative Agent and Lessor and a single document counsel
for the Participants) incurred by any of them in connection with: (i) the
considering, evaluating, investigating, negotiating and entering into or giving
or withholding of any amendments or supplements or waivers or consents with
respect to any Operative Document; (ii) any Casualty, Condemnation or
termination of the Lease or any other Operative Document; (iii) the negotiation
and documentation of any restructuring or "workout", whether or not consummated,
of any Operative Document; (iv) the enforcement of the rights or remedies
against Lessee or Guarantor under the Operative Documents or (v) any transfer by
Lessor or a Participant of any interest in the Operative Documents during the
continuance of an Event of Default.

     SECTION 15.17. REPRODUCTION OF DOCUMENTS. This Participation Agreement, all
documents constituting an Appendix, Schedule or Exhibit hereto, and all
documents relating hereto received by a



                                       95
<PAGE>

party hereto, including, without limitation: (a) consents, waivers and
modifications that may hereafter be executed; (b) documents received by the
Participants or Lessor in connection with the receipt and/or acquisition of the
Leased Property; and (c) financial statements, certificates, and other
information previously or hereafter furnished to Lessor, Administrative Agent or
any Participant may be reproduced by the party receiving the same by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. Each of the parties hereto agrees and stipulates that, to
the extent permitted by law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by such party in the regular course of business) and that,
to the extent permitted by law, any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

     SECTION 15.18. ROLE OF SECURITY PACIFIC LEASING CORPORATION. Each party
hereto acknowledges hereby that it is aware of the fact that Security Pacific
Leasing Corporation has acted as an "arranger" with respect to the Overall
Transaction. The parties hereto acknowledge and agree that Arranger and its
Affiliates, including Bank of America, National Association, have not made any
representations or warranties concerning, and that they have not relied upon
Arranger as to, the tax, accounting or legal characterization or validity of (i)
the Operative Documents or (ii) any aspect of the Overall Transaction. The
parties hereto acknowledge and agree that Arranger has no duties, express or
implied, under the Operative Documents in its capacity as Arranger. The parties
hereto further agree that SECTION 4.4(b)(iii), SECTION 16.6, the first proviso
in the first sentence of SECTION 15.5, SECTION 15.15(a) to the extent of its
application to Arranger, and this SECTION 15.18 are for the express benefit of
Arranger, and Arranger shall be entitled to rely thereon as if it were a party
hereto and such Sections and Subsections, to the extent applicable to Arranger,
shall not be amended or waived without the written consent of Arranger.

     SECTION 15.19. DELIVERIES TO PARTICIPANTS. Lessee may fulfill its
obligations hereunder and under each of the other Operative Documents to provide
any item (other than any notices) to any Participant by providing sufficient
copies of such item directly to Administrative Agent, along with the costs of
postage, with instructions to Administrative Agent to deliver such item to such
Participant.

                                       96
<PAGE>

                                   ARTICLE XVI
                              ADMINISTRATIVE AGENT

     SECTION 16.1. APPOINTMENT. Each Participant hereby irrevocably designates
and appoints Administrative Agent as the agent of such Participant under this
Participation Agreement and the other Operative Documents, and each such
Participant irrevocably authorizes Administrative Agent, in such capacity, to
take such action on its behalf under the provisions of this Participation
Agreement and the other Operative Documents and to exercise such powers and
perform such duties as are expressly delegated to Administrative Agent by the
terms of this Participation Agreement and the other Operative Documents,
together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Participation
Agreement, Administrative Agent shall not have any duties or responsibilities,
except those expressly set forth herein and in the other Operative Documents, or
any fiduciary relationship with any Participant or any other party to the
Operative Documents, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Participation
Agreement or any other Operative Document or otherwise exist against
Administrative Agent.

     SECTION 16.2. DELEGATION OF DUTIES. Administrative Agent may execute any of
its duties under this Participation Agreement and the other Operative Documents
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

     SECTION 16.3. EXCULPATORY PROVISIONS. Neither Administrative Agent (in its
capacity as such) nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Participation Agreement or any other Operative Document, except for its or
such Person's own willful misconduct or gross negligence (or negligence in the
handling of funds) or (b) responsible in any manner to any of the Participants
or any other party to the Operative Documents for any recitals, statements,
representations or warranties made by Lessor, Lessee or Guarantor or any officer
thereof contained in this Participation Agreement or any other Operative
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by Administrative Agent under or in connection
with, this Participation Agreement or any other

                                       97
<PAGE>

Operative Document, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Participation Agreement or any other
Operative Document or for any failure of Lessor, Lessee or Guarantor to perform
its obligations hereunder or thereunder. Administrative Agent shall not be under
any obligation to any Lender or any other party to the Operative Documents to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Participation Agreement or any
other Operative Document, or to inspect the properties, books or records of
Lessor, Lessee or Guarantor.

     SECTION 16.4. RELIANCE BY ADMINISTRATIVE AGENT. Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any Note,
Certificate, writing, resolution, notice, consent, certificate, affidavit,
letter, facsimile message, statement, order or other document or other written
communication believed by it in good faith to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to Lessor or Lessee), independent
accountants and other experts selected by Administrative Agent. Administrative
Agent may deem and treat the payee of any Note or Certificate as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with Administrative Agent. Administrative
Agent shall be fully justified in failing or refusing to take any action under
this Participation Agreement or any other Operative Document unless it shall
first receive the advice or concurrence of the Required Participants, or it
shall first be indemnified to its satisfaction by the applicable Participants
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Participation Agreement and the other Operative Documents in accordance with a
request of the Required Participants, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Participants and
all future holders of the applicable Notes or Certificates. Wherever in the
Operative Documents the consent or approval of Administrative Agent is required,
such consent or approval may be given by Administrative Agent only upon its
receipt of such consent or approval from the Required Participants.

     SECTION 16.5. NOTICE OF DEFAULT. Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
unless Administrative Agent has



                                       98
<PAGE>

received notice from a Participant or Lessor referring to this Participation
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that Administrative Agent receives
such a notice, Administrative Agent shall promptly give notice thereof to the
Participants, Lessor and Lessee. Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be directed by the
Required Participants; PROVIDED, HOWEVER, that unless and until Administrative
Agent shall have received such directions, Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Participants.

     SECTION 16.6. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Participant expressly acknowledges that neither Administrative Agent nor the
Arranger, nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates, has made any representations or warranties to
it and that no act by Administrative Agent or the Arranger hereinafter taken,
including any review of the affairs of Lessor, Lessee or Guarantor, shall be
deemed to constitute any representation or warranty by Administrative Agent or
the Arranger to any Participant. Each Participant represents to Administrative
Agent and the Arranger that it has, independently and without reliance upon
Administrative Agent, Administrator, the Arranger or any other Participant, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of Lessor, Lessee and
Guarantor and made its own decision to enter into this Participation Agreement.
Each Participant also represents that it will, independently and without
reliance upon Administrative Agent, the Arranger or any other Participant, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Participation Agreement and the other
Operative Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of Lessor, Lessee and Guarantor. Except for
notices, reports and other documents expressly required to be furnished to the
Participants by Administrative Agent hereunder, neither Administrative Agent nor
the Arranger shall have any duty or responsibility to provide any Participant
with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
Lessor, Lessee or Guarantor which



                                       99
<PAGE>

may come into the possession of Administrative Agent, the Arranger or any of
their respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

     SECTION 16.7. INDEMNIFICATION. Except as provided in SECTION 16.4
hereunder, Administrative Agent agrees to look solely to Lessee under ARTICLE
XII, and not to any other party hereto, for any claim for indemnification which
may arise hereunder or under any other Operative Document.

     SECTION 16.8. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Each
Participant acknowledges that First Security Bank, National Association is
acting as Administrative Agent hereunder. First Security Bank, National
Association and its Affiliates may make loans to, issue letters of credit for
the account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with Lessor, Lessee and their Affiliates as though it was not
Administrative Agent hereunder and under the other Operative Documents and
without notice to or consent of the Participants. Each Participant acknowledges
that, pursuant to such activities, First Security Bank, National Association or
its Affiliates may receive information regarding Lessee, Lessor or their
Affiliates (including information that may be subject to confidentiality
obligations in favor of Lessee, Lessor or their Affiliates) and acknowledges
that such Persons shall be under no obligation to provide such information to
them.

     SECTION 16.9. SUCCESSOR ADMINISTRATIVE AGENT. Subject to the appointment
and acceptance of a successor Administrative Agent as provided below,
Administrative Agent may resign at any time by giving notice thereof to each
Participant or may be removed at any time by written notice from the Required
Participants, such resignation or removal to be effective only upon appointment
of a successor as herein provided and such successor's acceptance of such
appointment. Upon any such resignation or removal, the Required Participants at
the time of the resignation or removal shall have the right to appoint (so long
as no Event of Default attributable to its or Guarantor's action or failure to
act has occurred and is continuing, with the prior written consent of Lessee) a
successor Administrative Agent which shall be a commercial bank organized under
the laws of the United States of America or any State thereof or under the laws
of another country which is doing business in the United States of America and
having a combined capital, surplus and undivided profits of at least
$500,000,000. If, within 30 calendar days after the retiring Administrative
Agent's giving of notice of resignation or receipt



                                      100
<PAGE>

of a written notice of removal, a successor Administrative Agent is not so
appointed and does not accept such appointment, then the retiring or removed
Administrative Agent may appoint a successor Administrative Agent and transfer
to such successor Administrative Agent all rights and obligations of the
retiring Administrative Agent. Such successor Administrative Agent shall be a
commercial bank organized under the laws of the United States of America or any
State thereof or under the laws of another country which is doing business in
the United States of America and having a combined capital, surplus and
undivided profits of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or
removed Administrative Agent, and the term "Administrative Agent" shall mean
such successor agent effective upon such appointment and approval, and the
retiring or removed Administrative Agent shall be discharged from duties and
obligations as Administrative Agent thereafter arising hereunder and under any
related document without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Participation
Agreement or any holders of the Notes or the Certificates. If the retiring
Administrative Agent does not appoint a successor, Lessee (so long as no Event
of Default attributable to its or Guarantor's actions or failures to act has
occurred and is continuing) may do so, or any Participant shall be entitled to
apply to a court of competent jurisdiction for such appointment, and in any such
case the successor so appointed shall act until such time, if any, as a
successor shall have been appointed as above provided. After any retiring
Administrative Agent's resignation as Administrative Agent, all of the
provisions of this ARTICLE XVI shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Participation Agreement and the other Operative Documents.

                                 [END OF PAGE]
                            [SIGNATURE PAGES FOLLOW]



                                      101
<PAGE>

                                                         PARTICIPATION AGREEMENT

     IN WITNESS WHEREOF, the parties hereto have caused this Participation
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.


                                        TELETECH SERVICES CORPORATION, as Lessee


                                        By: /s/ James Kaufman
                                           -------------------------------------
                                        Name: James Kaufman
                                        Title: SVP


                                        TELETECH HOLDINGS, INC., as Guarantor


                                        By: /s/ James Kaufman
                                           -------------------------------------
                                        Name: James Kaufman
                                        Title: SVP

                                       S-1

<PAGE>

                                                         PARTICIPATION AGREEMENT

                                        STATE STREET BANK AND TRUST COMPANY OF
                                        CONNECTICUT, NATIONAL ASSOCIATION, not
                                        in its individual capacity, except as
                                        expressly stated herein, but solely as
                                        Certificate Trustee


                                        By: /s/ Thomas Belamarich
                                           -------------------------------------
                                        Name: Thomas Belamarich
                                        Title: Assistant Secretary

                                       S-2

<PAGE>

                                                         PARTICIPATION AGREEMENT

                                        FIRST SECURITY BANK, NATIONAL
                                        ASSOCIATION, not in its individual
                                        capacity, except as expressly stated
                                        herein, but solely as Administrative
                                        Agent


                                        By: /s/ Nancy M. Dahl
                                           -------------------------------------
                                        Name: Nancy M. Dahl
                                        Title: VP


                                       S-3

<PAGE>

                                                         PARTICIPATION AGREEMENT


                                        CERTIFICATE HOLDERS:

                                        SECURITY PACIFIC LEASING CORPORATION,
                                        as Certificate Holder


                                        By: /s/ Denny C. Erardi
                                           -------------------------------------
                                        Name: Denny C. Erardi
                                             -----------------------------------
                                        Title: VP
                                              ----------------------------------

                                       S-4

<PAGE>

                                                         PARTICIPATION AGREEMENT

                                        WELLS FARGO BANK, N.A., a
                                        CERTIFICATE HOLDER


                                        By: /s/ Nancy Martorano
                                           -------------------------------------
                                        Name: Nancy Martorano
                                             -----------------------------------
                                        Title: VP
                                              ----------------------------------


                                       S-5

<PAGE>

                                                         PARTICIPATION AGREEMENT

                                        LENDERS:

                                        BANC OF AMERICA LEASING & CAPITAL, LLC,
                                        as Lender


                                        By: /s/ Denny C. Erardi
                                           -------------------------------------
                                        Name: Denny C. Erardi
                                             -----------------------------------
                                        Title: VP
                                              ----------------------------------



                                       S-6

<PAGE>

                                                         PARTICIPATION AGREEMENT

                                        WELLS FARGO BANK, N.A., AS LENDER



                                        By: /s/ Nancy Martorano
                                           -------------------------------------
                                        Name: Nancy Martorano
                                             -----------------------------------
                                        Title: VP
                                              ----------------------------------



                                       S-7
<PAGE>

                                   APPENDIX 1
                                       to
                             PARTICIPATION AGREEMENT
                           (TeleTech Trust No. 2000-A)

                                   DEFINITIONS

<PAGE>

                                   APPENDIX 2
                                       to
                             PARTICIPATION AGREEMENT
                           (TeleTech Trust No. 2000-A)


              CONDITIONS PRECEDENT TO SECOND DOCUMENT CLOSING DATE

     (a) AUTHORIZATION, EXECUTION AND DELIVERY OF DOCUMENTS; NO DEFAULT. The
Participation Agreement, the Lease, the Memorandum of Lease, the Construction
Agency Agreement, the Construction Agency Agreement Assignment, the Guarantees,
the Deed or Trust, the Trust Agreement, the Fee Letters, the Certificates, the
Loan Agreement and the Notes shall have been duly authorized, executed and
delivered by each of the other parties thereto, shall (to the extent the form
and substance thereof shall not be prescribed hereby) be in form and substance
satisfactory to each Participant and an executed counterpart of each thereof
(except for the Certificates and the Notes, originals of which shall only be
delivered to the applicable Participant, and for each Fee Letter, originals and
copies of which shall only be delivered to the parties thereto) shall have been
received by each of the Participants, the Agents and Lessor. Each Participant
shall have received an original, duly executed Note and Certificate registered
in such Participant's name. Each of the Operative Documents listed in this
clause (a) shall be in full force and effect as to all other parties and no
Default, Event of Default, Loan Agreement Default or Loan Agreement Event of
Default shall have occurred or be continuing.

     (b) LITIGATION. No action or proceeding shall have been instituted or
threatened, nor shall any governmental action be instituted or threatened before
any Governmental Authority, nor shall any order, judgment or decree have been
issued or proposed to be issued by any Governmental Authority, to set aside,
restrain, enjoin or prevent the performance of this Participation Agreement or
any transaction contemplated hereby or by any other Operative Document or which
is reasonably likely, in the sole opinion of the Required Participants, to be
expected to have a Material Adverse Effect.

     (c) LEGALITY, ETC. In the opinion of each Participant, the Overall
Transaction shall not violate any Applicable Laws and no change shall have
occurred or been proposed in Applicable Laws that would make it uneconomic or
illegal for any party to any Operative Document to participate in any of the
transactions contemplated by the Operative Documents or otherwise would prohibit
the
<PAGE>

consummation of any transaction contemplated by the Operative Documents or
expand the duties, obligations and risks of such Participant.

     (d) GOVERNMENTAL APPROVALS. All necessary (or, in the reasonable opinion of
Lessor or Administrative Agent (for the Required Participants), advisable)
Governmental Actions, in each case required by any Applicable Laws, shall have
been obtained or made and be in full force and effect.

     (e) REQUIREMENTS OF LAW. In the reasonable opinion of Lessor, the Agents
and the Required Participants, the Overall Transaction does not and will not
violate any Applicable Laws and does not and will not subject Lessor, any Agent
or any Participant to any adverse regulatory prohibitions or constraints.

     (f) LIABILITY INSURANCE. Lessee shall have provided evidence reasonably
satisfactory to Lessor, the Agents and the Participants that Lessee has obtained
or caused to be obtained, and that there is in place and effective, liability
insurance in accordance with and pursuant to the terms of Section 13.1(a) of the
Lease and the other terms and conditions of Article XIII of the Lease applicable
thereto.

     (g) PAYMENT OF ACCRUED BUT UNPAID RENT. Lessee shall have paid to
Administrative Agent, by wire transfer of immediately available funds, all
accrued but unpaid Rent due and payable under the Original Lease for the period
commencing on the First Document Closing Date through and including June 5,
2000.

     All documents and instruments required to be delivered on the Second
Document Closing Date shall be delivered at the offices of Mayer, Brown & Platt,
350 South Grand Avenue, 25th Floor, Los Angeles, California 90071, or at such
other location as Administrative Agent and Lessee may agree.


<PAGE>

                                                                      SCHEDULE I
                                                                              TO
                                                         PARTICIPATION AGREEMENT



                        CERTIFICATE HOLDERS' COMMITMENTS

<TABLE>
<CAPTION>
                                                                     Noneligible
                                                                       Accrued
                                                                       Amounts
                                                     Commitment      Commitment
Certificate Holder                   Commitment      Percentage      Percentage
------------------                   ----------      ----------      ----------
<S>                                  <C>             <C>             <C>
Security Pacific
Leasing Corporation                  $   500,902         1.5%            50%

Wells Fargo Bank, N.A.               $   500,902         1.5%            50%

Total Certificate
Holders' Commitments:                $ 1,001,804         3.0%

Total Loan Commitments:              $25,663,196        97.0%


Total Commitments:                   $26,665,000       100.0%

</TABLE>

<PAGE>


                                                                     SCHEDULE II
                                                                              TO
                                                         PARTICIPATION AGREEMENT



                              LENDERS' COMMITMENTS

<TABLE>
<CAPTION>
                                                              Commitment
Lender                                Commitment              Percentage
-------                              -----------              ----------
<S>                                  <C>                      <C>
Banc of America Leasing &            $12,831,598                 48.5%
  Capital, LLC

Wells Fargo Bank, N.A.               $12,831,598                 48.5%

Total Loan Commitments:              $25,663,196                 97.0%

Total Certificate
 Holders' Commitments:               $ 1,001,804                  3.0%

Total Commitments:                   $26,665,000                  100%

</TABLE>

**   Notwithstanding the percentages set forth above in this Schedule II or
     anything else in the Operative Documents to the contrary, the Certificate
     Holders shall Fund, in the aggregate, 100% of the Drawing Fees payable to
     each Participant, the Arrangement Fee payable to the Arranger, the fees set
     forth in the Trustee Fee Letter to the parties entitled thereto, and the
     fees set forth in the Agent Fee Letter to the Administrative Agent with
     each Certificate Holder Funding its pro rata portion of such Fees based on
     its percentage share of the total Certificate Holders' Commitments.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>7
<FILENAME>ex-27_1.txt
<DESCRIPTION>EXHIBIT 27.1
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TELETECH
HOLDINGS, INC.'S 2000 FIRST QUARTER FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FORM 10-Q FILING.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                           6,119
<SECURITIES>                                    47,359
<RECEIVABLES>                                  123,601
<ALLOWANCES>                                     4,388
<INVENTORY>                                          0
<CURRENT-ASSETS>                               255,770
<PP&E>                                         217,032
<DEPRECIATION>                                  80,120
<TOTAL-ASSETS>                                 438,313
<CURRENT-LIABILITIES>                           96,043
<BONDS>                                         51,881
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           641
<OTHER-SE>                                     289,748
<TOTAL-LIABILITY-AND-EQUITY>                   438,313
<SALES>                                        340,340
<TOTAL-REVENUES>                               340,340
<CGS>                                          222,915
<TOTAL-COSTS>                                  308,638
<OTHER-EXPENSES>                                13,247
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,893
<INCOME-PRETAX>                                 43,236
<INCOME-TAX>                                    16,555
<INCOME-CONTINUING>                             26,282
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    26,282
<EPS-BASIC>                                        .42
<EPS-DILUTED>                                      .39


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
