AMENDMENT NUMBER ONE TO

1801 CALIFORNIA BUILDING OFFICE LEASE

This Amendment No. One is entered into by and between Qwest Corp. (formerly U S WEST Communications, Inc. [USWC]) and Qwest Long Distance (formerly U S WEST Long Distance, Inc. [USWLD]).

The particular terms and conditions of this Office Lease Amendment are as follows:

RECITALS

Qwest Corporation (formerly USWC) and Qwest Long Distance (formerly USWLD) entered into that certain Office Lease dated September 1, 1998 between the parties. Qwest Corporation and Qwest Long Distance now wish to amend the Office Lease under the terms and conditions contained in this amendment.

AGREEMENT

In consideration of the mutual promises and advantages to the parties, the parties incorporate by reference and agree to the accuracy of the above recitals and further agree as follows:

DESCRIPTION OF AMENDMENT OF AND MODIFICATIONS

1. Article 1—Basic Lease Information is amended as follows:

Item 1g is changed from "Suite 2800/3100" to "Suite 3100". Effective January 1, 2001, Qwest Long Distance space has been amended to the following locations with coinciding rentable square footage (RSF).


198 Inverness Drive West, 1^st Floor, Englewood CO; 203 RSF;
1801 California, 29^th Floor, storage (to be moved to suitable cage area in building) presently 124 RSF
1801 California, basement level, storage (2 cages); 200 RSF


2. Addendum

Item 28.1 is changed from "NINETEEN THOUSAND SIX HUNDRED THIRTY EIGHT AND 00/100 DOLLARS ($19,638.00) per month ($5.28 per square foot per year on 44,632 square feet)" to "NINE THOUSAND EIGHT HUNDRED NINETEEN AND 00/100 DOLLARS ($9,819) per month ($5.28 per square foot per year on 22,316 square feet. Effective January 1, 2001, Tenant shall pay Landlord "FIVE HUNDRED EIGHTY FIVE AND 99/100, ($585.99), per month ($34.64 per square foot per year on 203 rentable square feet)" ("Effective January 1, 2001 Tenant shall pay Landlord the amount of "NINE HUNDRED SEVETY FOUR AND 16/100, ($974.16), per month ($36.08 per square foot per year on 324 rentable square feet)."

3. Exhibit A

FURTHER AMENDMENTS

Except as modified herein, the provisions of the Agreement shall remain in full force and effect. Neither the Agreement nor this Amendment No. One to 1801 California Building Office Lease may be further amended or altered except by written instrument executed by an authorized representative of both parties.

The parties intending to be legally bound have executed this Amendment One to 1801 California Office Lease as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument.