LEASE OVERVIEW

BOULDER STORE

AMENDMENT TO LEASE AGREEMENT

This Amendment to Lease Agreement ("Amendment"), dated this 10th day of September, 1991, is between BWAY Property Limited Partnership ("Landlord"), and Alfalfa's Boulder, Inc., a Colorado corporation ("Tenant").

RECITALS

A. Boulder National Bank, as nominee, and Natural Horizons, Inc. entered into a Lease Agreement dated October 11, 1982, pursuant to which Natural Horizons, Inc. leased approximately 11,500 square feet of space in a portion of the building formerly known as 1645 Broadway, Boulder, Colorado, which is now known as 1651 Broadway, Boulder, Colorado (the Lease, as amended by the Addendum, is referred to herein as the "Lease").

B. Landlord is successor in interest to Boulder National Bank. Tenant is successor in interest to Natural Horizons, Inc.

C. Landlord and Tenant wish to amend the Lease to grant Tenant an additional option to extend the term thereof.

AMENDMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Extension of Present Term. The present term of the Lease, now due to expire October 11, 1994, shall be and is hereby extended to October 11, 2000, subject to adjustments in Rental rates hereinafter described.

2. Option to Extend. Section 3 of the Lease is hereby deleted and the following substituted therefor:

"Upon full and complete performance of all the terms, covenants and condition herein contained by Tenant and payment of all Rental due under the terms hereof, Tenant shall be given the option to renew this Lease for an additional term of six years commencing October 12,2000, and terminating October 11, 2006. In the event Tenant desires to exercise the option to renew the term of this Lease, Tenant shall give written notice of such fact to Landlord on or before April 11, 1999. In the event of such exercise, this Lease shall be deemed to be extended for such additional renewal period, subject to the right of Landlord to make such adjustments and/or assessments of charges against Tenant as provided herein."

3. Insurance. The parties acknowledge that Tenant currently has flood insurance coverage insufficient to fully compensate Tenant for a loss of inventory in the event of a flood at the Premises. Tenant agrees to use its reasonable best efforts to obtain a greater amount of flood insurance coverage to cover loss of inventory on the Premises, provided Tenant may obtain such coverage at premiums acceptable to Tenant in its reasonable determination.

4. Parking Facilities. Section 11 shall be amendment by adding the following to the end of the section: "The parties acknowledge that Landlord has made no commitment regarding expansion of the current parking facilities, and that any expansion of parking facilities must be agreed to in writing between Tenant and Landlord. Tenant acknowledges that the parking is taken "as is".

5. Upkeep of Premises. Section 12 of the Lease is hereby amended to add the following to the end of the section: "Floodgates installed at the main entrance to the Premises have been installed in compliance with requests of the City of Boulder, Colorado. Tenant acknowledges that such floodgates shall be maintained in good working order by Tenant at its own expense, and Tenant shall use such floodgates when necessary. Tenant hereby absolves Landlord of any liability arising from the functioning, or failure to function, of such floodgates."

6. Assignment or Subletting. Section 26 of the Lease is hereby amended to add the following to the end of the section: "Tenant shall provide Landlord with such financial information on any proposed assignee of Tenant as Landlord may reasonably request. Without the express agreement of Landlord, any such assignment by Tenant shall not release Tenant from liability under the Lease."

7. Full Force and Effect. Except as expressly amended hereby, the Lease shall remain in full force and effect.

Executed as of the date set forth above.

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