EXHIBIT 10.5


                                ATRIUM BUILDING

     THIS  LEASE  AGREEMENT  (the  "Lease")  is made this 9th day of April  1998
between THE ATRIUM  BUILDING LLC  ("Lessor")  and WASATCH  INTERACTIVE  LEARNING
("Lessor").

                              W I T N E S S E T H:

                                   ARTICLE I

     Section 1.1 Premises. The Lessor hereby leases to Lessee, and Lessee leases
from Lessor, upon the term and conditions of this Lease, those premises outlined
on a floor plan attached hereto as Exhibit "C" and made a part hereof (the
"Premises"), and containing approximately 6,584 rentable square feet ("RSF") and
5,725 useable square feet ("USF") located on the floor, Suite 101 of the
building known as the Atrium Building (the "Property") located at 5250 South
Commerce Drive, Salt Lake City, UT 54107.

     Lessor and Lessee are aware and acknowledge that the foregoing area
contains Lessee's allocated share of the common area of the Property.

     Section 1.2 Term. This Lease shall be for a term of three (3) years and
zero (0) months, unless sooner terminated as provided herein, commencing on the
1st day of April 1999 and terminating on the 31st day of March 2002.

                                   ARTICLE II

     Section 2.1 Possession. If Lessor is unable to deliver possession of the
Premises by the date specified for the commencement of the term as a result of
causes beyond its reasonable control, this Lease shall nevertheless continue in
full force and effect but rent shall abate until the Premises are ready for
occupancy or until Lessor is able to deliver possession, as the case may be, and
Lessor shall have no liability whatsoever on account thereof. Should this
commencement date be other than the first day of the term, Lessor and Lessee
shall execute, promptly upon Lessees' occupancy, a Declaration of Occupancy
which shall be attached hereto and by this reference made a part hereof.

                                  ARTICLE III

     Section 3.1 Base Rental. Lessee agrees to pay Lessor at 6322 South 3000
East, Salt Lake City, Utah 84121 or such other places as the Lessor may from
time to time designate an annual rental for the use of the Premises in the
amount of $98,760.00 (the "Base Rental"), payable in equal monthly installments
$8,230.00 each, the monthly installments of rental to be paid in advance without
demand, deduction or offset, on the first day of each and every calendar month
during the term hereof (the "Due Date"). Rental payments shall commence on the
1st day of April, 1999, or on the date the Lessee occupies the Premises
whichever occurs first. If such commencement day for the payment of rentals
occurs on a day other than the first day of a calendar month, Lessee shall pay
rent for the fractional calendar month involved on a per diem basis (calculated
on the basis of a thirty (30) day month).

     Section 3.2 Late Charge and Interest. Lessee acknowledges that late payment
by Lessee to Lessor of rent will cause Lessor to incur costs not contemplated by
this Lease, the exact amount of such costs being extremely difficult and
impracticable to fix. Such costs include, without limitation, processing and
accounting charges and late charges that may be imposed on Lessor by
the terms of any encumbrance and note secured by any encumbrance covering the
Premises. Therefore, if any installment or rent due from Lessee is not received
by Lessor within five (5) days following the Due Date, Lessee shall pay to
Lessor an additional sum of five percent (5%) of the overdue rent as a late
charge. The parties agree that this late charge represents a fair and reasonable
estimate of the costs that Lessor will incur by reason of late payment by
Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee's
default with respect to the overdue amount or prevent Lessor from exercising any
of the other rights and remedies available to Lessor.

     Rent not paid when due also shall bear interest at the rate of twelve
percent (12%) per annum from the Due Date until paid. Any late charges also
shall bear interest at the rate set forth above, commencing five (5) days
following the Due date.

     Section 3.3 Returned Checks. In the event a check comes back due to
insufficient funds, a service charge of $25 will be assessed to the Lessee.

     Section 3.4 Deposit. Lessee, concurrently with the execution of this Lease,
has deposited with Lessor the sum of $9,985.84 the receipt being hereby
acknowledged, which sum shall be retained by Lessor for the faithful performance
of the covenants of this Lease. If at any time Lessee shall be in default in any
of the provisions of this Lease, Lessor shall have the right to use the deposit,
or so much thereof as may be necessary in payment of any rent in default, or in
payment of any damages incurred by Lessor by reason or such default of Lessee,
or in payment of any other sum due hereunder, or at Lessor's option, the same
may be retained by Lessor in liquidation of part of the damages suffered by
Lessor by reason of the default. Lessee shall immediately on demand pay to
Lessor a sum equal to the portion of the security deposit expended or applied by
Lessor as provided in this Section 3.4 as well as interest at the annual rate of
twelve percent (12%) per annum from the date of withdrawal so as to maintain the
security deposit in the sum initially deposited with Lessor, and to compensate
Lessor for any losses it may incur. If Lessee is not in default at the
expiration or termination of this Lease, Lessor shall return the security
deposit to Lessee.

                                   ARTICLE IV

     Section 4.1 Rent Escalation. Commencing on each anniversary date of this
Lease, Lessee's monthly Base Rental amount shall be increased by five percent
(5%) of the monthly rent paid in the preceding lease year.

<PAGE>


                                   ARTICLE V

     Section 5.1 Use. Lessee shall use the Premises only as general office and
for no other business of purpose, without the prior written consent of Lessor.

     Section 5.2 Building Rules. Attached hereto are the rules and regulations
relating to the Premises and the entire Property of which the Premises are a
part. Lessor shall have the right, at any time or times hereafter to adopt other
or additional rules and regulations, and to rescind or amend all or any of the
attached rules and regulations or of amendments to any of the rules and
regulations attached. The Lessee shall faithfully observe and strictly comply
with and abide by all such rules and regulations from time to time in force and
shall cause Lessee employees, guests and invitees to observe and comply with the
same.

          (a) Section VIII of Building rules states that, in compliance with the
     Utah Clean Air Act, it is our policy to have tenants refrain from smoking
     in the buildings.

          (b) Section IX of Building Rules states that chair mats are required
     under [ILLEGIBLE].


                                                                          [SEAL]

<PAGE>


ATRIUM BUILDING #101
Page 3


     Section 5.3 Use Prohibited. Lessee shall not do or permit anything to be
done in or about the Premises nor bring or keep anything therein which shall in
any way increase the rate of or affect any fire or other insurance upon the
Building or any of its contents or cause a cancellation of any insurance policy
covering said Building or contents. Lessee shall not do or permit anything to be
done in or about the Premises which will in any way obstruct or interfere with
the rights of other tenants or occupants of the Building or injure or annoy
them, or use or allow the Premises to be used for any immoral, unlawful or
objectionable purpose, nor shall Lessee cause, maintain or permit any nuisance
in, or about the Premises. No loud speakers or other similar device, system or
apparatus which can be heard or experienced outside the Premises shall, without
the prior written approval of Lessor, be used in or at the Premises. Lessees
shall not commit or suffer to be committed any waste in or upon the Premises.
The provision of this Section 5.3 are for the benefit of Lessor only and are not
nor shall they be construed to be for the benefit of any tenant or occupant of
the Building.

                                   ARTICLE VI

     Section 6.1 Utilities. Lessor agrees to furnish reasonable amounts of heat
and air conditioning during generally recognized business hours and during the
usual and appropriate season, and to furnish electricity and water in reasonable
amounts; but Lessor shall not be liable for any loss or damage caused by or
resulting from any variation, interruption or failure of such services due to
any cause other than the gross negligence or willful misconduct of Lessor; and
no temporary interruption or failure of such services incident to the making of
repairs, alterations or improvements or due to accidents or strikes or
conditions or events not under Lessor's control shall be deemed as an eviction
of Lessee or relieve Lessee from any of Lessee's obligations hereunder.

     Section 6.2 Excess Consumption of Utilities. Lessee must have prior written
consent of the Lessor to add any equipment to, or in any other way make use of,
the Premises which may cause or result in a larger than normal use of heat, air
conditioning, electricity, gas, water, sewer, refuse removal or other services.
In the event Lessor consents to the installation of such equipment, or such use,
Lessor may assess the estimated additional expense to the Lessee and Lessee
shall pay said amount at the same time he pays his monthly rental installment.

     Section 6.3 Janitorial and Other Services. Lessor agrees to supply
janitorial service for all interior and exterior common areas. Lessee shall
provide janitorial service for the interior portion of the leased unit.

          (a) Janitorial service includes vacuuming and dumping of trash cans.

          (b) Lessee shall be responsible for carpet cleaning, blind cleaning,
     window cleaning and, when applicable, stripping and waxing of floors.

          (c) Lessor shall be responsible for normal repairs to the basic
     plumbing, heating, air conditioning and electrical systems.

          (d) Lessee shall be responsible for the purchase, replacement, and
     installment of all light bulbs within leased premises.

          (e) in the event of negligence or willful destruction by Lessee or
     Lessee's clients, Lessee shall be responsible for plumbing and electrical
     repairs, the replacement of carpets, draperies, wall coverings, floor tile,
     light fixtures and related attachments, and any other hardware items within
     the Premises.

          (f) Lessee further agrees that any redecorating done during the term
     of this Lease shall be at the expense of Leasee.

                                   ARTICLE VII

     Section 7.1 Right of Entity. Lessor shall have the right of access to the
Premises at all reasonable times for the purposes of, including, without
limitation, inspecting, cleaning and repairing the same, or to exhibit the
Premises at any time before the expiration of this Lease.

     Section 7.2 Maintenance and Repair. Lessee shall maintain and repair the
interior of the Premises in the same condition as delivered to it, ordinary wear
and tear excepted. Lessee shall not damage or destroy the Premises. In the event
Lessee shall fail to comply with its obligations hereunder, Lessor shall have
the right to enter onto the Premises and effect such repair and maintenance and
charge the costs thereof to the Lessee together with twelve percent (12%)
interest per annum on the costs so expended, said amounts to be considered as
additional rent hereunder.

     Section 7.3 Improvements. Lessee hereby accepts the Premises in its present
condition without any obligation upon Lessor to make any repairs or restoration
thereto except as provided on Addendum "A" attached hereto and made a part
hereof. It is further agreed that this Lease is made by the Lessor and accepted
by the Lessee under the distinct understanding and agreement that the Lessor
shall have the right and privilege to make and build additions to the Building
as it may deem wise and advisable without any liability to the Lessee therefor.

          (a) Lessee shall not make any alterations, additions or improvements
     in or to the Premises without first obtaining the prior written consent of
     Lessor, Lessee hereby waives all rights to make repairs at the expense of
     Lessor as provided by any law or statute or ordinance now or hereafter in
     effect.

          (b) All alterations, additions or improvements to the Premises,
     installed at the expense of Lessor or Lessee, except movable office
     furniture. Lessee's trade fixtures and equipment, shelf, unless Lessor
     selects otherwise in writing, become the property of Lessor upon the
     installation thereof, and shall be surrendered with the Premises at the
     expiration or termination of this Lease.

     Section 7.4 Liens. Lessee shall not permit any mechanics', materialmen's or
other liens arising out of work performed by Lessee or on Lessee's behalf, to be
filed against the Property, the Building, or the Premises, nor against Lessee's
leasehold interest in the Premises. Lessor shall have the right at all
reasonable times to post and keep posted on the Premises any notices which it
deems necessary for protection from such liens. If any such liens are so filed,
Lessor may, upon thirty (30) days written notice to Lessee, without waving its
rights based on such breach by Lessee and without releasing Lessee from any
obligations, pay and satisfy the same and in such event the sums so paid by
Lessor, with interest at the rate of twelve percent (12%) per annum from the
date of payment, shall be due and payable by Lessee at once without notice or
demand.

     Section 7.5 Taxes. Lessee agrees to pay, before delinquency, any and all
taxes levied or assessed and which become payable during the term hereof upon
Lessee's equipment, furniture, fixtures, and other personal property located in
the Premises, including carpeting installed by Lessee even though said carpeting
has become a part of the Premises; and any and all taxes or increases therein
levied or assessed on Lessor or Lessee by virtue of alterations, additions, or
improvements to the Premises made by Lessee. In the event said taxes are charged
to or paid or payable to Lessor, Lessee, forthwith upon demand therefor, shall
reimburse Lessor for all such taxes paid by Lessor. Any taxes paid by Lessor on
behalf of Lessee shall bear interest at the annual rate of twelve percent (12%)
per annum from the date of payment by Lessor thereof.

<PAGE>


                                   ARTICLE VIII

     Section 5.1 Damages or  Destruction.  If the Premises or the Building shall
be damaged by fire or other casualty,  the damage (exclusive of any improvements
or other changes made to the Premises and paid for by Lessee) may, at the option
of Lessor,  be repaired  by and all the  expense of Lessor to as near  condition
which  existed  immediately  prior to such damage or  destruction  as reasonably
possible;  provided,  however,  that if as a result  of  damage by fire or other
casualty more than fifty percent (50%) of the net rental area of the Building is
rendered untenantable, then and in such event either Lessor or Lessee shall have
the right and option  (exercised,  if at all,  by giving  written  notice to the
other  party  within  thirty  (30)  days of such  destruction  or  casualty)  to
terminate this Lease as of the date of such casualty.  Subject to the foregoing,
the Lessor shall commence such repair within sixty (60) days after such casualty
and shall complete the same within a reasonable time thereafter, subject to acts
of God,  strikes and other  occurrence not within the control of Lessor.  In the
event Lessor fails to commence such repair or restoration  within such period or
shall fail to prosecute such repair and  restoration  in a timely  manner,  then
Lessee shall have the right and option (exercised,  if at all, by giving written
notice  within  fifteen  within  fifteen (15) days of such failure) to terminate
this  Lease.  In the  event  this  Lease is  terminated  for any of the  reasons
aforesaid,  any rents or other  payments  shall be prorated as of the  effective
date of such termination and  proportionately  refunded tot he Lessee or paid to
Lessor as the case may be.  During any period in time which the  Premises or any
portion thereof is rendered  untenantable  by fire or other  casualty,  the rent
shall abate  proportionately to the area rendered untenantable for the period of
time during which the condition exists.

     Section 5.2 Eminent Domain. If all or any part of the Premises are taken by
any  public or  quasi-public  authority  under the power of eminent  domain,  or
conveyed to such authority in lieu of such  condemnation,  then either party, at
its  option,  shall  have  the  right  to  terminate  this  Lease  as of the day
possession shall be taken by such authority. If, as a result of any such taking,
or conveyance in lieu of condemnation,  more than fifty percent (50%) of the net
rentable  area of the Building is rendered  untenantable,  then the Lessor shall
have the right and option (exercised, if at all, by giving written notice within
thirty within thirty (30) days of such taking or  conveyance)  to terminate this
Lease as of the date of such taking or conveyance.

     If all or any part of the Building in which the Premises are located  shall
be taken by any such authority, or conveyed in lieu of condemnation, then Lessor
shall have he right and option to terminate this Lease.  In the event this Lease
is  terminated  for any of the reasons  aforesaid,  any rents or other  payments
shall  be  prorated  as  of  the  effective   date  of  such   termination   and
proportionately refunded to the Lessee or paid to the Lessor as the case may be,
and Lessee  shall have no claim  against  Lessor for the value of any  unexpired
term of the  Lease.  All  damages  awarded  for such  taking  under the power of
eminent  domain,  or  conveyance  in lieu  thereof,  shall  belong to and be the
property  of Lessor  irrespective  of the basis upon  which  they were  awarded;
provided,  however,  that  Lessee  shall be  entitled  to  receive  any  damages
specifically awarded for his share of moving expenses.


                                   ARTICLE IX

     Section 9.1 Multiple  Parties Tenant.  If there is or comes to be more than
one party that constitutes Tenant hereunder (a) Their obligations shall be joint
and several and (b) Any notice  required or  permitted to be given to Tenant may
be given by or to any one of such  parties  and  shall  have the same  force and
effect as if given by or to all on such parties.

     Section  9.2  Assignment.   Lessee  may  not  assign,   mortgage,   pledge,
hypothecate,  or encumber this Lease or sublet the Premises or any part thereof,
nor allow any other  person (the  agents and  servants  of Lessee  excepted)  to
occupy or use the  Premises,  or any part  thereof,  or any  right or  privilege
appurtenant thereto, without first obtaining Lessor's written consent, provided,
however, if Lessor consents to one or more assignments of this Lease or consents
to the subletting from time to time of the Premises or parts thereof, the Lessee
shall  nevertheless  remain liable for its performance of this Lease on its part
to be performed,  including the payment of the rentals and other charges assumed
by Lessee hereunder. Lessor shall not withhold consent unreasonably.

     Section 9.3  Subletting.  Notwithstanding  anything in Section 9.1 above to
the  contrary,  in the event at any time during the term of this  Lease,  Lessee
desires to sublet the Premises,  Lessor  reserves the prior right and option (a)
to require the Lessee to sublet the  Premises to a sublessee  approved by Lessor
at the same rent as Lessee  is  required  to pay to  Lessor  under  this  Lease:
however  should  Lessee  choose to  sublease  at a reduced  rate,  Lessee  shall
continue to pay to Lessor the full amount due, or (b) to  terminate  this Lease.
Lessee shall  notify  Lessor in writing not less than sixty (60) days in advance
if Lessee proposes to sublet the Premises, designating the terms of the proposed
subletting.  Lessor shall be allowed  thirty (30) days after receipt of Lessee's
notice within which to approve the sub-tenant  identified in Lessor's notice. In
the event lessor approves the sub-tenant  identified in Lessee's notice,  all of
the provisions of Section 9.1 above  respecting  subletting shall continue to be
in full force and effect;  and nothing  contained in this Section (9.3) shall be
construed as a waiver by Lessor of any of its rights under Section 9.1 above.


                                    ARTICLE X

     Section 10.1 Signs.  The Lessee shall not place or maintain or permit to be
placed or maintained  any signs for  advertising  of any kind  whatsoever on the
exterior of the Building or on any exterior windows in the Building or elsewhere
within the Premises so as to be visible from the exterior of the Building, or on
the interior walls,  including doorways of the Premises so as to be visible from
the public hallways or other public areas of the Building,  except such numerals
and lettering on doorways as may be approved and permitted by Lessor in writing.

     Section  10.2  Parking.  Lessee  shall have the right to use (3.5)  parking
spaces per 1,000 actual  square feet.  In the event Lessee  regularly  uses more
parking spaces, Lessor shall have the right to charge Lessee for such excess use
at the rates specified below.  Lessor shall have the sole and exclusive right to
designate,  and from time to time in its  discretion,  redesignate  the  parking
space or spaces  available  for the use of Lessee,  its  employees,  its agents,
officers and customers.  Such parking facilities shall at all times be under the
exclusive control and management of Lessor, and Lessor shall have the right from
time to time to establish, modify and enforce rules and regulations with respect
to such parking facilities. The parking lot may not be used to store vehicles or
to work on vehicles. No vehicle shall be parked in the parking lot for more than
eighteen (18) consecutive  hours without prior approval from Lessor.  The tenant
agrees to assume responsibility for compliance by its employees with the parking
provisions  contained  herein. If the Tenant or its employees park in other than
such designated  parking areas the Landlord may charge the Tenant, as additional
rent, Ten Dollars ($10.00) per day for each day or partial day each such vehicle
is parked in any part of the parking lot, or in a fire lane or handicapped area.
Any  vehicles  parked in the parking  lots in breach of these terms may be towed
away at Lessee's expense. Lessee releases, indemnifies and holds harmless Lessor
and  Lessor's  officers,  employees  and agents from any claims  arising from or
relating to such towing of vehicles including any consequential  damages or loss
of the use of the  vehicle  or other  property.  The right to tow a  vehicle  in
addition to Lessor's  rights under the Lease for default or breach of any of the
terms hereof.

     Other  than  parking,  egress and  ingress,  Lessee has no right to use the
common  areas and Lessee  shall not obstruct  the common  areas,  including  the
sidewalks, landscaped areas, paved areas, parking lots, or driveways.


                                   ARTICLE XI

     Section 11.1 Breach or Default.  Lessee shall have  breached this Lease and
shall be  considered  in default  hereunder  if (a) Lessee  files a petition  in
bankruptcy or  insolvency or for  reorganization  under any  bankruptcy  act, or
makes an assignment for the benefit of creditors;  (b)  involuntary  proceedings
are instituted  against Lessee under any bankruptcy act; (c) Lessee assigns this
Lease for the benefit of  creditors;  (d) Lessee  fails to pay any rent when due
and does not make the delinquent  payments within five (5) days after receipt of
notice thereof from Lessor; or (e) Lessee fails to perform or comply with any of
the  covenants  or  conditions  of this Lease and such failure  continues  for a
period of thirty (30) days after  receipt of notice  thereof from
Lessor.

         Section  11.2 Effect of Breach or Default.  In the event of a breach of
this Lease as set forth in Section 11.1 above,  the rights of Lessor shall be as
follows:

               (a)  Lessor  shall have the right to cancel  and  terminate  this
          Lease,  as well as all of the right,  title,  and  interest  of Lessee
          hereunder,  by giving to Lessee not less than ten (10) days  notice of
          the cancellation  and termination.  On expiration of the time fixed in
          the  notice,  this Lease and the right,  title and  interest of Lessee
          shall terminate in the same manner and with the same force and effect,
          except as to Lessee's liability, as of the date fixed in the notice of
          cancellation   and  termination  were  the  end  of  the  term  herein
          originally determined.

               (b)  Lessor may elect,  but shall not be  obligated,  to make any
          payment required by Lessee herein or comply with any agreement,  term,
          or condition  required  hereby to be  performed by Lessee,  and Lessor
          shall  have  the  right to  enter  the  Premises  for the  purpose  of
          correcting  or remedying  such default and to remain until the default
          has  been  corrected,   or  remedied,  but  any  expenditure  for  the
          correction by Lessor shall not be deemed to waive or release  Lessee's
          default  or  Lessor's  right to take any  action  as may be  otherwise
          permissible hereunder or under the law in the case of any default.

               (c) Lessor may re-enter the Premises  immediately  and remove the
          property and  personnel of Lessee,  and store the property in a public
          warehouse or at a place selected by Lessor,  at the expense of lessee.
          After  re-entry,  Lessor may terminate this Lease on giving ten within
          ten (10) days written notice of  termination  to Lessee.  Without such
          notice, re-entry will not terminate this Lease. On termination, Lessor
          may  recover  from  Lessee  all  damages  resulting  from the  breach,
          including  the cost of  recovering  the  Premises and the worth of the
          balance of this Lease over the reasonable rental value of the Premises
          for  the  remainder  of the  Lease  term,  which  such  sum  shall  be
          immediately due Lessor from Lessee.

     After  re-entry,  Lessor may relet the Premises or any part thereof for any
term without  terminating this Lease, at the rent and on the terms as Lessor may
choose. Lessor may make alterations and repairs to the Premises.  The duties and
liabilities of the parties if the Premises are relet as provided herein shall be
as follows:

               (I) In addition to Lessor's liability to Lessor for Breach of the
          Lease,  Lessee shall be liable for all expenses of the reletting,  for
          the alterations  and repairs made, and for the difference  between the
          rent  received by Lessor  under the new lease  agreement  and the rent
          installments that are due for the same period under this Lease.

               (II) Lessor shall have the right to apply the rent  received from
          reletting the Premises (a) to reduce  Lessee's  indebtedness to Lessor
          under this Lease, not including indebtedness for rent; (b) to expenses
          of the reletting  and  alterations  and repairs made;  (c) to rent due
          under this Lease; or (d) to payment of future rent under this Lease as
          it becomes due.

     If the new lessee does not pay a rent installment  promptly to Lessor,  and
the rent installment has been credited in advance of payment to the indebtedness
of Lessor as provided herein,  and during any rent installment  period, are less
than the rent payable for the corresponding installment period under this Lease,
Lessee shall pay Lessor the  deficiency,  separately  for each rent  installment
deficiency  period  and before  the end of that  period.  Lessor may at any time
after a reletting  terminate  the Lease for the breach on which Lessor had based
the re-entry and subsequently relet the Premises.

               (d) After  re-entry,  Lessor may  procure  the  appointment  of a
          receiver to take  possession  and collect rents and profits of Lessee,
          and, if necessary,  to collect the rents and profits, the receiver may
          take  possession  of the  personal  property  used in the  business of
          Lessee,  including inventory,  trade fixtures and furnishing,  and use
          them without  compensating  Lessee.  Proceedings  for appointment of a
          receiver by Lessor shall not  terminate  and forfeit this Lease unless
          the  Lessor  has  given  written  notice of  termination  to Lessee as
          provided herein.

               (e) In addition to the remedies  provided in this  Section  11.2,
          the Lessor shall have all  remedies  now or hereafter  provided by law
          for the  enforcement  of the  provisions  of this  Lease and  Lessor's
          rights hereunder.

         Section  11.3  Abandonment.  Lessee  shall not  vacate or  abandon  the
Premises at any time during the term hereof, and if Lessee shall abandon, vacate
or surrender the Premises,  or be dispossessed by process of law, or otherwise,
any personal  property  belonging  to Lessee and left on the  Premises  shall be
deemed to be abandoned,  at the option of Lessor, except such property as may be
mortgaged to Lessor.  However,  Lessee reserves the right to vacate the premises
at any time and continue to pay monthly rental obligation.

         Section 11.4 Lessor's Lien. As security for the payment and performance
by the Lessee of all terms,  covenants and  conditions on the part of the Lessee
to be paid or  performed  hereunder,  the Lessee  hereby  grants to the Lessor a
security interest in all furniture,  equipment,  fixtures, furnishings and other
personal  property  of the Lessee now or  hereafter  situated  in the  Premises.
During any time that the Lessee is in default under the Lease,  the Lessee shall
not have the right to remove from the  Premises any such  furniture,  equipment,
fixtures,  furnishings,  or other personal property. In the event of any default
hereunder  by the  Lessee,  the Lessor  shall have all rights and  remedies of a
secured  party under the Utah  Uniform  Commercial  Code,  as now in force or as
hereafter amended.  Such security interest of the Lessor shall be in addition to
any statutory lien or other security interest now or hereafter existing.


                                   ARTICLE XII

     Section 12.1 Subordination.

               (a) This Lease, at Lessor's  option,  shall be subordinate to any
          ground lease, mortgage,  deed of trust, or any other hypothecation for
          security now or hereafter  placed upon the Property and to any and all
          advances   made  on  the  security   thereof  and  to  all   renewals,
          modifications, consolidations, replacements and extensions thereof. If
          Lessor or any mortgagee, trustee, or ground lessor shall elect to have
          this Lease  prior to the lien of a  mortgage,  deed of trust or ground
          lease,  and shall give written  notice  thereof to Lessee,  this Lease
          shall be deemed  prior to any such  mortgage,  deed of trust or ground
          lease on the date of recording thereof.

               (b) Lessee agrees to execute any documents required to effectuate
          such  subordination  or to make  this  Lease  prior to the lien of any
          mortgage,  deed  of  trust  or  ground  lease,  as  the  case  may  be
          (including,  without limitation, a Subordination,  Non-Disturbance and
          Attornment  Agreement in the standard  form used by Lessor's  lender),
          and failing to do so within ten (10) days after written  demand,  does
          hereby make,  constitute,  and irrevocably  appoint Lessor as Lessee's
          attorney in fact and in Lessee's name, place and stead, to do so. Upon
          Lessee's  written  request to Lessor,  Lessor shall  request that it's
          tender issue to Lessee a  non-disturbance  agreement on such  lender's
          standard form; provided,  however, the failure of such lender to issue
          such a  non-disturbance  agreement  shall  in no way  affect  Lessee's
          obligations under this Lease, including this Section 12.1

<PAGE>


     Section 12.1 Mortgagee Protection.

          (a) If, in connection with obtaining financing for the Property or any
     portion thereof, Lessor's lender shall request reasonable modifications to
     this Lease as a condition to such financing, Lessee shall not unreasonably
     withhold, delay or defer its consent to such modifications, provided such
     modifications do not materially adversely affect Lessee's rights or
     increases Lessee's obligations under this Lease.

          (b) Lessee agrees to give to any trust, deed or mortgage holder
     ("Holder"), by prepaid certified mail, return receipt requested, at the
     same time as it is given to Lessor, a copy of any notice of default given
     to Lessor, provided that prior to such Lessee has been notified, in
     writing, (by way of notice of assignment of rents and losses, or otherwise)
     of the address of such Holder. Lessee further agrees that if Lessor shall
     have failed to cure such default within the time period provided for in
     this Lease, then the Holder shall have an additional thirty (30) days after
     expiration of such period, or after receipt of such notice from Lessee (if
     such notice to the Holder is required by this section), whichever is last
     to occur, within which to cure such default or if such default cannot be
     cured within that time, then such additional time as may be necessary to
     cure such default (including but not limited to commencement of foreclosure
     proceedings, if necessary, to effect such cure), in which event this lease
     shall not be terminated.

                                  ARTICLE XIII

     Section 13.1 Indemnification. Lessee agrees to indemnify and save the
Lessor harmless from expenses, actions, costs of actions (including attorneys'
fees), for injury (including death), to any person or persons which may occur
in, or about the Premises. Lessee agrees to pay all sums of money in respect of
any labor, services, materials, suppliers or equipment furnished or alleged to
have been furnished to Lessee in or about the Premises which may be secured by
any mechanic's materialmen's or other lien against the Premises or the Lessee's
interest therein and will cause each such lien to be discharged, if filed,
provided that Lessee may contest such lien upon delivery to Lessor of cash or
marketable securities having a face amount not less than one and one-half (1
1/2) times the face amount of any such lien. If such lien is reduced to final
judgment, then and in such event lessee shall forthwith pay and discharge said
judgment.

     Section 13.2 Assumption of Risk. The Lessee assumes all risk of damage of
Lessee's property within the Premises which may be caused by water leakage,
fire, windstorm, explosion, falling plaster or other cause, or by the act or
omission of any other tenant in the Building, unless caused by Lessor's
negligence.

                                  ARTICLE XIV

     Section 14.1 Notices. Any notice given to Lessor shall be in writing and
forwarded to the Lessor at Lessor's office by registered or certified mail. Any
notices given to the Lessee shall be in writing and forwarded to the Lessee at
the Premises by registered or certified mail. Either Party may designate another
place for service or notices by written direction served on the other party by
registered or certified mail. Any such notice shall be deemed to have been
resolved four (4) days after its mailing.

LESSOR:                               LESSEE:

     Beckstrand & Associates                Wasatch Interactive Learning
     6322 South 3000 East, Suite 120        5250 South Commence Drive, Suite 101
     Salt Lake City, UT  84121              Salt Lake City, UT  84107

                                   ARTICLE XV

     Section 15.1 [OMITTED]

                                  ARTICLE XVI

     Section 16.1 Notice of Surrender. At least ninety (90) days before the last
day of the term hereof, Lessee shall give to Lessor a written notice of
intention to surrender the Premises on that date, but nothing contained herein
shall be construed as an extension of the term hereof or as consent of Lessor to
any holding over by Lessee.

     Section 16.2 Surrender at End of Term. Upon the expiration of the term
hereof or sooner termination of this Lease, Lessee agrees to surrender and yield
possession of the Premises to the Lessor peacefully and in good order and
condition, subject only to ordinary wear and reasonable use thereof, and subject
to such damage, destruction or condition as Lessee is not required to restore or
remedy under other terms and provisions of this Lease. Lessee shall promptly
surrender all keys for the Premises to Lessor at the place then fixed for
payment of rent and shall inform Lessor of combinations on any locks and sales
on the Premises. Any property left in the Premises after the expiration or
termination of this Lease shall be deemed to have been abandoned by Lessee and
the property of Lessor to dispose of as Lessor deems expedient. Lessee agrees
that, if Lessee does not surrender to Lessor, at the expiration of the term of
this Lease or upon any termination thereof, then Lessee will pay to Lessor all
damages that Lessor may suffer on account of Lessee's failure to surrender
possession to Lessor, and will indemnify and save Lessor harmless from and
against all claims made by any succeeding lessee of the Premises against Lessor
on account of such delay.

     Section 16.3 Surrender of premises. The voluntary or other surrender of
this Lease by Lessee or a mutual cancellation thereof shall not work a merger,
and, at the option of Lessor, shall terminate all or any existing subleases or
subtenancies, or at the option of Lessor, may operate as an assignment to Lessor
of any or all such subleases or sub tenancies.

     Section 16.4 Holding Over. In the event Lessee, with Lessor's consent,
remains in possession of the Premises after the expiration of this Lease and
without the execution of a new lease, such tenancy shall be deemed to be from
month to month, subject to all the conditions, provisions and obligations of
this Lease, at a rental equal to the last rental paid under this Lease, plus
annual increases as more particularly set forth in ARTICLE IV of this Lease.

     Section 16.5 Quiet Enjoyment. The Lessor covenants and agrees with Lessee
that upon Lessee paying said rent and other charges and performing all of the
covenants and provisions aforesaid on Lessee's part to be observed and
performed, the Lessee shall any may peaceably and quietly have, held and enjoy
the Premises in accordance with this Lease.

     Section 16.6 Light and Air. Lessee covenants and agrees that no diminution
of light, air or view by any structure which may hereafter be erected (whether
or not by Lessor) shall entitle Lessee to any reduction of rent hereunder,
result in any liability of Lessor to Lessee, or in any other way affect this
Lease.

<PAGE>


                                  ARTICLE XVII

     Section 17.1 Insurance. Lessee agrees to keep in force during the term
hereof, at Lessee's expense, public liability insurance with limits in the
amount of $1,000,000 for inquiries to or death of persons occurring on or about
the Premises and property damage insurance with limits of $200,000. Said policy
shall name Lessor as an additional insured, and shall insure Lessor against
liability as a respects acts, or omissions of Lessee; shall be issued by an
insurance company licensed to do business in the State of Utah; and shall
provide that said insurance shall not be cancelled unless ten (10) days prior
written notice to Lessor is first given. Insurance required hereunder shall be
in companies holding a "General Policyholders Rating" of at least B plus, or
such other rating as may be required by a lender having a lien on the Premises,
as set forth in the most current issue of "Best's Insurance Guide."

     Said policy or a certificate thereof shall be delivered to Lessee upon
commencement of the term and upon such renewal of such insurance.

     Section 17.2 Subrogation. As long as their respective insurers so permit,
Lessor and Lessee hereby mutually waive their respective rights of recovery
against each other for any loss insured by fire, extended coverage and other
property insurance policies existing for the benefit of the respective parties.
Each party shall obtain any special endorsements, if required by their insurer
to evidence compliance with the aforementioned waiver.

                                 ARTICLE XVIII

     Section 18.1 Obedience to Laws. Lessee shall, at Lessee's sole costs and
expense, promptly comply with all statutes, ordinances, rules, orders,
regulations and/or requirements of all county, municipal, state, federal, and
other applicable governmental authorities now in force, or which may hereinafter
be in force, pertaining to the Premises. Lessee shall not use or permit anything
to be done in or about the Premises which will in any way conflict with any
states, ordinances, rules, orders, regulations and/or requirements of all
county, municipal, state, federal, and other applicable governmental authorities
now in force, or which may hereinafter be in force.

     Section 18.2 Governing Law. This Lease shall be construed and governed by
the laws of the State of Utah. Should any provision of this Lease be illegal or
not enforceable under such laws, it or they shall be considered severable and
this Lease and its conditions shall remain in force and be binding upon the
parties as though the said provisions had never been included.

     Section 18.3 Waiver of liability. Lessor shall not be liable to Lessee, or
those claiming through or under Lessee, for injury, death or property damage
occurring in, on or about the Building and appurtenances thereto, and Lessee
shall indemnify Lessor and hold it harmless from any claim arising out of any
injury, death or property damage occurring in, on or about the Premises to
Lessee or any employee, customer or invitees of Lessee.

     Section 18.4 Time. Time is of the essence of this Lease and each and all of
its provisions.

     Section 18.5 Attorneys' Fees. If either Lessor or Lessee shall obtain legal
counsel or bring an action against the other by reason of the breach of any
covenant, warranty or condition hereof, or otherwise arising out of this Lease
the unsuccessful party shall pay to the prevailing party reasonable attorneys'
fees, which shall be payable whether or not any action is prosecuted to
judgment. The term "prevailing party" shall include, without limitation, a party
who obtains legal counsel or brings an action against the other by reason of the
other's breach or default and obtains substantially the relief sought, whether
by compromise, settlement or judgment.

     Section 18.6 Waiver. No waiver of any condition or covenant of this Lease
or Lessor shall be deemed to imply or constitute a further waiver by lessor of
any other condition of this Lease. The rights and remedies created by this Lease
are cumulative and the use of one remedy shall not be taken to exclude or waive
the right to the use of another.

     Section 18.7 Severability. If any provision of this Lease or the
application thereof to any person or circumstance shall be invalid or to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

     Section 18.8 Addenda. Clauses, additional conditions, plats and riders, if
any, signed by Lessor and Lessee and endorsed on or affixed to the Lease are a
part hereof, and in the event of variation or discrepancy the duplicate original
hereof, including such clauses, additional conditions, plats and riders, if any,
held by Lessor shall control.

     Section 18.9 Entire Agreement. This Lease constitutes the entire agreement
between Lessor and Lessee and no representations, express or implied, either
written or oral, not herein set forth shall be binding upon and inure to the
benefit of Lessor or Lessee. This Lease shall not be modified by an oral
agreement, either express or implied, and all modifications shall be in writing
and signed by both Lessor and Lessee. No surrender of the Premises, or of the
remainder of the term of this Lease shall be valid unless accepted by Lessor in
writing.

     Section 18.10 No Waiver. Failure of Lessor to insist, in any one or more
instances, upon strict performance of any term, covenant or condition of this
Lease, or to exercise in any option herein contained, shall not be construed as
a waiver or relinquishment for the future of such term, covenant, condition or
option, but the same shall continue and remain in full force and effect. The
receipt by Lessor of rents with knowledge of a breach in any of the terms,
covenants or conditions of this Lease to be kept or performed by Lessee shall
not be deemed a waiver of such breach and Lessor shall not be deemed to have
waived any provisions of this Lease unless expressed in writing and signed by
Lessor.

     Section 18.11 Heirs and Assigns. This Lease an all provisions, covenants
and conditions thereof shall be binding upon and inure to the benefit to the
heirs, legal representatives, successors and assigns of the parties hereto,
except that no person, firm, corporation or court officer holding under or
through Lessee in violation of any of the terms, provisions or conditions of
this Lease shall have any right, interest or equity in or to this Lease, the
terms of this Lease or the Premises covered by this Lease.

     Section 18.12 Sale of Lessor. In the event of a sale or conveyance by
Lessor of the Building, the same shall operate to release Lessor from any future
liability upon any of the covenants or conditions, express or implied, herein
contained in favor of Lessee, and in such event Lessee agrees to look solely to
the responsibility of the successor in interest of Lessor in and to this Lease.
If any security be given by Lessee to secure the faithful performance of all or
any of the covenants of this Lease on the part of Lessee, Lessor may transfer
and/or deliver the security, as such, to the successor in interest of Lessor,
and thereupon Lessor shall be discharged from any further liability inference
thereto. Except as set forth in this Section 18.12 this Lease shall not be
affected by any such sale or conveyance provided new buyer agrees in writing to
assume all of the obligations of Lessor hereunder.

     Section 18.13 Estoppel Certificates. At any time and from time to time,
upon not less than ten (10) days prior to request by Lessor, Lessee shall
execute, acknowledge and deliver to lessor a statement certifying the date of
commencement of this Lease, stating without limitation that (a) this Lease is
unmodified and in full force and effect (or if there have been modifications,
that this lease is in fully force and effect as modified and the date and nature
of such modifications); (b) the dates to which the rent has been paid; (c)
Lessee has no claims against Lessor; (d) neither Lessor nor Lessee is in default
under this Lease; and (e) setting forth such other matters as may reasonably be
requested by Lessor. Lessor and Lessee intend that by such statement delivered
pursuant to this Section 18.13 may be relied upon any mortgagee or the
beneficiary of any Deed of Trust or by any purchaser as prospective purchaser of
the Building.

<PAGE>


     Section 18.14 Defined Terms: Headings. The words "Lessor" and "Lessee" as
used herein shall include the plural as well as the singular. Words used in
masculine gender include the feminine and neuter. If there be more than one
Lessee, the obligation hereunder implied upon Lessee shall be joint and several.
The headings to the paragraphs of this Lease are not a part of this Lease and
shall have no effect upon the construction or interpretation of any part hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.

LESSOR:                                 LESSEE:

THE ATRIUM BUILDING L.L.C.              WASATCH INTERACTIVE LEARNING

By and through it Manager The Atrium
Building Management Corporation


By /s/ JEFF PECK                        By /s/ BARBARA MORRIS
   ----------------------------            ----------------------------
   Jeff Peck                               Barbara Morris
        Its: Vice President                    Its:  President



                              BY:
                                   ----------------------------

<PAGE>


                                   ADDENDUM A


TENANT IMPROVEMENTS:

Lessor shall build a common area corridor to down size Lessee by 2,107 rentable
square feet. A the end of the corridor shall be one wall ("wall") that will
secure the Lessee's Premises from the corridor. Lessor shall install an exit
door with a panic bar (in the event of an emergency) in said wall. Lessor shall
finish the interior of the wall around the new door to match Lessee's other
interior walls. Changes to electrical, heating/cooling, overhead lights, light
switches, carpet repair, and the like because of said wall will be the
responsibility of Lessor.

SIGNAGE:

Lessor shall install Suite 101 on Lessee's new exit door. Lessee shall be
responsible for all other costs associated with additional signs as a result of
their down sizing. All signage shall be pre-approved with Lessor, and shall
comply with Building standard signage.

EARLY TERMINATION:

At any time during this Lease, the Lessee may terminate this Lease provided that
the Lessee has given Lessor 12 months prior written notice of its intentions to
terminate the Lease with no further rental payments or obligations under the
lease, provided Lessee is in compliance with all the terms and conditions of the
Lease.

AGENCY DISCLOSURE:

Lessor and Lessee warrant and represent that they have had no dealing with any
outside real estate broker or agent, and know of no one who is entitled to a
commission in connection to any potential Lease between Lessor and Lessee.

<PAGE>


                              ATRIUM BUILDING RULES

I.   RENT

     A.   Rent is due on the first (1st) day of the month.

     B.   Rent shall be paid to Beckstrand and Associates at 6322 South 3000
          East, Salt Lake City, UT 84121.

     C.   Checks returned due to insufficient funds will be assessed a $25
          Service fee.

II.  PROPERTY MANAGEMENT

     A.   The Atrium Building is owned by The Atrium Building L.L.C. and managed
          by Beckstrand and Associates.

     B.   Beckstrand & Associates is the Property Management Company. Should you
          have any maintenance questions or concerns, please call Stan Davis at
          733-3560 (Digital pager *267-2054), or give the information to
          whomever answers the phone and the message will be relayed.

III. SIGNS

     A.   Standard signs must be used on all office doors and entrances.
          Beckstrand and Associates will order signs and bill the tenant for the
          purchase price.

     B.   All signs are the property of Beckstrand and Associates and are not to
          be removed without the express approval of Beckstrand and Associates.

IV.  PARKING

     A.   In order to leave the most convenient space for customer's parking we
          ask that tenants and their employees do not park directly in front of
          the building.

     B.   Please refrain from parking in the spaces reserved for the
          handicapped. Unauthorized vehicles parked in the spaces will be towed
          away at the owner's expense.

     C.   Vehicle should not be left in the parking lot overnight. Any vehicle
          left overnight without prior consent will be towed away at the owner's
          expense.

     D.   Any vehicle parked on the premises for the purpose of setting that
          vehicle will be towed away at the owner's expense.

     E.   The storage, repairs, or cleaning of vehicles will not be permitted on
          the premises.

V.   SECURITY

     A.   There is a "No Soliciting" sign posted on the building. We would
          appreciate being notified if there is any soliciting on the premises.

     B.   All buildings are equipped with fire extinguishers. Please
          fasmiliarize yourself with the location of them.

     C.   When you leave at the end of the day please make sure that all windows
          are closed and that all doors are locked.

     D.   Please make sure you turn off your coffee makers and misc. equipement
          each night to prevent fire. We stongly recommend that all coffee
          makers be equipped with an automatic shutoff.

     E.   The distribution or posting of handbills on the premises is
          expressively prohibited. We would appreciate being notified if
          handbills are distributed or posted.

VII. TRASH DISPOSAL

     A.   Lessee may utilize available dumpsters for office waste only. Packing
          skids, boxes, or garbage from home are not to be placed in or around
          dumpsters. It is the sole responsibility of the Lessee to dispose of
          excessive trash and packaging material somewhere else.

VIII. SMOKING

     A.   Due to the Utah Clean Air Act, it has become our policy to have
          tenants refrain from smoking in the buildings.

IX.  MISCELLANEOUS

     A.   Chair mats are required under all rolling chairs.

X.   KEYS

A.   Tenant will be given two sets of keys. Additional keys are the
     responsibility of the tenant. You must contact Beckstrand & Assoc. before
     rekeying any locks. Rekeying of locks will be at the expense of the Lessee.
     Any rekeying of locks must be on Beckstrand & Assoc. master system.

B.   A keyloss lock system is activated at the Main Entrance from 7:30 p.m. to
     6:30 a.m., Monday - Friday and 3:00 p.m. to 7:00 a.m. on Saturday. Each
     tenant is responsible for releasing entry codes and/or access cards only to
     their employees in the event they need off-hours entry. The codecards may
     be changed periodically for security purposes. If so, affected tenants will
     be notified.

XI.  INVOICING

A.   Beckstrand and Associates does not invoice for monthly rents. Lessee is
     responsible for keeping track of annual increases. As we audit files, we
     will notify you as a courtesy, but we are not obligated to do so.

<PAGE>


<TABLE>
<S>                                    <C>                  <C>
TENANT:  Wasatch Interactive Learning  Term:                Twenty-Five (25) Months
Monthly Rent Summary per Lease         From/to:             Feb 1, 2000 - Feb 28, 2002
ATRIUM BUILDING                        Annual [ILLEGIBLE]:  5.0%
Building:    5250 S. Commerce Dr.      Variable SP:         1,931
Suite:           170                   Renewable SP:        2,317
                                       Load [ILLEGIBLE]:    19.99%
                                       Security Dep:        50.00
                                       [ILLEGIBLE]:         50.00
</TABLE>


================================================================================

**RENTAL PAYMENT DUE ON THE FIRST OF THE MONTH**
Note Rent for February will be pro-rated based upon occupancy date.

<TABLE>
<CAPTION>

                  2000              2001             2002              2003             2004
                  ----              ----             ----              ----             ----

<S>            <C>               <C>             <C>                     <C>                <C>
JAN                              $3,041.06        $3,193.11
FEB            $2,896.25         $3,041.06        $3,199.11
MAR            $2,896.25         $3,041.06
APR            $3,041.06         $3,193.11
MAY            $3,041.06         $3,193.11
JUN            $3,041.06         $3,193.11
JUL            $3,041.06         $3,193.11
AUG            $3,041.06         $3,193.11
SEP            $3,041.06         $3,193.11
OCT            $3,041.06         $3,193.11
NOV            $3,041.06         $3,193.11
DEC            $3,041.06         $3,193.11

               33,162.04         37,861.17         6,386.22              0.00               0.00

NUMBER OF MONTHS:                                     25.00
TOTAL RENT PER TERM OF LEASE                     $77,409.43
</TABLE>

================================================================================

ADDITIONAL NOTES:
----------------

Janitorial:              Lessee
Utilities:               Lessor
Pass thru:               N/A          Taxes:                 Landlord
% Complex:               5.18%        Total Complex:         44,772
Tenant Improvements:                  $2.00 per square ft. allowance


Past due:             5 days
Late fee:             5%
Interest:             12%
[ILLEGIBLE]:          $25


                                Total SF                    Cost
                                  2317                     Per SF

RENT/Mo.                         2,896.25                   15.00
T.L.O # Mo.*                       210.41                    1.09
Other/Mo.                            0.00                    0.00
                               ----------               ---------

Net Rents:                      $2,685.84                  $13.91

* Estimated Cost of Tenant Improvements

T.I.                             4,654.00
                           --------------
                                $4,654.00

Interest Rate:                     12.00%

<PAGE>


                     ARTIUM BUILDING INVESTMENT CORPORATION
                       FIRST AMENDMENT TO LEASE AGREEMENT


     THIS AGREEMENT MADE and entered into this 9th day of February, 2000, by and
between Atrium Building Investment Corporation ("Lessor") and Wasatch
Interactive Learning ("Lessee").

                                    RECITALS:

     A.   Beckstrand & Associates, as Lessor and Lessee previously entered into
          a Lease Agreement dated April 17, 1999, for the premises located at
          5250 South Commerce Drive, Suite 101 consisting of approximately 6,584
          rentable square feet ("the Lease").

     B.   Lessor is the present owner of the building in which the leased
          premises are located.

     C.   LESSOR AND LESSEE desire to amend the said Lease as set forth
          hereinafter:

NOW, THEREFORE, in consideration of their mutual promises and covenants, the
parties agree as follows:

     1. Expansion. Commencing on February 1, 2000 or upon occupancy, whichever
shall occur first (the "commencement date"), Lessee shall expand its facilities
into Suite 170 consisting of approximately 2,317 rentable square feet and 1,931
useable square feet, as outlined on Exhibit "A" (the "new space").

     2. Term. Lessee shall be entitled to occupy the new space for a term of Two
(2) years and One (1) month, commencing on the commencement date and terminating
on the 28th day of February, 2002.

     3. Base Rent. Upon the commencement date, Lessee shall pay Lessor $2,896.25
per month for the new space. Should commencement occur on any date other than
the first day of the month, rent shall be prorated.

     4. Escalation. Rent shall escalate by Five percent (5%) effective each
April during the Term of this Amendment.

     5. Tenant Improvements. Lessor shall provide Lessee with a $2.00 per
rentable square foot allowance ($4,634.00) for tenant improvements within the
space.

     6. Provisions of Lease. During the term of the Lease, all terms and
conditions of the Lease shall apply except as modified by the First Amendment to
Lease.

IN WITTNESS  WHEREOF,  the parties have executed  this First  Amendment to Lease
Agreement as of the day and year first above written.

LESSOR:                                          LESSEE:
ATRIUM BUILDING INVESTMENT CORPORATION           WASATCHINTERACTIVE EARNING


By                                               By
  ------------------------------------             -----------------------------
         Jeff Peck

Its:  Vice President                             Its:  President


6322 South 3000 East, Salt Lake City, UT 84121 o (801) 733-3560
o Fax: (801) 733-3599