Exhibit 10.6

                                  Master Lease

                                    LANDLORD
                                    --------

                              PARKWAY TOWER, L.L.C.

                                     TENANT
                                     ------

                            SUNDOG TECHNOLOGIES, INC.


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                                TABLE OF CONTENTS

1.       OPERATIVE FACTS.................................................. 1


         1.1      Premises & Preparation.................................. 1
         1.2      Term.................................................... 1
         1.3      Projected Commencement Date ............................ 1
         1.4      Basic Monthly Rent ..................................... 2
         1.5      LANDLORD'S Operating Expenses .......................... 2
         1.6      TENANT'S Operating Expenses............................. 2
         1.7      Security Deposit........................................ 2


2.       PARKING  ........................................................ 2

         2.1      Landlord................................................ 2


3.       TERM     ........................................................ 2

         3.1      Length of Term.......................................... 2
         3.2      Actual Commencement Date................................ 2
         3.3      Acknowledgment of Actual Commencement Date.............. 3

4.       MONTHLY RENT..................................................... 3

         4.1      Basic Monthly Rent...................................... 3
         4.2      Additional Rent......................................... 3
         4.3      Consumer Price Index Escalation......................... 3

5.       TENANT'S RESPONSIBILITY FOR OPERATING EXPENSES................... 3

         5.1      Definitions............................................. 3
         5.2      Statement of Operating Expenses and
                    Estimated Operating Expenses.......................... 4
         5.3      Payment of Additional Rent.............................. 5
         5.4      Resolution of Disagreement.............................. 5
         5.5      Limitation.............................................. 6

6.       SECURITY DEPOSIT................................................. 5

7.       USE      ........................................................ 6

         7.1      Use of Premises......................................... 6
         7.2      Prohibition of Certain Activities or Uses............... 6
         7.3      Affirmative Obligations with Respect to Use............. 6
         7.4      Suitability............................................. 7
         7.5      Taxes................................................... 7

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8.       UTILITIES AND SERVICE............................................ 7

         8.1      Obligations of LANDLORD................................. 7
         8.2      Additional Services..................................... 8
         8.3      Utilities Consumption................................... 8
         8.4      TENANT'S Obligations.................................... 8
         8.5      Non Business Hour HVAC and
                    Overhead Lighting..................................... 8
         8.6      Limitations LANDLORD'S Liability........................ 9

9.       MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS..................... 9

         9.1      Maintenance and Repairs by LANDLORD..................... 9
         9.2      Maintenance and Repairs by TENANT....................... 9
         9.3      Alterations............................................. 9
         9.4      LANDLORD'S Access to Leased Premises....................10

10.      LIENS    ........................................................11


11.      ASSIGNMENT.......................................................11

         11.1     General ................................................11
         11.2     Submission of Information ..............................12
         11.3     Payments to LANDLORD ...................................12
         11.4     Prohibited Transfers ...................................12

12.      INDEMNITY........................................................12

         12.1     Indemnification of LANDLORD.............................12
         12.2     Release of LANDLORD.....................................12
         12.3     Notice..................................................13
         12.4     Litigation..............................................13

13.      INSURANCE........................................................13

         13.1     LANDLORD'S Insurance ...................................13
         13.2     TENANT'S Insurance .....................................13
         13.3     Forms of Policies.......................................14

14.      DAMAGE OR DESTRUCTION............................................14

         14.1     LANDLORD'S Obligations..................................14
         14.2     TENANT'S Obligation ....................................15

15.      CONDEMNATION.....................................................15

         15.1     Total Condemnation......................................15
         15.2     Partial Condemnation....................................15
         15.3     LANDLORD'S Option to Terminate..........................15
         15.4     Award...................................................15
         15.5     Definition..............................................16

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16.      LANDLORD'S RIGHT TO CURE.........................................16

17.      SUBORDINATION; AMENDMENT; ATTORNMENT.............................16

         17.1     Subordination...........................................16
         17.2     Amendment...............................................16
         17.3     Attornment..............................................17

18.      DEFAULT; REMEDIES; ABANDONMENT; PAST SUMS DUE;
           PENALTY  ......................................................17

         18.1     Default by TENANT.......................................17
         18.2     LANDLORD'S Remedies.....................................17
         18.3     Certain Damages.........................................18
         18.4     Continuing Liability After Termination..................18
         18.5     Cumulative Remedies.....................................18
         18.6     Waiver of Redemption....................................19
         18.7     Past Due Sums; Penalty..................................19

19.      RENT ABATEMENT...................................................19

20.      END OF TERM .....................................................19

21.      ESTOPPEL CERTIFICATE.............................................19

         21.1     LANDLORD'S Right to Estoppel Certificate................19
         21.2     Effect of Failure to Provide Estoppel Certificate.......20

22.      COMMON AREAS.....................................................20

         22.1     Definition of Common Ares...............................20
         22.2     License to Use Common Areas.............................20
         22.3     Deliveries..............................................20
         22.4     Parking.................................................20

23.      SIGNS, AWNINGS AND CANOPIES......................................21

24.      REQUIREMENTS OF LAW; FIRE INSURANCE .............................21

         24.1     General.................................................21
         24.2     Hazardous Materials.....................................21
         24.3     Certain Insurance Risks.................................22

25.      LANDLORD'S RESERVED RIGHTS.......................................22

26.      RULES AND REGULATION.............................................22

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27.      MISCELLANEOUS PROVISIONS.........................................22

         27.1     No Partnership..........................................22
         27.2     Force Majeure...........................................22
         27.3     Modification for Lender.................................23
         27.4     No Light, Air or View Easement..........................23
         27.5     Holding Over............................................23
         27.6     Notices.................................................23
         27.7     Captions; Attachments...................................23
         27.8     Recording...............................................23
         27.9     Partial Invalidity......................................23
         27.10    Brokers Commission......................................24
         27.11    TENANT Defined; Use of Pronouns.........................24
         27.12    Provisions Binding, etc.................................24
         27.13    Entire Agreement, etc...................................24
         27.14    Recourse by TENANT......................................24
         27.15    Choice of Law...........................................25
         27.16    Time of Essence.........................................25
         27.17    No Waiver...............................................25
         27.18    Right and Remedies......................................25
         27.19    Authorization...........................................25
         27.20    No Construction Against Drafting Party..................25
         27.21    Not Used................................................25
         27.22    No Merger...............................................25
         27.23    Financial Report........................................25
         27.24    LANDLORD'S Fees.........................................26
         27.25    Attorney Fees...........................................26
         27.26    Successors..............................................26

Signatures        ....................................................26, 27


EXHIBITS:

         "A"      Legal Description

         "B"      Preliminary Plans

         "C"      Exterior Elevations

         "D"      Building Floor Plans

         "E"      TENANT Improvements

         "E1"     Preliminary TENANT Space Plan

         "E2"     Final Plans

         "F"      Rules and Regulations

         "G"      Guarantee

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                                 LEASE AGREEMENT

THIS LEASE  AGREEMENT  (Lease) is entered into this ___ day of May, 2000, by and
between PARKWAY TOWER,  L.L.C., a Utah Limited  Liability  Company,  hereinafter
referred to as LANDLORD, and SUNDOG TECHNOLOGIES,  INC., hereinafter referred to
as TENANT.

                                   WITNESSETH:

         WHEREAS, this Lease relates to a three story office building located at
10542 South Jordan Gateway (400 West), South Jordan City, Salt Lake County, Utah
84095; and further referenced in Exhibit "A" hereto; and,

                  WHEREAS,  LANDLORD  and TENANT are  desirous of entering  into
         this Lease.

         NOW,  THEREFORE,  for and in  consideration  of the mutual promises and
provisions  herein contained and for other good and valuable  consideration  the
receipt and sufficiency  whereof are hereby  acknowledged,  the parties mutually
certify and agree to the following terms and conditions:

         1.  OPERATIVE  FACTS.  This  Agreement  (hereafter  referred  to as the
"Lease") is made with respect to the following salient facts and definitions:

                  1.1 Premises & Preparation.

                           1.1.1 LANDLORD does hereby lease to TENANT and TENANT
         hereby leases from  LANDLORD,  that certain office space commonly known
         as  Suite  200,  as  indicated  on  Exhibit  "D"  attached  and by this
         reference made a part hereof (herein called "Premises"),  said Premises
         being  agreed,  for the purpose of this Lease,  to have a net  rentable
         area of 8,340  square feet and being  situated on the 2nd floor of that
         certain  building  known as Parkway  Towers 3 story office  building at
         10542 South Jordan Gateway, South Jordan, Utah (hereinafter referred to
         as the  "Building.")  Net  rentable  area is defined as the net useable
         area,  7,089  square feet,  plus a 15% building  load factor for common
         areas and is  calculated  by dividing the net useable area by .85. Said
         Lease is subject  to the terms,  covenants  and  conditions  herein set
         forth and the TENANT covenants, as a material part of the consideration
         for  this  Lease,  to keep  and  perform  each  and all of said  terms,
         covenants  and  conditions by it to be kept and performed and that this
         Lease is made upon the condition of said performance.

                           1.1.2 The respective obligations, if any, of LANDLORD
         and TENANT to perform the work and supply the  necessary  materials and
         labor to prepare the Premises for  occupancy by TENANT are described in
         detail on Exhibit "B" attached hereto and by this reference made a part
         hereof.  LANDLORD  and  TENANT  shall  expend all funds and do all acts
         required of them as described on Exhibit "B" and shall  perform or have
         such work  promptly  and  diligently  completed  in a  first-class  and
         workmanlike manner.

                           1.1.3  LANDLORD  and TENANT  shall  complete the work
         required  of  each  party,  as  specified  in  Exhibit  "B" as  soon as
         reasonably possible. Notwithstanding anything to the contrary contained
         in this Lease,  upon  occupancy of the  Premises by Tenant,  all of the
         obligations  of LANDLORD set forth in Exhibit "B" shall be deemed to be
         satisfactory completed, "Punch List" items excepted. "Punch List" items
         are defined as being minor construction defects or incomplete work, the
         non-completion  of which will not materially  interfere with the use of
         the Premises.

                  1.2 Term.  Five (5) Lease years. (60 months)

                  1.3 Projected Commencement Date.  May 1, 2000.

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                  1.4 Basic Monthly  Rent.  Thirteen  Thousand,  Two Hundred and
Five Dollars ($13,205.00). Basic monthly rent is calculated at the Lease rate of
$19.00  per square  foot  (annual)  times the net  rentable  square  foot of the
Premises  adjusted to the monthly  payment.  Net  rentable  size of the Premises
includes a 15 % common area load factor.

                  1.5 LANDLORD'S    Operating  Expenses.   LANDLORD'S  share  of
Operating  Expenses is computed by multiplying the number of net rentable square
feet applicable to the Premises by $5.25 per square foot.

                  1.6 TENANT'S Operating  Expenses.  TENANT'S share of Operating
Expenses shall be computed pursuant to Subsection 5.1.4.

                  1.7 Security Deposit.   $13,205.00.

         2.  PARKING.   The  Building  shall  have  uncovered   parking  spaces.
Approximately  five  percent  (5%) of these  spaces will be reserved for visitor
parking with sixty (60) minute time  limits,  a minimum of four (4) spaces shall
be reserved for handicap parking and up to twenty (20) spaces shall be available
as reserve  parking at a reasonable  monthly fee. The remaining  parking  spaces
shall be available to all TENANTS on a "first-come-first-serve"  basis and shall
be at no cost to TENANT or other TENANTS.

                  2.1 LANDLORD,  or its agents (if LANDLORD has  delegated  such
privileges) shall have the right to cause to be removed any cars of TENANT,  its
employees or agents that are parked in  violation  hereof or in violation of the
rules and regulations of the Building,  without liability of any kind to TENANT,
its agents or employees,  and TENANT  agrees to hold LANDLORD  harmless from and
defend it against any and all claims, losses, or damages and demands asserted or
arising in respect to or in connection with the removal of any such  automobiles
as aforesaid.  TENANT shall from time to time, upon request of LANDLORD,  supply
LANDLORD with a list of license plate  numbers of all  automobiles  owned by its
employees or agents who are to have parking privileges hereunder.  LANDLORD may,
as part  of the  regulations  promulgated  by it for  use of the  parking  areas
require than TENANT  cause an  identification  sticker  issued by LANDLORD to be
affixed to the bumpers or other designated location of all automobiles of TENANT
and its employees or agents who are authorized to park in the parking areas.

                  2.2 Parking  Privileges.  Parking  privileges for the Building
shall be provided on a first come first serve basis and are further regulated as
provided for in Section 22.4 of the Lease.

         3.  TERM.

                  3.1 Length of Term.  The  initial  term of this Lease shall be
for the period defined as the Term,  plus the partial  calendar  month,  if any,
occurring after the Actual  Commencement  Date (as  hereinafter  defined) if the
Actual Commencement Date occurs other than on the first day of a calendar month.
Lease Year shall include  twelve (12) calendar  months,  except that first Lease
Year will also include any partial  calendar  month  beginning  after the Actual
Commencement Date.

                  3.2 Actual  Commencement  Date. The actual  commencement  date
(Actual  Commencement  Date) of the Term shall be the earliest of the  following
dates:

                            3.2.1 The date on which the  Premises  are ready for
                  Occupancy as outlined in Exhibit "B" hereto; 3.2.2 The date on
                  which the  Premises  would have been Ready for  Occupancy  had
                  there  been  no  delay  due  to  changes  in the  Final  Plans
                  requested by TENANT, if any; or



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                           3.2.3 The date TENANT,  with prior written consent of
                  LANDLORD, actually commences to do business on the Premises.

                  3.3  Acknowledgment of Actual  Commencement  Date. Within five
(5) days after  LANDLORD'S  or TENANT'S  request to do so,  LANDLORD  and TENANT
shall execute a written  acknowledgment of the Actual  Commencement  Date, which
acknowledgment shall be deemed to be part of this Lease.

         4.  MONTHLY RENT.

                  4.1 Basic Monthly Rent. TENANT agrees to pay LANDLORD,  at 310
East  4500  South,  Suite  100  Murray,  Utah  84107  or at such  other  address
designated by LANDLORD,  the Basic Monthly Rent, without prior demand therefore,
without  offset or deduction and in advance  before the end of first day of each
calendar  month during the Term,  commencing  on the Actual  Commencement  Date.
TENANT shall thereafter, subject to any other adjustment contained in the Lease,
pay the amount of $13,205.00 in monthly Lease  payments  until the expiration of
the Lease term. In the event the Actual  Commencement Date occurs on a day other
than the first day of a calendar  month,  then the Basic Monthly Rent to be paid
on the first day rent is due shall  include both the Basic  Monthly Rent for the
first full calendar  month  occurring  after the first day rent is due, plus the
Basic  Monthly  Rent for the initial  fractional  calendar  month  prorated on a
per-diem basis (based upon a thirty (30) day month).

                  4.2 Additional Rent. All charges required to be paid by TENANT
hereunder,  including, without limitation,  payments for Operating Expenses, and
any other amounts payable hereunder, shall be considered additional rent for the
purposes of this lease  (Additional  Rent), and TENANT shall pay Additional Rent
upon written demand by LANDLORD with  reasonable  justification  or otherwise as
provided in this lease.

                  4.3      Basic Monthly Rent Escalation.

                            4.3.1 TENANT'S Basic Monthly Rent shall be increased
                  by  $  .50  per  rentable   square  feet  on  the  first  year
                  anniversary  of the first day of the first full calendar month
                  of  the  lease  Term  and  on  each  annual  anniversary  date
                  thereafter until the end of the lease Term.

         5.  TENANT'S RESPONSIBILITY FOR OPERATING EXPENSES.

                  5.1  Definitions.  The following  words and phrases shall have
the meanings set forth below:

                           5.1.1  Operating Year means each calendar year ending
                  during  the  Term and the  calendar  year  ending  immediately
                  following the last day of the Term.


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                           5.1.2  Operating  Expenses means all actual costs and
                  expenses   incurred  by  LANDLORD  in   connection   with  the
                  ownership,   operation,  management  and  maintenance  of  the
                  Building and the Property and the related improvements located
                  thereon (the Improvements), including, but not limited to, all
                  expenses  incurred  by  LANDLORD  as a  result  of  LANDLORD'S
                  compliance  with  any and all of its  obligations  under  this
                  Lease (or under similar  leases with other TENANTS) other than
                  the  performance by LANDLORD of its  construction  obligations
                  under Section 1 hereof or similar  provisions of leases within
                  other TENANT spaces. In explanation of the foregoing,  and not
                  in limitation thereof Operating Expenses shall include (except
                  as set forth in  Subsection  8.6 hereof)  all fees,  costs and
                  expenses incurred by LANDLORD  relating to the following:  all
                  real and  personal  property  taxes  and  assessments  whether
                  general or special and any tax or assessment levied or charged

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                  in lieu thereof,  whether  assessed  against  LANDLORD  and/or
                  TENANT and whether collected from LANDLORD and/or TENANT, snow
                  and trash removal,  utilities,  supplies, public liability and
                  fire insurance with extended coverage,  licenses,  permits and
                  inspection,  legal fees  incurred  with  respect to  enforcing
                  rules  and   regulations   of  the  building  and   evictions,
                  accounting  fees  relating  to  operations  of  the  Building,
                  services  of  independent  contractors,  reasonable  fees  and
                  expenses incurred in property management,  including,  without
                  limitation, compensation, employment taxes and fringe benefits
                  of all  persons  who  perform  regular  and  recurring  duties
                  connected with day-to-day operation, maintenance and repair of
                  the Building,  its  equipment  and the adjacent  parking area,
                  driveways,  walks  and  landscaped  areas,  including  without
                  limitation janitorial, scavenger, gardening, security, parking
                  (whether underground,  on the surface or in an elevated ramp),
                  elevator, painting, plumbing, electrical,  carpentry, heating,
                  ventilation,  air-conditioning,  window washing,  signing, but
                  excluding persons performing  services not uniformly available
                  to or performed for substantially all TENANTS of the Building;
                  rental or a reasonable  allowance for depreciation of personal
                  property used in the maintenance,  operation and repair of the
                  Building.  All  Operating  Expenses  shall be  computed  on an
                  annual   basis.   Operating   Expenses   shall   not   include
                  depreciation  on the  Building  and the  Improvements,  income
                  taxes of LANDLORD, costs specifically charged to and recovered
                  from other TENANTS, insurance and condemnation proceeds, costs
                  for corrections of defects in the original construction of the
                  Building,  lease commissions  pertaining to the initial rental
                  of office  space in the  Building,  capital  additions  to the
                  Building or amounts paid toward principal or interest on loans
                  to  LANDLORD.  The  foregoing  sentence  notwithstanding,   if
                  LANDLORD  incurs any cost in making  capital  improvements  or
                  structural repairs to the Building or Property to effect labor
                  savings,  reduce  Operating  Expenses  or comply with any law,
                  ordinance,   rule  or   regulation   of  a   governmental   or
                  quasi-governmental  authority,  after the Actual  Commencement
                  Date,  such costs shall be  amortized  over the useful life of
                  the capital  improvement or structural  repair as an Operating
                  Expense.

                           5.1.3   Estimated   Operating   Expenses   means  the
                  projected amount of Operating Expenses for any given Operating
                  Year as estimated by LANDLORD, in its sole discretion.

                           5.1.4  TENANT'S  share of Operating  Expenses for the
                  first calendar year shall be the amount in excess of $5.25 per
                  net rentable square foot applicable to the Premises.

                           5.1.5  TENANT'S  Share of Operating  Expenses for any
                  fractional  calendar year shall be  calculated by  determining
                  TENANT'S share of Operating Expenses for the relevant calendar
                  year and then prorating such amount over the fractional period
                  of such calendar year.

                           5.1.6 TENANT'S Share of Estimated  Operating Expenses
                  for  a  calendar  year  means  Operating  Expenses  reasonably
                  estimated  by  LANDLORD  to be in  excess  of  $5.25  per  net
                  rentable  square foot  applicable to the Premises,  subject to
                  the limitation set forth in paragraph 5.1.4.

                           5.1.7 TENANT'S share of Estimated  Operating Expenses
                  for any  fractional  calendar  year  shall  be  calculated  by
                  determining TENANT'S Share of Estimated Operating Expenses for
                  the relevant  calendar year and then prorating amount over the
                  fractional period of such calendar year.

                           5.1.8.  TENANT'S share of operating  expenses for the
                  first full  calendar  year and any fraction  thereof  shall be
                  determined as provided for herein.

                  5.2 Statement of Operating  Expenses and  Estimated  Operating
Expenses.

                           5.2.1 Within One Hundred  Twenty (120) days after the
                  expiration  of any  Operating  Year,  LANDLORD  shall  furnish
                  TENANT with a written  statement  showing in reasonable detail
                  the  computation  of TENANT'S  Share of Operating  Expenses if
                  any, for such year and the amount by which such amount exceeds
                  or is less than the  amounts  paid by TENANT  during such year
                  pursuant to Subsection 5.1.2.

                           5.2.2  LANDLORD,  in its  sole  discretion,  may also
                  furnish TENANT from time to time,  written  statements showing
                  in  reasonable  detail the  computation  of TENANT'S  Share of
                  Estimated Operating Expenses.

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                  5.3 Payment of Additional Rent. TENANT shall pay as additional
         rent (Additional Rent) the following amounts at the times indicated:

                           5.3.1 Within  thirty (30) days after  delivery of the
                  written  statement  referred to in  Subsection  5.2.1  hereof,
                  TENANT shall pay to LANDLORD, without offset or deduction, the
                  amount  by which  TENANT'S  Share of  Operating  Expenses,  as
                  specified  in such  written  statement,  exceeds the amount of
                  Estimated  Operating  Expenses actually paid by TENANT for the
                  year at issue.  Payments by TENANT  shall be made  pursuant to
                  this  Subsection  5.3.1   notwithstanding   that  a  statement
                  pursuant to subsection  5.2.1 is furnished to TENANT after the
                  expiration of the Term.

                           5.3.2 With each  payment of Basic  Monthly  Rent made
                  pursuant to Section 4 hereof,  TENANT  shall pay to  LANDLORD,
                  without offset or deduction,  one-twelfth (1/12th) of TENANT'S
                  Share of Estimated Operating Expenses as specified in the last
                  written  statement  delivered to TENANT pursuant to Subsection
                  5.2.2.

                           5.3.3 If the written statement  delivered pursuant to
                  Subsection  5.2.1  indicates that the amount  actually paid by
                  TENANT  pursuant  to  subsection  5.3.1  for any year  exceeds
                  TENANT'S  Share  of  Operating  Expenses  for the  same  year,
                  LANDLORD,  at its  election,  may either (i) pay the amount of
                  such  excess to TENANT or (ii) apply such  excess  against any
                  amount payable by TENANT.

                           5.3.4 No failure by  LANDLORD  to require the payment
                  of Additional Rent by TENANT for any period shall constitute a
                  waiver of LANDLORD'S right to collect such Additional Rent for
                  such period or for any subsequent period.

                  5.4  Resolution  of  Disagreement.  Every  statement  given by
         LANDLORD  pursuant to  Subsection  5.2 hereof shall be  conclusive  and
         binding upon TENANT unless within thirty (30) days after the receipt of
         such statement TENANT notifies LANDLORD in writing that it disputes the
         correctness  thereof,  specifying the particular  respects in which the
         statement is claimed to be incorrect. Pending the determination of such
         dispute by agreement between LANDLORD and TENANT,  TENANT shall, within
         thirty (30) days after receipt of such  statement,  pay Additional Rent
         in  accordance  with  LANDLORD'S  statement,  and such payment shall be
         without  prejudice  to  TENANT'S  position.  If the  dispute  shall  be
         determined in TENANT'S favor, LANDLORD shall forthwith apply the amount
         of  TENANT'S  overpayment  of  rents  resulting  from  compliance  with
         LANDLORD'S statement, without interest being due thereon, in accordance
         with  Subsection   5.3.3  hereof.   LANDLORD  agrees  to  grant  to  an
         independent  certified public accountant  retained by TENANT reasonable
         access to  LANDLORD'S  books and records  for the purpose of  verifying
         Operating Expenses incurred by LANDLORD, at TENANT'S sole expense.

                  5.5 Limitation.  Nothing  contained in this Section 5 shall be
         construed  so as to  reduce  the  installments  of Basic  Monthly  Rent
         payable hereunder below the amount set forth in Section 1.

         6. SECURITY DEPOSIT.  Upon execution of this lease, TENANT will deposit
the security  deposit as provided  for in Section 1.7 with  LANDLORD as security
for the full, faithful,  and timely performance of every provision of this lease
to be performed by TENANT.  If TENANT  defaults with respect to any provision of
this lease,  including but not limited to the provisions relating to the payment
of rent,  LANDLORD  may use,  apply,  or retain all or any part of the  security
deposit  for the payment of any rent,  or any other sum in  default,  or for the
payment of any other amount  LANDLORD may spend or become  obligated to spend by
reason of TENANT'S  default,  or to  compensate  LANDLORD  for any other loss or
damage LANDLORD may suffer by reason of TENANT'S default.  If any portion of the
security  deposit is so used,  applied,  or retained,  TENANT will within 5 days
after  written  demand  deposit cash with  LANDLORD in an amount  sufficient  to
restore  the  security  deposit to its  original  amount.  LANDLORD  will not be



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<PAGE>

required to keep the  security  deposit  separate  from its general  funds,  and
TENANT will not be entitled to interest on the  security  deposit.  The security
deposit will not be deemed a limitation  on  LANDLORD'S  damages or a payment of
liquidated  damages or a payment of the  monthly  rent due for the last month of
the term. If TENANT fully,  faithfully,  and timely  performs every provision of
this lease to be  performed  by it, the  security  deposit or any balance of the
security  deposit will be returned to TENANT within 30 days after the expiration
of the term. LANDLORD may deliver the funds deposited under this lease by TENANT
to the  purchaser of the  building in the event the building is sold,  and after
such time LANDLORD will have no further  liability to TENANT with respect to the
security deposit.

         7.  USE.

                  7.1  Use of  Premises.  TENANT  shall  not use or  permit  the
         Premises or any part thereof to be used for any purpose  other than for
         general office purposes, including the usual and customary purposes for
         software development companies

                  7.2  Prohibition of Certain Activities or Uses.

                           7.2.1  TENANT  shall not do or permit  anything to be
                  done in the Building or on the Land which may:

                                    7.2.1.1   Increase  the  existing   rate  or
                           violate the provisions of any insurance  carried with
                           respect  to the  Building  or any  contents  of  such
                           Building.

                                    7.2.1.2   Create   any   public  or  private
                           nuisance,   commit   waste,   or  disturb  the  quiet
                           enjoyment of any other occupant of the Building.

                                    7.2.1.3  Violate  any present or future law,
                           ordinance,   regulation   or   requirement   of   any
                           governmental authority or any restriction or covenant
                           existing  with respect to the Premises or Building or
                           Land whereon it is located.

                                    7.2.1.4  Overload  the  floors or  otherwise
                           damage the structure of the Building.

                                    7.2.1.5  Constitute  an  immoral  or illegal
                           purpose.

                                    7.2.1.6  Increase  the cost of  electricity,
                           natural  gas or other  utility  service  beyond  that
                           level permitted below by Section 8.

                                    7.2.1.7 Subject LANDLORD or any other TENANT
                           to any liability to any third party.

                           7.2.2  TENANT  shall  not bring  into or  permit  the
                  placing within the Premises of any machine,  personal property
                  or fixture  heavier than  customarily  used in connection with
                  general office purposes.

                           7.2.3  Subject to the  provisions  of  Paragraph  23,
                  Exhibit B or  Exhibit F,  TENANT  shall not place any holes in
                  any  part of the  Premises  or  place  any  exterior  signs or
                  interior drapes,  blinds or similar items visible from outside
                  the Premises or the Building  without prior written consent of
                  LANDLORD.

                  7.3 Affirmative Obligations with Respect to Use. TENANT shall,
         at its sole cost and expense:

                           7.3.1 Comply with all present and future governmental
                  laws,   ordinances,   regulations  and   requirements  in  its
                  occupancy of the Premises.

                           7.3.2  Comply with the  requirements  of any board of
                  fire  underwriters  or  other  similar  body  relating  to the
                  Premises,  excluding  structural  changes  not  caused  by the
                  Improvements  or  the  nature  of  TENANT'S  occupancy  of the
                  Premises.



                                       6
<PAGE>



                           7.3.3  Keep  the  Premises  in a  clean  and  orderly
                  condition,  free of  objectional  noises,  odors or  nuisances
                  subject to LANDLORD'S janitorial service requirements.

                  7.4 Suitability. TENANT acknowledges that, except as expressly
         set forth in this Lease, neither LANDLORD nor any other person has made
         any  representation  or warranty  with  respect to the  Premises or any
         other portion of the Building or Improvements,  nor has LANDLORD agreed
         to undertake  any  modification,  alteration  or  improvement  thereof.
         Specifically, but not in limitation of the foregoing, no representation
         has been made or relied upon concerning the suitability of the Premises
         or any other portion of the Building or Improvements for the conduct of
         TENANT'S  business.  As to  matters  that are  identifiable  by  visual
         inspection, the Premises, Building and Improvements (and each and every
         part thereof) shall be deemed to be in satisfactory  condition  unless,
         on or before the Actual  Commencement  Date, TENANT shall give LANDLORD
         written notice specifying,  in reasonable detail, the respects in which
         the  Premises,   Building  or  Improvements  are  not  in  satisfactory
         condition.

                  7.5 Taxes. Notwithstanding Subsection 5.1.2 or any other Lease
         provision,  TENANT shall have sole responsibility for and shall pay all
         taxes,  assessments,  charges  and fees  which  during  the Term may be
         imposed,  assessed or levied by any  governmental  or public  authority
         against or upon  TENANT,  TENANT'S  use of the Premises or any personal
         property or fixture kept or installed therein by TENANT.

         8.  UTILITIES AND SERVICE.

                  8.1  Obligations  of LANDLORD.  During the Term of this lease,
         subject to the  limitation in Subsection  8.6, and so long as TENANT is
         not in material  default under this lease,  LANDLORD agrees to cause to
         be furnished to the Premises during customary business hours and during
         generally  recognized  business days, in such manner as is customary in
         similar  buildings in the same  geographical  areas,  as  determined by
         LANDLORD, the following utilities and services (the cost of which shall
         be included within Operating Expenses):

                           8.1.1 Electricity, water, gas and sewer service shall
                  be provided to TENANT'S Premises 24 hours per day.

                           8.1.2  Telephone  connection to the core space on the
                  ground floor of the building but not including wiring from the
                  core or telephone  stations and equipment (it being  expressly
                  understood and agreed that TENANT shall be responsible for the
                  ordering,  installation,  and  cost  of  telephone  lines  and
                  equipment from the ground floor telephone room.

                           8.1.3  Snow and trash removal service.

                           8.1.4  Landscaping and grounds-keeping service.

                           8.1.5  Elevator service 24 hours per day.

                           8.1.6 Reasonable daily janitorial  service,  weekends
                  and  holidays  excluded;  provided,  that  if  TENANT'S  floor
                  covering or other improvements are other than standard for the
                  Building,  TENANT shall pay the additional  cleaning costs, if
                  any, attributable thereto as Additional Rent upon presentation
                  of a written statement relating thereto by LANDLORD.

                           8.1.7 Heating, overhead lighting, ventilation and air
                  conditioning  reasonably necessary for the comfortable use and
                  occupancy of the Premises during customary business hours. For
                  purposes of this Subsection, customary business hours shall be
                  from 7:00 a.m. to 6:00 pm,  Monday  through  Friday,  and from
                  7:30 a.m. to 12:00 noon on Saturday, excluding legal holidays.

                           8.1.8  Window  washing of the exterior  windows;  not
                  more than three times or less than 1 time per annum.

                                       7
<PAGE>

                  8.2 Additional Services.  LANDLORD shall have no obligation to
         provide utilities,  overhead lighting, heating, air conditioning and/or
         cleaning  services to TENANT beyond the standard  services set forth in
         Subsection 8.1 above, or at times other than during the Business Hours,
         as  defined in the Rules and  Regulations,  but if  LANDLORD  elects to
         provide such additional services at TENANT'S request,  TENANT shall pay
         LANDLORD'S  reasonable  charge for such special  services as Additional
         rent.

                  8.3 Utilities Consumption. TENANT shall not, without the prior
         written  consent  of  LANDLORD,  use any  apparatus  or  device  in the
         Premises which will in any way increase the amount of gas,  electricity
         or water  usually  furnished  or  supplied  for use of the  Premises as
         general office space; nor connect with electric current, except through
         existing  electrical  outlets in the  Premises,  or water  pipes or gas
         outlets,  any  apparatus  or  device  for the  purposes  of using  gas,
         electrical  current or water. If TENANT shall require water or electric
         current or any other  service in excess of that  usually  furnished  or
         supplied for use on the Premises as general office space,  TENANT shall
         first obtain the prior written consent of LANDLORD, which LANDLORD will
         not unreasonably  withhold, for the use thereof, and LANDLORD may cause
         a special  meter to be  installed  in the Premises so as to measure the
         amount of water,  electric current or other service consumed.  The cost
         of any such meters and of installation, maintenance, and repair thereof
         shall be paid for by TENANT, and TENANT agrees to pay LANDLORD promptly
         upon demand by LANDLORD for all such water,  electric  current or other
         service  consumed,  as shown by said  meters,  at rates  charged by the
         local public utility  furnishing the same, plus any additional  expense
         incurred  in keeping  account of the water,  electric  current or other
         service so  consumed.  In each such case,  the costs for  administering
         such methods shall be borne by TENANT.

                  8.4 TENANT'S  Obligations.  TENANT shall  arrange and pay for,
         prior to  delinquency,  the entire  cost and  expense of all  telephone
         wiring from the first floor  telephone  closet to  Premises.  Telephone
         stations, and phone equipment, wiring inside the Premises, use charges,
         and all other  communication  materials and services  shall be provided
         and paid for by TENANT.

                  8.5 Non  Business  Hour HVAC and Overhead  Lighting.  LANDLORD
         shall  provide  TENANT,  at  TENANT'S   request,   with  heat  and  air
         conditioning  and  overhead  lighting  outside the  customary  Business
         hours, as defined in the Rules and  Regulations,  at the rate of Twenty
         Dollars ($20.00) per hour.  LANDLORD shall determine the amount of such
         usage during Non Business Hours by the  installation of a separate time
         meter or other  measuring  device.  LANDLORD  shall deliver to TENANT a
         statement  (Statement),  on a monthly  basis,  of TENANT'S Non Business
         Hours use of heat and air  conditioning  and overhead  lighting for the
         previous  month.  TENANT  shall pay the amount owing to LANDLORD as set
         forth in the Statement,  as Additional Rent, within five (5) days after
         TENANT'S  receipt of the Statement.  If the HVAC or lighting  System of
         the Building is modified or LANDLORD'S  operating costs change and as a
         result of such  modification or change LANDLORD offers a rate for after
         hours usage lower or higher than Twenty  Dollars  ($20.00)  per hour to
         the Building in general,  LANDLORD shall accept,  and TENANT shall pay,
         such lower or higher amount.  Notwithstanding  the foregoing,  LANDLORD
         shall  have  no  obligation  to  provide   TENANT  with  heat  and  air
         conditioning  and  overhead  lighting  during Non  Business  Hours if a
         material Event of Default exists under this Lease.

                  8.6 Limitation on LANDLORD'S Liability.  LANDLORD shall not be
         liable for and TENANT shall not be entitled to terminate this Lease, to
         effectuate any abatement or reduction of rent or to collect any damages
         by reason of  LANDLORD'S  failure  to  provide  or  furnish  any of the
         utilities or services set forth in  Subsection 8 hereof if such failure
         was occasioned by any strike or labor  controversy,  any act or default
         of TENANT,  the  inability  of  LANDLORD  to obtain  services  from the
         company  supplying the same or any cause beyond the reasonable  control
         of  LANDLORD;   provided,  however,  that  if  such  delay  or  service
         interruption  continues for a period in excess of ten (10)  consecutive
         days or for ten (10) days in a twenty (20) day  period,  and such delay
         or   interruption   renders  the   Premises  or  any  portion   thereof
         untenantable  for TENANT'S normal business  operations,  the rent shall
         thereafter  be abated in  proportion  to the  unusable  portion  of the
         Premises  for the  period  of such  non-useability.  In no event  shall
         LANDLORD be liable for loss or injury to persons or  property,  however
         arising, occurring in connection with or attributable to any failure to
         furnish  such  utilities  or  services  even if within  the  control of
         LANDLORD.

                                       8
<PAGE>

         9.  MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS.

                  9.1 Maintenance  and Repairs by LANDLORD.  LANDLORD as part of
         operating  expense shall  maintain in good order,  condition and repair
         the  Building,  the Common Areas and the  Improvements,  excluding  the
         Premises  and those other  portions of the Building  leased,  rented or
         otherwise  occupied by persons not affiliated  with LANDLORD.  LANDLORD
         shall  supply and pay for  regular  janitorial  and  cleaning  services
         reasonably  required,  exclusive of weekends and holidays,  to keep the
         Building and Improvements in a clean,  sanitary and orderly  condition,
         the cost and expense of which shall be included in Operating Expenses.

                  9.2 Maintenance  and Repairs by TENANT.  Subject to LANDLORD'S
         obligation to provide  janitorial  service,  TENANT shall  maintain the
         Premises in good order, condition and repair,  reasonable wear and tear
         excepted,  including without limitation, the following:  electric light
         bulbs  (but not  including  fluorescent  lights  and  ballasts  used in
         overhead fixtures originally installed in the Premises,  which LANDLORD
         shall maintain and replace as necessary);  the interior surfaces of the
         ceilings,  walls,  interior  windows;  and all  equipment  and fixtures
         installed  by TENANT.  In the event that TENANT  fails to maintain  the
         Premises  in good order,  condition  and  repair,  LANDLORD  shall give
         TENANT notice to do such acts as are reasonably required to so maintain
         the Premises.  In the event that TENANT fails to promptly commence such
         work and diligently prosecute it to completion, LANDLORD shall have the
         right to do such acts and expend such funds at the expense of TENANT as
         are reasonably required to perform such work. Any amount so expended by
         LANDLORD  shall be paid by TENANT  promptly upon demand  therefore with
         interest thereon from the date of such expenditure at the prime or base
         rate then charged by Zions First National Bank of Utah,  N.A.  provided
         however in no event shall the rate be less than 12% per annum. LANDLORD
         shall have no  liability  to TENANT for any  damage,  inconvenience  or
         interference  with the use of the  Premises  by  TENANT  as a result of
         performing any such work.

                  9.3  Alterations.

                           9.3.1  General.

                                    9.3.1.1  During  the term,  TENANT  will not
                           make or allow to be made any alterations,  additions,
                           or  improvements to or of the premises or any part of
                           the premises,  or attach any fixtures or equipment to
                           the  premises,  without  first  obtaining  LANDLORD'S
                           written consent. All such alterations, additions, and
                           improvements  consented to by  LANDLORD,  and capital
                           improvements  that  are  required  to be  made to the
                           project as a result of the nature of TENANT'S  use of
                           the premise shall:

                                            9.3.1.1.1     Be     performed    by
                           contractors  approved  by  LANDLORD  and  subject  to
                           conditions  specified by LANDLORD  (which may include
                           requiring    the   posting   of   a   mechanic's   or
                           materialmen's  lien  bond,)  certificates  issued  by
                           applicable   insurance   companies   evidencing  that
                           workmen's compensation, personal injury liability and
                           property damage insurance are in force and effect and
                           are maintained by all contractors and subcontractors;
                           and,

                                            9.3.1.1.2  Conform to the applicable
                           building codes, A.D.A. and any applicable fire codes;
                           and,

                                            9.3.1.1.3 At LANDLORD'S option, will
                           be made by LANDLORD for TENANT'S account,  and TENANT
                           will reimburse LANDLORD for their cost (including 15%
                           for LANDLORD'S overhead) within 10 days after receipt
                           of a statement of such cost.

                                       9
<PAGE>

                                    9.3.1.2  Alterations,  additions,  fixtures,
                           and improvements,  including but not limited to built
                           in cabinetry and work stations,  whether temporary or
                           permanent in character,  made in or upon the premises
                           either by TENANT or LANDLORD, will immediately become
                           LANDLORD'S  property  and at the end of the term will
                           remain  on  the  premises  without   compensation  to
                           TENANT,  unless when consenting to such  alterations,
                           additions,  fixtures,  or improvements,  LANDLORD has
                           advised  TENANT in  writing  that  such  alterations,
                           additions,  fixtures, or improvements must be removed
                           at the expiration or other termination of this Lease.

                                    9.3.1.3  Notwithstanding  the  provisions of
                           paragraph 9.3.1.1 above,  LANDLORD consents to TENANT
                           making  alterations  to the  Premises  so long as the
                           cost does not exceed Five Hundred  Dollars  ($500.00)
                           per alteration and so long as such alterations do not
                           unreasonably  increase power usage. LANDLORD will not
                           require  approval of the contractor or the posting of
                           a performance  bond, nor will LANDLORD  charge TENANT
                           an overhead charge for said alterations  performed by
                           TENANT.

                           9.3.2 Free-Standing Partitions.  TENANT will have the
                  right  to  install   free-standing  work  station  partitions,
                  without  LANDLORD'S  prior  written  consent,  so  long  as no
                  building or other  governmental  permit is required  for their
                  installation or relocation;  however, if a permit is required,
                  LANDLORD  will not  unreasonably  withhold its consent to such
                  relocation or  installation.  The  free-standing  work station
                  partitions  for which  TENANT  pays  will be part of  TENANT'S
                  trade  fixtures for all purposes  under this Lease.  All other
                  partitions   installed   in  the  Premises  are  and  will  be
                  LANDLORD'S property for all purposes under this Lease.

                           9.3.3  Removal.  If LANDLORD has  required  TENANT to
                  remove  any  or  all  alterations,  additions,  fixtures,  and
                  improvements that are made in or upon the Premises pursuant to
                  this  Section  9 prior to the  expiration  date,  TENANT  will
                  remove such alterations, additions, fixtures, and improvements
                  at TENANT'S  sole cost and will  restore  the  Premises to the
                  condition   in  which  they  were  before  such   alterations,
                  additions,  fixtures,  improvements,  and additions were made,
                  reasonable wear and tear excepted.

                  9.4 LANDLORD'S Access to Leased Premises.  LANDLORD shall have
         the right to place,  maintain  and repair all utility  equipment of any
         kind in, over,  upon and under the Premises as may be necessary for the
         servicing  of the  Premises  and any  other  portion  of the  Building.
         LANDLORD  also  shall  have  the  right to enter  the  Premises  at all
         reasonable  times in order to inspect  the same,  to supply  janitorial
         service  and any other  service to be  provided  by  LANDLORD to TENANT
         hereunder,   to  exhibit  the  Premises  to   prospective   purchasers,
         mortgagees,  TENANTS and lessees, and to make such repairs,  additions,
         alterations or improvements  as LANDLORD may deem  desirable.  LANDLORD
         shall be allowed to take all  material  upon the  Premises  that may be
         required   therefore   without  the  same  constituting  an  actual  or
         constructive  eviction  of TENANT in whole or in part and the rents and
         other  monetary  obligations  reserved  herein  shall in no wise abate,
         except as expressly  provided in Subsection  8.6, while such work is in
         progress  by reason of loss or  interruption  of  TENANT'S  business or
         otherwise. TENANT hereby expressly waives any claim for damages for any
         injury or inconvenience to or interference with TENANT'S business,  any
         loss of occupancy or quiet  enjoyment  of the  Premises,  and any other
         loss occasioned thereby. Except in emergency any such showings shall be
         during reasonable hours, with reasonable notice to TENANT and shall not
         materially  interfere  with TENANT'S  business.  LANDLORD  shall at all
         times have and retain a key with which to unlock all the doors in, upon
         and about the Premises,  excluding TENANT'S vaults and safes.  LANDLORD
         shall have the right to use any and all means which  LANDLORD  may deem
         proper to open such doors in an  emergency  in order to obtain entry to
         the Premises.  Any entry to the Premises obtained by LANDLORD shall not
         under any  circumstances  be  construed  or deemed to be a forcible  or
         unlawful  entry into or  detainer  of the  Premises  or an  eviction of
         TENANT from any portion of the Premises. LANDLORD shall be permitted to
         show the premises to  prospective  lessees during the last 12 months of
         the Lease.  Any such showings shall be during  reasonable  hours,  with
         reasonable  notice to TENANT and shall not  materially  interfere  with
         TENANT'S business.

                                       10
<PAGE>

         10.  LIENS.  TENANT shall keep the building and the property  free from
any  liens  arising  out of work  performed  on or  materials  furnished  to the
Premises or obligations  incurred by TENANT and shall  indemnify,  hold harmless
and defend  LANDLORD  from any liens and  encumbrances  arising  out of any work
performed or any materials  furnished by or at the  direction of TENANT.  In the
event that within ten (10) days  following  the  imposition  of any such lien or
encumbrance  TENANT shall not cause such lien or  encumbrance  to be released of
record by payment or posting of a proper bond,  LANDLORD shall have, in addition
to all  other  remedies  provided  herein  and by law  the  right,  but  not the
obligation,  to cause the same to be  released  by such  means as it shall  deem
proper,  including payment of the claim giving rise to such lien or encumbrance.
All such  sums  paid by  LANDLORD  and all  expenses  incurred  by  LANDLORD  in
connection  therewith  including  attorney's  fees and costs shall be payable to
LANDLORD  by TENANT  upon demand with  interest  thereon at the  Interest  Rate.
LANDLORD  shall  have the  right at all  times  to post and keep  posted  on the
Premises any notices  permitted or required by law, or which LANDLORD shall deem
proper,  for the  protection  of LANDLORD  and the  Premises and any other party
having an interest therein from mechanics' and  materialmen's  liens, and TENANT
shall give to LANDLORD at least ten (10) business  days prior written  notice of
the  expected  date of  commencement  of any work  relating  to  alterations  or
additions to the Premises.

         11.  ASSIGNMENT.

                  11.1 General.  TENANT,  for itself,  its heirs,  distributees,
         executors,  administrators,  legal  representatives,   successors,  and
         assigns,  covenants that it will not assign, mortgage, or encumber this
         Lease,  nor  sublease,  nor  permit  the  premises  or any  part of the
         premises to be used or occupied  by others,  without the prior  written
         consent  of  LANDLORD  in each  instance,  which  consent  will  not be
         unreasonably  withheld  or  delayed.  Any  assignment  or  sublease  in
         violation of this Lease will be void. If this Lease is assigned,  or if
         the premises or any part of the  premises are  subleased or occupied by
         anyone  other  than  TENANT,  LANDLORD  may,  after  default by TENANT,
         collect rent from the assignee,  subtenant,  or occupant, and apply the
         net amount collected to rent. No assignment,  sublease,  occupancy,  or
         collection will be deemed (a) a waiver of the provisions of this Lease;
         (b) the acceptance of the assignee,  subtenant,  or occupant as TENANT;
         or (c) a release of TENANT  from the further  performance  by TENANT of
         covenants on the part of TENANT contained in this Lease. The consent by
         LANDLORD to an  assignment or sublease will not be construed to relieve
         TENANT from obtaining  LANDLORD'S  prior written  consent in writing to
         any further assignment or sublease.  No permitted  subtenant may assign
         or encumber its sublease or further  sublease all or any portion of its
         subleased space, or otherwise permit the subleased space or any part of
         its  subleased  space  to  be  used  or  occupied  by  others,  without
         LANDLORD'S prior written consent in each instance.

                  11.2 Submission of Information.  If TENANT requests LANDLORD'S
         consent to a specific  assignment or subletting,  TENANT will submit in
         writing to LANDLORD (a) the name and address of the  proposed  assignee
         or  subtenant;  (b) the business  terms of the proposed  assignment  or
         sublease; (c) reasonably satisfactory  information as to the nature and
         character of the business of the proposed assignee or subtenant, and as
         to the nature of its proposed use of the space; (d) banking, financial,
         or other credit information reasonably sufficient to enable LANDLORD to
         determine  the financial  responsibility  and character of the proposed
         assignee or  subtenant;  and (e) the  proposed  form of  assignment  or
         sublease for LANDLORD'S approval.

                  11.3 Payments to LANDLORD.  If LANDLORD consents to a proposed
         assignment  or sublease,  then  LANDLORD will have the right to require
         TENANT to pay to  LANDLORD  a sum equal to (a) 1/2 of any rent or other
         consideration  paid to TENANT by any  proposed  transferee  that (after
         first  deducting  the  costs  of  TENANT,  if  any,  in  effecting  the
         assignment  or  sublease,   including  reasonable   alterations  costs,
         commissions,  legal fees, TENANT'S relocation costs and the unamortized
         portion of TENANT Improvements installed by TENANT) is in excess of the

                                       11
<PAGE>

         rent  allocable to the  transferred  space then being paid by TENANT to
         LANDLORD  pursuant to this Lease;  (b) 1/2 of any other  profit or gain
         (after first  deducting any necessary  expenses  incurred)  realized by
         TENANT  from  any  such  sublease  or  assignment;  and (c)  LANDLORD'S
         reasonable  attorneys'  fees and  costs  incurred  in  connection  with
         negotiation,  review,  and  processing of the  transfer.  All such sums
         payable  will be payable to  LANDLORD  at the time the next  payment of
         monthly rent is due.

                  11.4 Prohibited  Transfers.  The transfer of a majority of the
         issued  and  outstanding  capital  stock  of any  corporate  TENANT  or
         subtenant  of this Lease,  or a majority  of the total  interest in any
         partnership TENANT or subtenant in a single transaction, will be deemed
         an assignment of this Lease or of such  sublease  requiring  LANDLORD'S
         consent in each instance.  For purposes of this Lease,  the transfer of
         outstanding  capital stock of any corporate TENANT will not include any
         sale of such stock by persons other than those deemed "insiders" within
         the  meaning  of the  Securities  Exchange  Act of  1934,  as  amended,
         effected   through  the   "over-the-counter   market"  or  through  any
         recognized stock exchange.

                  12.  INDEMNITY.

                  12.1  Indemnification.  Each  party  hereto  shall  indemnify,
         defend and hold the other  harmless  from and  against  (i) any and all
         liability,  penalties,  losses,  damages, costs and expenses,  demands,
         causes of action,  claims or judgements  arising from or growing out of
         any injury to any person or persons or any damage to any  property as a
         result of any accident or other  occurrence  during the Term occasioned
         in  any  way  as  a  result  of  the  indemnifying  parties  officers',
         employees',   agents',   servants',   subtenants',    concessionaires',
         licensees',  contractors',  or invites' use,  maintenance,  alteration,
         occupation,  or operation  of the  Premises,  Building or  Improvements
         during  the Term,  and (ii)  from and  against  all costs and  charges,
         including  attorneys'  fees and  investigation  costs,  incurred in and
         about any of such matters and the defense of any action  arising out of
         the same or in discharging  the parcel or any part thereof from any and
         all liens,  charges or judgements which may accrue or be placed thereon
         by  reason  of any  act or  omission  of the  indemnifying  party.  The
         indemnifying  party's  obligations  pursuant to the foregoing indemnity
         shall survive the  termination of this Lease. In case any proceeding is
         brought against the indemnified  party by reason of any such claim, the
         indemnifying  party,  upon notice  from the  indemnified  party,  shall
         defend  the  same  at  the  indemnifying  party's  expense  by  counsel
         reasonably satisfactory to the indemnified party.

                  12.2  Release.  LANDLORD  and TENANT each  hereby  release and
         relieve the other, and each waives its entire right of recovery against
         the other, or against any other TENANT or occupant of the Building,  or
         against  the  officers,   directors,   shareholders,   partners,  joint
         venturers, employees, agents, customers, invitees, or business visitors
         of such  other  party  or of  such  other  TENANT  or  occupant  of the
         Building,  for loss or damage  arising out of or incident to the perils
         which  the  releasing   party  is  required  to  insure  against  under
         provisions  of  Paragraph  13,  which perils occur in, on, or about the
         premises or the building of which the premises are a part,  whether due
         to the  negligence  of LANDLORD or TENANT or their  respective  agents,
         employees, contractors, or invites, if and to the extent that such loss
         or damage (i) is actually  compensated  by insurance or (ii) would have
         been  compensated  by  insurance  except for the fact that the insuring
         company  availed itself of a defense arising from the action or failure
         to act of the  releasing  party,  its  employees or agents.  Each party
         shall, upon obtaining the policies of insurance which it is required to
         maintain  under this  Lease,  give notice to its  insurance  company or
         companies that the foregoing  mutual waiver of subrogation is contained
         in this  lease.  Each  party  shall  cause each such  insurance  policy
         obtained by it to provide that the  insurance  company waive all rights
         of recovery by way of  subrogation  against  either party in connection
         with any damage or liability  covered by such policy.  If any insurance
         policy  cannot  be  obtained  with  a  waiver  of  subrogation,  or  is
         obtainable  only by the payment of an additional  premium  charge above
         that charged by insurance companies issuing policies with out waiver of
         subrogation, the party undertaking to obtain the insurance shall notify
         the other  party of such fact.  The other  party shall have a period of
         ten (10) days after  receiving the notice either to place the insurance
         with a company that is reasonably  satisfactory  to the other party and
         that will carry the insurance with a waiver of subrogation, or to agree
         to pay  the  additional  premium  if such a  policy  is  obtainable  at
         additional  cost. If the insurance  cannot be obtained with a waiver of
         subrogation  or the  party in whose  favor a waiver of  subrogation  is
         desired refuses to pay the additional  premium charge,  the other party
         shall be relieved of the  obligation to obtain a waiver of  subrogation
         rights with respect to that particular insurance policy.

                                       12
<PAGE>

                  12.3  Notice.  TENANT shall give notice to LANDLORD in case of
         fire or material  accidents  in the  Premises  or of  material  defects
         therein or in any fixtures or equipment thereon located.

                  12.4 Litigation. In case LANDLORD,  without fault on its part,
         shall be made a party to any litigation commenced by or against TENANT,
         TENANT  shall  protect  and hold  LANDLORD  harmless  and shall pay all
         costs,  expenses,  and reasonable  attorneys' fees incurred therein. In
         case TENANT,  without  fault on its part,  shall be made a party to any
         litigation commenced by or against LANDLORD, LANDLORD shall protect and
         hold TENANT harmless and shall pay all costs,  expenses, and reasonable
         attorneys' fees incurred therein.

         13.  INSURANCE.

                  13.1  LANDLORD'S  Insurance.  At all  times  during  the term,
         LANDLORD will carry and maintain:

                           13.1.1 Fire and extended coverage  insurance covering
                  the Building,  its  equipment,  common area  furnishings,  and
                  leasehold  improvements  in the  Premises to the extent of the
                  TENANT finish allowance;

                           13.1.2  Bodily injury and property  damage  insurance
                  with a  combined  single  occurrence  limit of not  less  than
                  $2,000,000; and

                           13.1.3 Such other  insurance  as LANDLORD  reasonably
                  determines from time to time.

                  The insurance  coverages and amounts in this Section 13.1 will
                  be  reasonably  determined  by  LANDLORD,  based on  coverages
                  carried  by  prudent  owners of  comparable  buildings  in the
                  vicinity of the project,  and such insurance as may reasonably
                  be required by mortgage lenders.

                  13.2 TENANT'S Insurance.  At all times during the term, TENANT
         will carry and maintain,  at TENANT'S expense, the following insurance,
         in the amounts  specified  below or such other  amounts as LANDLORD may
         from time to time reasonably  request,  with insurance companies and on
         forms satisfactory to LANDLORD:

                           13.2.1  Bodily injury and property  damage  liability
                  insurance, with a combined single occurrence limit of not less
                  than  $3,000,000.  All such  insurance  will be  equivalent to
                  coverage  offered  by a  commercial  general  liability  form,
                  including without  limitation  personal injury and contractual
                  liability  coverage  for  the  performance  by  TENANT  of the
                  indemnity agreements set forth in this Lease;

                           13.2.2 Insurance  covering all of TENANT'S  furniture
                  and  fixtures,  machinery,  equipment,  stock,  and any  other
                  personal  property  owned and used in  TENANT'S  business  and
                  found  in,  on,  or  about  the  project,  and  any  leasehold
                  improvements  to the premises in excess of the  allowance,  if
                  any,  in an amount  not less than the full  replacement  cost.
                  Property  forms will  provide  coverage  on a broad form basis
                  insuring  against  "all  risks of direct  physical  loss." All
                  policy  proceeds will be used for the repair or replacement of
                  the  property  damaged or  destroyed;  however,  if this Lease
                  ceases  under the  provisions  of section  14,  TENANT will be
                  entitled  to any  proceeds  resulting  from damage to TENANT'S
                  furniture and fixtures,  machinery,  equipment, stock, and any
                  other personal property;

                           13.2.3  Worker's   compensation   insurance  insuring
                  against and satisfying  TENANT'S  obligations  and liabilities
                  under the worker's compensation laws of the state in which the
                  premises are located, including employer's liability insurance
                  in the limits  required  by the laws of the state in which the
                  project is located; and

                                       13
<PAGE>

                           13.2.4 If TENANT operates  owned,  hired, or nonowner
                  vehicles on the Property,  comprehensive  automobile liability
                  at a limit of liability not less than $500,000 combined bodily
                  injury and property damage.

                  13.3 Forms of Policies.  Certificates  of insurance,  together
         with copies of the endorsements,  when applicable,  naming LANDLORD and
         any others  specified by LANDLORD as  additional  insures,  at the sole
         discretion of LANDLORD, will be delivered to LANDLORD prior to TENANT'S
         occupancy  of the premises and from time to time at least 10 days prior
         to the  expiration  of the  term  of  each  such  policy.  All  general
         liability and property policies maintained by TENANT will be written as
         primary  policies,  not  contributing  with and not supplemental to the
         coverage that LANDLORD may carry.

         14.  DAMAGE OR DESTRUCTION.

                  14.1  LANDLORD'S   Obligations.   If  the  Premises  shall  be
         partially  damaged by any casualty  insured against under any insurance
         policy  maintained  by LANDLORD,  LANDLORD  shall,  upon receipt of the
         insurance proceeds,  repair the Premises within 180 days of the date of
         damage.  Until such  repair is  complete,  the Basic  Monthly  Rent and
         Additional Rent shall be abated from the date of damage proportionately
         as to that  portion  of the  Premises  rendered  untenantable,  if any.
         Notwithstanding the foregoing,  if (a) by reason of such occurrence the
         Premises  are  rendered  wholly  untenantable;  or (b) the Premises are
         damaged as a result of a risk which is not covered by insurance; or (c)
         the  Premises  are  damaged in whole or in part during the last six (6)
         months of the term hereof or of any renewal hereof; or (d) the Premises
         or the Building (whether the Premises are damaged or not) is damaged to
         the  extent  of  fifty  percent  (50%) or more of  then-monetary  value
         thereof,  LANDLORD  may either elect to repair the damage or may cancel
         this Lease by notice of cancellation  within sixty (60) days after such
         event and there upon this Lease shall  expire,  and TENANT shall vacate
         and  surrender  the Premises to LANDLORD.  TENANT'S  liability for rent
         upon the termination of this Lease shall cease as of the effective date
         of such  termination.  In the event LANDLORD  elects to repair any such
         damage,  any  abatement of rent shall end five (5) days after notice by
         LANDLORD to TENANT that the Premises  have been repaired and TENANT has
         accepted said repairs,  which acceptance  TENANT shall not unreasonably
         withhold.  If the damage is caused by the gross negligence of TENANT or
         its employees,  agents,  invites or concessionaires,  there shall be no
         abatement of rent . Except for abatement of rent, if any,  TENANT shall
         have no claim  against  LANDLORD  for any damage  suffered by reason of
         such damage, destruction,  repair or restoration, nor shall TENANT have
         the  right  to  terminate  this  Lease  as a  result  of any  statutory
         provision  now or  hereafter  in effect  pertaining  to the  damage and
         destruction of the Premises or the Building, except as expressly herein
         provided.  The  proceeds  of all  insurance  carried  by  TENANT on its
         property and fixtures  shall be held in trust by TENANT for the purpose
         of said  repair  and  replacement.  TENANT  shall  have  the  right  to
         terminate  this  Lease  if (a)  the  repairs  to the  Premises  are not
         completed  within 180 days of the date of  damage;  or (b) by reason of
         such occurrence the Premises are rendered wholly  untenantable;  or (c)
         the  Premises  are  damaged in whole or in part during the last six (6)
         months of the term hereof and the Premises or the Building (whether the
         Premises are damaged or not) is damaged to the extent of fifty  percent
         (50%) or more of then-monetary value thereof.

                  14.2 TENANT'S  Obligation.  LANDLORD  shall not be required to
         repair any injury or damage  caused by fire or any other  cause,  or to
         make  any  restoration  or  replacement  of any  paneling,  decoration,
         partition,  railing,  floor  covering,  office  fixture  or  any  other
         improvement  or property  installed in the Premises by TENANT or at the
         direct or indirect  expense of TENANT.  Unless this Lease is terminated
         by  LANDLORD  pursuant  to  Subsection  15.1  hereof,  TENANT  shall be
         required to restore or replace  such  improvements  and property in the
         event  of  injury  or  damage  in at  least a  condition  equal to that
         existing prior to the destruction or casualty.

                                       14
<PAGE>

         15.  CONDEMNATION.

                  15.1 Total Condemnation. If the whole of the Premises shall be
         acquired or taken by  condemnation  proceeding,  this Lease shall cease
         and terminate as of the date of title vesting in such condemnor.

                  15.2 Partial  Condemnation.  If any part of the Premises shall
         be  acquired  or taken by  condemnation  proceeding,  and such  partial
         taking  shall  render  that  portion  not so taken  unsuitable  for the
         business of TENANT, then this Lease shall cease and terminate as of the
         date of title vesting in such  condemnor.  If such partial  taking does
         not render the Premises  unsuitable  for the  business of TENANT,  this
         Lease shall  continue in effect  except that the Basic Monthly Rent and
         Additional  Rent shall be  reduced  from the time of taking in the same
         proportion  that the portion of the  Premises  taken bears to the total
         rented area of the Premises  immediately prior to the taking.  LANDLORD
         shall,  upon receipt of the award in  condemnation,  make all necessary
         repairs  or  alterations  to the  Building  in which the  Premises  are
         located;  provided,  however,  that  LANDLORD  shall not be required to
         expend  for such work an amount in  excess of the  amount  received  by
         LANDLORD  as  damages  for the part of the  Premises  so taken.  Amount
         received by LANDLORD shall mean that part of the award in  condemnation
         which is free and  clear to  LANDLORD  of any  collection  by  mortgage
         lenders for the value of the diminished fee.

                  15.3  LANDLORD'S  Option to  Terminate.  If more  than  twenty
         percent   (20%)  of  the  Building   shall  be  acquired  or  taken  by
         condemnation  proceeding,  LANDLORD  may, by written  notice to TENANT,
         terminate  this Lease.  If this Lease is terminated as provided in this
         Subsection 15.3, rent shall be paid up to the day that possession is so
         taken by public  authority and LANDLORD shall make an equitable  refund
         of any rent paid by TENANT in advance.

                  15.4 Award.  TENANT shall not be entitled to any  condemnation
         award  for any  taking,  whether  whole  or  partial  and  whether  for
         diminution  in  value  of the  leasehold  or the fee,  and  assigns  to
         LANDLORD all rights of TENANT, if any, to receive such award,  although
         TENANT  shall  have the right,  to the  extent  that the same shall not
         reduce  LANDLORD'S  award,  to claim from the  condemnor,  but not from
         LANDLORD,  such compensation as may be recoverable by TENANT in its own
         right  for  TENANT'S  relocation  costs  and for  damages  to  TENANT'S
         business and fixtures.

                  15.5  Definitions.  As  used  in  this  Section  15  the  term
         condemnation  proceeding  means any action or  proceeding  in which any
         interest  in the  Premises  is taken  for any  public  or  quasi-public
         purpose  by any  lawful  authority  through  exercise  of the  power of
         eminent domain or right of  condemnation or by purchase or otherwise in
         lieu of and under threat of  condemnation.  The  definition of Premises
         shall be expanded to include elevators, parking and common areas.

         16.  LANDLORD'S  RIGHT  TO  CURE.  In the  event  of any  noncompliance
hereunder by  LANDLORD,  TENANT  shall,  before  exercising  any right or remedy
available to it, give LANDLORD written notice of such noncompliance. If prior to
its giving such notice  TENANT has been notified in writing (by way of Notice of
Assignment  of Rents and Leases,  or otherwise) of the address of a Lender which
has  furnished  any  of  the  financing   referred  to  in  Section  17  hereof,
concurrently  with giving the aforesaid  notice to LANDLORD,  TENANT  shall,  by
registered or certified  mail postage  prepaid,  transmit a copy thereof to such
Lender.  For the thirty (30) days following the giving of the notice(s) required
by the  foregoing  portion of this Section 16 (or such longer  period of time as
may be  reasonably  required to cure a matter which,  due to its nature,  cannot
reasonably be rectified within thirty (30) days),  LANDLORD shall have the right
to cure the noncompliance  involved.  If LANDLORD has failed to effect such cure
within such period,  any such Lender shall have an  additional  thirty (30) days
within  which to cure the same or, if such  default  cannot be cured within that
period, such additional time as may be necessary, if within such thirty (30) day
period said  Lender has  commenced  and is  diligently  pursuing  the actions or
remedies  necessary  to cure  the  noncompliance  involved  (including,  but not
limited  to,  commencement  and  prosecution  of  proceedings  to  foreclose  or
otherwise  exercise its rights under its mortgage or other security  instrument,
if  necessary  to effect  such  cure),  in which  event this Lease  shall not be
terminated  by TENANT so long as such actions or remedies  are being  diligently
pursued by said Lender.  LANDLORD  shall not be liable to TENANT for any default
under this Lease which occurs  after the sale of the  Building by LANDLORD,  and
TENANT  agrees that its rights with  respect to any such  default,  if asserted,
shall be asserted  against  LANDLORD'S  successor in  interest,  and not against
LANDLORD.

                                       15
<PAGE>

         Not withstanding the above and except for financial default,  i.e.; any
payments  required by TENANT as provided  for in the Lease  Agreement  and those
matters not relative to TENANT issues such as LANDLORD,  lender, and/or building
sale related matters, TENANT shall have the same right to cure as LANDLORD.

         17.  SUBORDINATION; AMENDMENT; ATTORNMENT.

                  17.1 Subordination. This Lease, at LANDLORD'S option, shall be
         subordinate to any existing or future mortgage,  deed of trust,  ground
         lease or declaration of covenants (regarding maintenance and use of any
         areas contained in any portion of the Building), declaration of planned
         unit development,  including,  without  limitation,  the Declaration of
         Covenants,  Conditions  and  Restrictions  of South Towne,  any and all
         advances  made under any  mortgage  or deed of trust and all  renewals,
         modifications, amendments, consolidations,  replacements and extensions
         thereof.  TENANT  agrees  that  with  respect  to any of the  foregoing
         documents,  no documentation,  other than this Lease, shall be required
         to evidence such subordination.  If any holder of a mortgage or deed of
         trust  shall  elect  to have  this  Lease  superior  to the lien of its
         mortgage  or deed of trust and shall  give  written  notice  thereof to
         TENANT,  this Lease shall be deemed  prior to such  mortgage or deed of
         trust or to the date of  recording  thereof.  TENANT  agrees to execute
         such  documents  which may be  required  by  LANDLORD  to confirm  such
         subordination or priority within ten (10) days of request therefor from
         LANDLORD.  Notwithstanding  anything to the contrary  contained in this
         Subsection  17.1, so long as TENANT fulfills all its obligations  under
         this Lease,  TENANT'S rights under this Lease shall not be disturbed or
         impaired  by any  holder of a  mortgage  or a deed of trust,  or by any
         person claiming through or under LANDLORD. TENANT shall not subordinate
         its interests  hereunder or in the Premises to any lien or  encumbrance
         other than those encumbrances described in this Subsection 17.1 without
         the prior consent of LANDLORD. Any attempted unauthorized subordination
         by TENANT shall be void and of no force or effect.

                  17.2 Amendment. TENANT agrees that from time to time it shall,
         if so  requested by LANDLORD  and if doing so will not  materially  and
         adversely  affect  TENANT'S  economic  interests  hereunder,  join with
         LANDLORD in amending this Lease so as to meet the needs or requirements
         of any  Lender  which is  considering  making  or which has made a loan
         secured by the Building  and/or  related Land.  Any change in the Basic
         Monthly Rent or Additional Rent shall be deemed adverse or material.

                  17.3   Attornment.   Any  sale,   assignment  or  transfer  of
         LANDLORD'S interest under this Lease or in the Premises,  including any
         such  disposition  resulting  from  LANDLORD'S  default  under  a  debt
         obligation,  shall be subject to this Lease and TENANT  shall attorn to
         LANDLORD'S  successors and assigns and shall  recognize such successors
         or assigns as LANDLORD under this Lease,  regardless of any rule of law
         to the contrary or absence of privity of contract.

         18.  DEFAULT; REMEDIES; ABANDONMENT; PAST SUMS DUE; PENALTY.

                  18.1  Default by  TENANT.  Upon the  occurrence  of any of the
         following  events,  LANDLORD  shall  have  the  remedies  set  forth in
         Subsection 18.2:

                           18.1.1 TENANT fails to pay any  installment  of Basic
                  Monthly Rent or Additional Rent or any other sum due hereunder
                  within five (5) calendar days of when the same shall be due.

                           18.1.2  TENANT  fails  to  perform  any  other  term,
                  condition,  or covenant to be performed by it pursuant to this
                  Lease  within  thirty (30) days after  written  notice of such
                  default shall have been given to TENANT by LANDLORD or if cure
                  would  reasonably  require  more  than  thirty  (30)  days  to
                  complete if TENANT  fails to commence  performance  within the
                  thirty (30) day period or fails to diligently pursue such cure
                  to completion.

                                       16
<PAGE>

                           18.1.3  TENANT or any  guarantor  of this Lease shall
                  become bankrupt or insolvent or file any debtor proceedings or
                  have taken  against such party in any court  pursuant to state
                  or federal  statute,  a petition in bankruptcy or  insolvency,
                  reorganization,  or appointment  of a receiver of trustee;  or
                  TENANT petitions for or enters into an arrangement; or suffers
                  this Lease to be taken under a writ of execution.

                           18.1.4 If an  abandonment  of the  Premises by TENANT
                  has  occurred,  as defined in Section  78-36-12.3  of the Utah
                  Code Ann. (or similar replacement provision).

                  18.2 LANDLORD'S Remedies.  If any one or more of the events of
         default  set  forth in  Section  18.1  occurs  and is not  cured,  then
         LANDLORD  shall have,  besides other rights and remedies it may have at
         law or equity, the following remedies:

                           18.2.1 To give TENANT  written  notice of  LANDLORD'S
                  intention  to  terminate  this  Lease  on  the  earliest  date
                  permitted  by law or on  any  later  date  specified  in  such
                  notice,  in which case  TENANT'S  right to  possession  of the
                  premises will cease and this Lease will be terminated,  except
                  as to TENANT'S  liability,  as if the  expiration  of the term
                  fixed in such notice were the end of the term;

                           18.2.2 Without  further demand or notice,  to reenter
                  and  take  possession  of  the  premises  or any  part  of the
                  premises,  repossess the same, expel TENANT and those claiming
                  through or under  TENANT,  and  remove the  effects of both or
                  either,   using  such  force  for  such  purposes  as  may  be
                  necessary, without being liable for prosecution, without being
                  deemed guilty of any manner of trespass, and without prejudice
                  to any remedies  for arrears of monthly rent or other  amounts
                  payable  under  this  Lease  or as a result  of any  preceding
                  breach of covenants or conditions; or

                           18.2.3  Without  further demand or notice to cure any
                  event  of  default  and to  charge  TENANT  for  the  cost  of
                  effecting such cure,  including without limitation  reasonable
                  attorneys'  fees and interest on the amount so advanced at the
                  Interest Rate set forth in Section 9.2, provided that LANDLORD
                  will have no  obligation  to cure any such event of default of
                  TENANT.

                           18.2.4 Should  LANDLORD  elect to reenter as provided
                  in subsection (b), or should LANDLORD take possession pursuant
                  to legal  proceedings  or pursuant  to any notice  provided by
                  law, LANDLORD may, from time to time, without terminating this
                  Lease,  relet  the  premises  or any part of the  premises  in
                  LANDLORD'S  or TENANT'S  name,  but for the account of TENANT,
                  for such term or terms  (which may be greater or less than the
                  period which would  otherwise have  constituted the balance of
                  the term) and on such  conditions  and upon such  other  terms
                  (which may include concessions of free rent and alteration and
                  repair  of  the  premises)  as  LANDLORD,  in  its  reasonable
                  discretion,  may  determine,  and  LANDLORD  may  collect  and
                  receive the rent. No such reentry or taking  possession of the
                  premises  by  LANDLORD  will be  construed  as an  election on
                  LANDLORD'S  part to  terminate  this  Lease  unless a  written
                  notice of such intention is given to TENANT. No written notice
                  from  LANDLORD  under  this  Section  or under a  forcible  or
                  unlawful  entry  and  detainer  statute  or  similar  law will
                  constitute  an election by  LANDLORD to  terminate  this Lease
                  unless such notice  specifically so states.  LANDLORD reserves
                  the right  following any such reentry or reletting to exercise
                  its  right to  terminate  this  Lease by  giving  TENANT  such
                  written  notice,  in which event this Lease will  terminate as
                  specified in such notice.

                  18.3  Certain  Damages.  In the event that  LANDLORD  does not
         elect to terminate  this Lease as permitted in Section  18.2.1,  but on
         the contrary  elects to take  possession as provided in Section 18.2.2,
         TENANT will pay to LANDLORD  monthly rent and other sums as provided in
         this Lease that would be payable under this Lease if such  repossession
         had not occurred,  less the net  proceeds,  if any, of any reletting of
         the premises after deducting all of LANDLORD'S  reasonable  expenses in
         connection  with  such  reletting,  including  without  limitation  all
         repossession costs, brokerage commissions, attorneys' fees, expenses of
         employees, alteration and repair costs, and expenses of preparation for
         such  reletting.  If, in connection  with any reletting,  the new Lease

                                       17
<PAGE>

         term extends beyond the existing term, or the premises  covered by such
         new Lease  include  other  premises  not part of the  premises,  a fair
         apportionment of the rent received from such reletting and the expenses
         incurred in connection  with such reletting as provided in this Section
         will be made in determining the net proceeds from such  reletting,  and
         any rent concessions  will be equally  apportioned over the term of the
         new Lease. TENANT will pay such rent and other sums to LANDLORD monthly
         on the day on which the monthly rent would have been payable under this
         Lease if possession had not been retaken, and LANDLORD will be entitled
         to receive such rent and other sums from TENANT on each such day.

                  18.4 Continuing Liability After Termination.  If this Lease is
         terminated on account of the occurrence of an event of default,  TENANT
         will  remain  liable to  LANDLORD  for  damages  in an amount  equal to
         monthly rent and other amounts that would have been owing by TENANT for
         the balance of the term, had this Lease not been  terminated,  less the
         net  proceeds,  if any, of any  reletting  of the  premises by LANDLORD
         subsequent  to such  termination,  after  deducting  all of  LANDLORD'S
         expenses  in  connection   with  such  reletting,   including   without
         limitation  the expenses  enumerated in Section 18.3.  LANDLORD will be
         entitled to collect  such  damages  from  TENANT  monthly on the day on
         which monthly rent and other amounts would have been payable under this
         Lease if this  Lease  had not been  terminated,  and  LANDLORD  will be
         entitled to receive such monthly rent and other  amounts from TENANT on
         each such day.

                  18.5 Cumulative  Remedies.  Any suit or suits for the recovery
         of the amounts  and damages set forth in Sections  18.3 and 18.4 may be
         brought by LANDLORD,  from time to time,  at LANDLORD'S  election,  and
         nothing in this Lease will be deemed to require  LANDLORD  to await the
         date upon which this  Lease or the term  would have  expired  had there
         occurred no event of  default.  Each right and remedy  provided  for in
         this Lease is  cumulative  and is in  addition  to every other right or
         remedy  provided  for in this  Lease or now or  after  the  Lease  date
         existing  at law or in  equity  or by  statute  or  otherwise,  and the
         exercise or beginning of the exercise by LANDLORD of any one or more of
         the rights or remedies  provided  for in this Lease or now or after the
         Lease date existing at law or in equity or by statute or otherwise will
         not preclude the  simultaneous  or later exercise by LANDLORD of any or
         all other rights or remedies provided for in this Lease or now or after
         the Lease date existing at law or in equity or by statute or otherwise.
         All costs  incurred by LANDLORD in  collecting  any amounts and damages
         owing by TENANT  pursuant to the provisions of this Lease or to enforce
         any provision of this Lease,  including reasonable attorneys' fees from
         the date any such matter is turned over to an attorney,  whether or not
         one or more actions are commenced by LANDLORD, will also be recoverable
         by LANDLORD from TENANT.

                  18.6  Waiver  of  Redemption.   TENANT  waives  any  right  of
         redemption  arising as a result of LANDLORD'S  exercise of its remedies
         under this Section 18.

                  18.7 Past Due Sums;  Penalty.  Except as  otherwise  expressly
         provided for in this Lease,  if TENANT  fails to pay,  when the same is
         due and payable,  or within five (5) calendar days thereafter,  any sum
         required  to be paid by it  hereunder,  such unpaid  amount  shall bear
         interest  from  the  due  date  thereof  to the  date of  payment  at a
         fluctuating  rate equal to five  percent (5%) per annum above the prime
         rate of interest  charged by Zions First National Bank, Salt Lake City,
         Utah.  In addition  thereto,  LANDLORD may charge a sum of five percent
         (5%) of such  unpaid  amounts  as a service  fee.  Notwithstanding  the
         foregoing,  LANDLORD'S  right  concerning such interest and service fee
         shall be limited by the maximum  amount which legally may be charged by
         LANDLORD for such purposes under applicable law.

         19. RENT  ABATEMENT.  As a  consideration  for TENANT to enter into the
Lease,  LANDLORD  has agreed to abate the rent  payment and the  obligation  for
TENAN'S  share of operating  expenses if any for the two (2) months of June 2000
and June 2001.

                                       18
<PAGE>

         20. END OF TERM.  At the end of this Lease,  TENANT will  promptly quit
and surrender the premises broom-clean,  in good order and repair, ordinary wear
and tear excepted. If TENANT is not then in material default,  TENANT may remove
from the premises any trade fixtures, equipment, and movable furniture placed in
the  premises by TENANT,  whether or not such trade  fixtures or  equipment  are
fastened to the building; TENANT will not remove any trade fixtures or equipment
without  LANDLORD'S prior written consent if such fixtures or equipment are used
in the  operation  of the  building,  or if the  removal  of  such  fixtures  or
equipment  will result in impairing  the  structural  strength of the  building.
Whether  or not TENANT is in  default,  TENANT  will  remove  such  alterations,
additions,  improvements,  trade fixtures,  equipment, and furniture as LANDLORD
has  requested in  accordance  with  Section  9.3:  TENANT will fully repair any
damage  occasioned by the removal of any trade fixtures,  equipment,  furniture,
alterations,   additions,  and  improvements.  All  trade  fixtures,  equipment,
furniture,  inventory, effects, alterations,  additions, and improvements on the
Premises 10 days after the end of the term will be deemed  conclusively  to have
been abandoned and may be appropriated,  sold, stored,  destroyed,  or otherwise
disposed of by LANDLORD without written notice to TENANT or any other person and
without  obligation  to  account  for them.  TENANT  will pay  LANDLORD  for all
expenses incurred in connection with the removal of such property, including but
not  limited to the cost of  repairing  any damage to the  building  or premises
caused by the  removal of such  property.  TENANT'S  obligation  to observe  and
perform this covenant will survive the  expiration or other  termination of this
Lease.

         21.  ESTOPPEL CERTIFICATE.

                  21.1 LANDLORD'S Right to Estoppel  Certificate.  TENANT shall,
         within five (5) days after LANDLORD'S  request  therefore,  execute and
         deliver to LANDLORD an Estoppel  Certificate in recordable form setting
         forth the following:  (a) a ratification of this Lease;  (b) the Actual
         Commencement Date and termination date hereof; (c) a certification that
         this  Lease is in full  force  and  effect  and has not been  assigned,
         modified,  supplemented  or amended (except by such writing as shall be
         stated);  (d) that all  conditions  under this Lease to be performed by
         LANDLORD  have been  satisfied  or a statement  of any  conditions  not
         satisfied;  (e) that  there are no  defenses  or  offsets  against  the
         enforcement of this Lease by LANDLORD,  or, in the  alternative,  those
         claimed by TENANT;  (f) the amount of advance rent, if any, (or none if
         such is the case) paid by  TENANT;  (g) the date to which rent has been
         paid; (h) the amount of security deposited with LANDLORD;  and (i) such
         other   information   as  LANDLORD  (or  its  mortgagees  or  potential
         purchasers of the Premises) may reasonably request. In the event TENANT
         fails within five (5) days after  LANDLORD  has  delivered to TENANT an
         Estoppel  Certificate  pursuant  to this  Subsection  21.1 to  properly
         execute  and deliver the same to  LANDLORD,  TENANT  shall be deemed to
         have  consented to such  Estoppel  Certificate  as written.  LANDLORD'S
         mortgage lenders and/or  purchasers shall be entitled to rely upon such
         declaration.

                  21.2  Effect  of  Failure  to  Provide  Estoppel  Certificate.
         TENANT'S  failure to  furnish  any  Estoppel  Certificate  pursuant  to
         Subsection  21.1 hereof within  fifteen (15) days after request is made
         by LANDLORD therefore,  it shall be conclusively presumed that (a) this
         Lease is in full force and effect  without  modification  in accordance
         with the terms set forth in the  request;  (b) there are no breaches or
         defaults on the part of LANDLORD; and (c) no more than one month's rent
         has been paid in advance.

         22.  COMMON AREAS.

                  22.1 Definition of Common Areas. Common Areas means all areas,
         space,  equipment and special services provided for the joint or common
         use and benefit of the TENANTS or occupants of the Building and related
         Land or portions thereof,  and their employees,  agents,  licensees and
         other invites (collectively referred to herein as Occupants), including
         without  limitation,  the  following:   parking  areas,  access  roads,
         driveways,  plaza  retaining  walls,  landscaped  areas,  service ways,
         loading docks,  pedestrian walks, courts,  stairs, ramps and sidewalks,
         common corridors, monuments, water features, lobby elevators, rooms and
         rest rooms, air conditioning, fan, janitorial, electrical and telephone
         rooms or closets, and all other areas within the Building which are not
         specified  for  exclusive  use or  occupancy  by LANDLORD or any TENANT
         (whether or not they are Leased or occupied).

                                       19
<PAGE>

                  22.2  License to Use Common  Areas.  The Common Areas shall be
         available  for the common use of all  Occupants  and to the extent such
         access to the Common Areas has been or shall be granted,  also shall be
         used by the  general  public.  If the  amount  of such  areas  shall be
         changed or  diminished,  LANDLORD shall not be subject to any liability
         to  TENANT  in any  respect,  provided  LANDLORD  will  take no  action
         permitted  under  this  section  22 in such a manner  as to  materially
         impair or adversely affect TENANT'S  substantial  benefit and enjoyment
         of the  premises.  All common  Areas shall be subject to the  exclusive
         control and management of LANDLORD.

                  22.3 Deliveries. All deliveries to and from the Premises shall
         be made using those areas of the Building  designated for deliveries by
         LANDLORD, during the time periods reasonably specified by LANDLORD, and
         so as to cause the minimum amount of interference  with the business of
         other  TENANTS of the  Building or  impedance  of traffic  corridors or
         blockage of stairwells or fire exits from the Building.



                                       20
<PAGE>




                  22.4  Parking.  Subject to  TENANT'S  rights  under  Section 2
         hereof,  automobiles of TENANT and all Occupants associated with TENANT
         shall be parked only within  parking  areas not  otherwise  reserved by
         LANDLORD or  specifically  designated to use by any other tenant and/or
         occupants  associated with any other tenant,  and shall observe visitor
         parking time limitations.  LANDLORD or its agents,  shall,  without any
         liability  to  TENANT  or its  occupants  have the  right  (but not the
         obligation)  to  cause  to  be  removed  any  automobile  that  may  be
         wrongfully  parked in a prohibited or reserved parking area, and TENANT
         agrees to indemnify, defend and hold harmless LANDLORD from and against
         any and all claims asserted or arising with respect to or in connection
         with any such  removal of an  automobile  of TENANT.  TENANT shall from
         time to time, upon request of LANDLORD,  supply LANDLORD with a list of
         license  plate  numbers  of all  automobiles  owned  by  TENANT  or its
         day-to-day Occupants. TENANT shall not allow its employees or agents to
         park in  uncovered  parking  spaces  overnight  without  prior  written
         consent of LANDLORD.  Upon 24 hours  notice,  TENANT shall  temporarily
         relocate all TENANT owned vehicles to a location designated by LANDLORD
         for the duration of any parking lot maintenance activities.  TENANTS of
         the Building may exercise and will be subject to, the parking rights as
         contained  herein  on any  portion  of the  adjacent  Towers  Phase III
         subdivision properties which are asphalted and improved for parking.

         23. SIGNS, AWNINGS AND CANOPIES.  LANDLORD, at LANDLORD'S expense shall
install  identification  signs for TENANT, in accordance with LANDLORD'S signage
standards.  TENANT shall not place or suffer to be placed or  maintained  on any
exterior  door,  exterior  wall or window of the  Premises,  or in the  Premises
visible to the Common Areas of the Building,  or elsewhere in the Building,  any
sign, awning, marquee, decoration,  lettering,  attachment,  canopy, advertising
matter or other thing of any kind,  without first obtaining  LANDLORD'S  written
approval.  Signs  inside the  Premises  not visible from the Common Areas of the
Building are not prohibited by this  paragraph.  LANDLORD may, at TENANT'S cost,
and without liability to TENANT,  enter the Premises and remove any item erected
in  violation  of this  Section  23.  All  signage  shall  further be subject to
approval by the City of South Jordan.

         24.  REQUIREMENTS OF LAW; FIRE INSURANCE.

                  24.1  General.  At its sole  cost  and  expense,  TENANT  will
         promptly comply with all laws, statutes,  ordinances,  and governmental
         rules, regulations,  or requirements now in force or in force after the
         Lease date, with the requirements of any board of fire  underwriters or
         other  similar  body  constituted  now or  after  the  date,  with  any
         direction or occupancy  certificate  issued  pursuant to any law by any
         public  officer  or  officers,  as well as with the  provisions  of all
         recorded  documents  affecting the premises,  insofar as they relate to
         the   condition,   use,  or  occupancy  of  the   premises,   excluding
         requirements  of  structural  changes to the premises or the  building,
         unless  required by the unique  nature of TENANT'S  use or occupancy of
         the premises.

                  24.2  Hazardous Materials.

                           24.2.1  For   purposes  of  this  Lease,   "hazardous
                  materials"  means  any  explosives,   radioactive   materials,
                  hazardous wastes, or hazardous  substances,  including without
                  limitation substances defined as "hazardous substances" in the
                  Comprehensive   Environmental   Response,   Compensation   and
                  Liability Act of 1980, as amended, 42 U.S.C. ## 9601-9657; the
                  Hazardous  Materials  Transportation Act of 1975, 49 U.S.C. ##
                  1801-1812; the Resource Conservation and Recovery Act of 1976,
                  42 U.S.C. ## 6901-6987;  or any other federal, state, or local
                  statute,  law, ordinance,  code, rule,  regulation,  order, or
                  decree  regulating,  relating  to, or  imposing  liability  or
                  standards of conduct concerning hazardous materials, waste, or
                  substances   now  or  at  any   time   hereafter   in   effect
                  (collectively, "hazardous materials laws").

                                       21
<PAGE>

                           24.2.2  Except in  compliance  with  hazardous  waste
                  laws,  TENANT  will not  cause or  permit  the  storage,  use,
                  generation,  or disposition of any hazardous materials in, on,
                  or about the  premises or the  project by TENANT,  its agents,
                  employees, or contractors. TENANT will not permit the premises
                  to be used or operated in a manner that may cause the premises
                  or the project to be contaminated  by any hazardous  materials
                  in  violation of any  hazardous  materials  laws.  TENANT will
                  immediately  advise  LANDLORD  in  writing  of (1) any and all
                  enforcement, cleanup, remedial, removal, or other governmental
                  or regulatory  actions  instituted,  completed,  or threatened
                  pursuant  to any  hazardous  materials  laws  relating  to any
                  hazardous materials affecting the premises; and (2) all claims
                  made  or  threatened  by  any  third  party  against   TENANT,
                  LANDLORD,  or the premises  relating to damage,  contribution,
                  cost recovery,  compensation,  loss, or injury  resulting from
                  any  hazardous  materials  on or about the  premises.  Without
                  LANDLORD'S  prior  written  consent,  TENANT will not take any
                  remedial action or enter into any agreements or settlements in
                  response to the presence of any hazardous materials in, on, or
                  about the premises.

                           24.2.3 TENANT will be solely responsible for and will
                  defend, indemnify and hold LANDLORD, its agents, and employees
                  harmless from and against all claims,  costs, and liabilities,
                  including  attorneys'  fees and  costs,  arising  out of or in
                  connection  with TENANT'S  breach of its  obligations  in this
                  Section  24.  TENANT will be solely  responsible  for and will
                  defend,   indemnify,   and  hold  LANDLORD,  its  agents,  and
                  employees harmless from and against any and all claims, costs,
                  and liabilities,  including attorneys' fees and costs, arising
                  out  of  or in  connection  with  the  removal,  cleanup,  and
                  restoration  work  and  materials   necessary  to  return  the
                  premises and any other property of whatever  nature located on
                  the  project  to  their   condition   existing  prior  to  the
                  appearance  of TENANT'S  hazardous  materials on the premises.
                  TENANT'S  obligations  under this  Section 24 will survive the
                  expiration or other termination of this Lease.

                  24.3 Certain Insurance Risks.  TENANT will not do or permit to
         be done any act or thing upon the  premises or the project  which would
         (a) jeopardize or be in conflict with fire insurance  policies covering
         the project and fixtures and property in the project;  (b) increase the
         rate of fire  insurance  applicable  to the project to an amount higher
         than it otherwise  would be for general  office use of the project;  or
         (c) subject LANDLORD to any liability or  responsibility  for injury to
         any person or  persons  or to  property  by reason of any  business  or
         operation being carried on upon the premises.

         25. LANDLORD'S RESERVED RIGHTS. Without liability to TENANT (except for
damages caused by the reckless or willful misconduct of LANDLORD or its agents),
LANDLORD shall have the right at any time or from time to time (a) upon at least
twenty (20) days' prior notice to TENANT,  change the name or street  address of
the Building;  (b) without notice, install and maintain signs on the exterior of
the  Building;  (c) upon notice to TENANT,  enter the  Premises  and perform any
obligation   of  TENANT   hereunder   which   TENANT   has   failed  to  perform
satisfactorily;  (d) without notice, make changes,  alterations and additions to
the Building or the Property;  (e) exhibit the Premises to prospective  tenants,
mortgagees and purchasers upon reasonable notice; and (f) without notice,  enter
into the Premises to take such  measures as LANDLORD may deem  advisable for the
safety,  security  and welfare of the Building  and its  Occupants  and for such
purposes,  to bring into and through the  Premises or any part of the  Building,
all required tools,  equipment and materials and to temporarily  suspend the use
of doors, corridors or other facilities of the Building.

         26.  RULES AND  REGULATIONS.  The Rules  and  Regulations  set forth on
Exhibit  Fare hereby made a part of this Lease.  LANDLORD  may from time to time
amend,  modify,  delete or add rules and regulations for the use and care of the
Building and the Land,  provided that changes in the Rules and Regulations shall
not  unreasonably  affect  TENANT.  Such  amendment,  modification,  deletion or
addition shall be effective upon notice thereof to TENANT from LANDLORD.  TENANT
will cause its  employees,  agents or any other  persons  permitted by TENANT to
occupy or enter the  Premises  to at all  times  abide by all of such  Rules and
Regulations.  In the event of any  breach of any of such  Rules or  Regulations,
LANDLORD  may  exercise  any or all of the  remedies  in this  Lease  which  are
provided  for in the event of default by TENANT and may, in  addition,  exercise
any  remedies  available at law or in equity  including  the right to enjoin any
breach of such Rules and Regulations. No act performed by LANDLORD or its agents
during  the term of the  Lease to  enforce  such  Rules  and  Regulations  shall
constitute  an  eviction  of  TENANT  by  LANDLORD,  nor  shall it be  deemed an
acceptance or surrender of the Premises.  LANDLORD  shall not be  responsible to
TENANT for the  failure by any other  tenant or person to observe any such Rules
and Regulations.

                                       22
<PAGE>

         27.  MISCELLANEOUS PROVISIONS.

                  27.1 No  Partnership.  LANDLORD does not by this Lease, in any
         way or for any purpose, become a partner or joint venturer of TENANT in
         the conduct of its business or otherwise.

                  27.2 Force  Majeure.  LANDLORD shall be excused for the period
         of any  delay in the  performance  of any  obligations  hereunder  when
         prevented from so doing by cause or causes beyond  LANDLORD'S  control,
         including   labor  disputes,   civil   commotion,   war,   governmental
         regulations or controls,  fire or other  casualty,  inability to obtain
         any material or service or acts of God.

                  27.3 Modification for Lender. If, in connection with obtaining
         construction,  interim,  or permanent financing for the Building or the
         Property,  the lender shall request  reasonable  modifications  in this
         Lease as a condition to such  financing,  TENANT will not  unreasonably
         withhold,  delay,  or defer its  consent  thereto,  provided  that such
         modifications  do not increase the  obligations of TENANT  hereunder or
         materially  adversely  affect the Leasehold  interest hereby created or
         TENANT'S rights hereunder.  TENANT shall execute any documentation that
         LANDLORD or the lender deems reasonably  necessary within five (5) days
         after written request by LANDLORD.

                  27.4  No  Light,  Air or  View  Easement.  Any  diminution  or
         shutting  off of  light,  air or view  by any  structure  which  may be
         erected on lands  adjacent to or in the vicinity of the Building  shall
         in no way affect this Lease or impose any liability on LANDLORD.

                  27.5 Holding Over. Because unauthorized holding over after the
         expiration  of the  term  hereof  or of any  renewal  term  will  cause
         substantial damage to LANDLORD which cannot be estimated at the time of
         execution of the Lease,  any such holding over shall be construed to be
         a tenancy  from  month-to-month  at one and one half (1 1/2)  times the
         Basic  Monthly  Rent plus all other  sums,  rents  and  charges  herein
         specified (pro-rated on a monthly basis) and shall, so far as possible,
         otherwise  be on the terms herein  specified.  The  preceding  sentence
         shall not be  construed  as  LANDLORD'S  permission  for TENANT to hold
         over.

                  27.6 Notices. Any notice, request, demand, consent,  approval,
         or other  communication  required or permitted under this lease must be
         in  writing  and will be  deemed  to have been  given  when  personally
         delivered, sent by facsimile with receipt acknowledged,  deposited with
         any  nationally  recognized  overnight  carrier that  routinely  issues
         receipts,  or deposited in any depository  regularly  maintained by the
         United States Postal Service,  postage prepaid,  certified mail, return
         receipt  requested,  addressed  to the party  for whom it is  intended.
         Notice for  LANDLORD  shall be  addressed  and sent to  PARKWAY  TOWER,
         L.L.C.,  Attention:  Dana Howland, 348 East 4500 South, Suite 100, Salt
         Lake City,  Utah 84107;  The address for TENANT set forth in Section 1,
         Subsection  1.1 of this  Lease  shall  be the  effective  location  for
         notices to TENANT.  Either party may  designate  such other  address as
         shall be given by written notice.

                  27.7  Captions; Attachments.

                           27.7.1 The captions to the  Sections and  Subsections
                  of this Lease are for  convenience of reference only and shall
                  not be deemed relevant in resolving  questions of construction
                  or interpretation under this Lease.

                                       23
<PAGE>

                           27.7.2  Exhibits  referred  to in this  Lease and any
                   addendum,  riders and schedules  attached to this Lease shall
                   be deemed to be  incorporated  in this Lease as though a part
                   of Lease.

                  27.8  Recording.  TENANT  shall  not  record  this  Lease or a
         memorandum hereof without the written consent of LANDLORD. LANDLORD, at
         its option and at any time, may file this Lease or a memorandum  hereof
         for record  with the  Recorder  of the County in which the  Property is
         located, and LANDLORD shall notify TENANT of the same.

                  27.9 Partial Invalidity. If any provision of this Lease or the
         application  thereof to any person or circumstance  shall to any extent
         be invalid,  the  remainder  of this Lease or the  application  of such
         provision to persons or  circumstances  other than those as to which it
         is held  invalid  shall not be affected  thereby and each  provision of
         this Lease shall be valid and enforced to the fullest extent  permitted
         by law.  In  lieu of each  provision  of this  lease  that is  illegal,
         invalid,  or  unenforceable a provision will be added as a part of this
         lease as similar in terms to such illegal,  invalid,  or  unenforceable
         provision as may be possible and be legal, valid, and enforceable.

                  27.10 Brokers  Commission.  Brandon  Fugal of Coldwell  Banker
         Commercial  as  agent  for  LANDLORD  shall  be  entitled  to  a  Lease
         commission  equal to 5% of the Lease amount.  Lease commission shall be
         calculated  as  follows:  initial  annual  Lease  payment  plus  annual
         increase  amounts,  times 5 (lease years) times 5% =  commission.  This
         amount will be paid by  LANDLORD,  1/2 upon  execution  by LANDLORD and
         TENANT  to Lease  agreement  and 1/2  within  ten (10)  days of  TENANT
         occupying the Premises.

                  27.11 TENANT Defined;  Use of Pronouns.  The word TENANT shall
         be  deemed  to mean  each and  every  person  or party  executing  this
         document  as a TENANT  hereunder.  If there is more than one  person or
         organization set forth on the signature line as TENANT, their liability
         hereunder shall be joint and several. If there is more than one TENANT,
         any  notice  required  or  permitted  by the terms of this Lease may be
         given by or to any one TENANT, and shall have the same force and effect
         as if  given  by or to all  TENANTS.  The  use of the  neuter  singular
         pronoun  to refer  to  LANDLORD  or  TENANT  shall  be  deemed a proper
         reference  even  though  LANDLORD  or  TENANT  may  be  an  individual,
         partnership,  corporation  or a  group  of  two  or  more  individuals,
         partnerships  or  corporations.   The  necessary   grammatical  changes
         required to make the provisions of this Lease apply in the plural sense
         where there is more than one  LANDLORD  or TENANT and to  corporations,
         associations, partnerships, individuals, males or females, shall in all
         instances be assumed as though in each case fully expressed.

                  27.12 Provisions  Binding,  etc. Except as otherwise provided,
         all  provisions  herein  shall be binding  upon and shall  inure to the
         benefit of the parties, their legal representatives,  heirs, successors
         and  assigns.  Each  provision  to be  performed  by  TENANT  shall  be
         constructed  to be both a covenant and a condition,  and if there shall
         be  more  than  one  TENANT,  they  shall  all be  bound,  jointly  and
         severally,  by such provisions.  In the event of any sale or assignment
         (except for  purposes of  security  or  collateral)  by LANDLORD of the
         Building,  the Premises or this Lease,  LANDLORD shall,  from and after
         the  Actual  Commencement  Date  (irrespective  of  when  such  sale or
         assignment  occurs),  be entirely  relieved  of all of its  obligations
         hereunder and such  obligations  shall,  as of the time of such sale or
         assignment  or on the Actual  Commencement  Date,  whichever  is later,
         automatically pass to LANDLORD'S successor in interest.

                  27.13  Entire  Agreement,  etc.  This Lease and the  Exhibits,
         Riders and/or addenda,  if any, attached hereto,  constitute the entire
         agreement  between the  parties.  Any  guaranty  attached  hereto is an
         integral  part of this  Lease and  constitutes  consideration  given to
         LANDLORD to enter into this Lease. Any prior  conversations or writings
         are merged herein and  extinguished.  No  subsequent  amendment of this
         Lease  shall be  binding  upon  LANDLORD  or TENANT  unless  reduced to
         writing and signed.  Submission of this Lease for examination  does not
         constitute an option for the Premises and this Lease becomes  effective
         as a Lease only upon  execution  and  delivery  thereof by  LANDLORD to
         TENANT.  It is hereby  agreed that this Lease  contains no  restrictive
         covenants or exclusions in favor of TENANT.

                                       24
<PAGE>

                  27.14  Recourse  by  TENANT.  Anything  in this  Lease  to the
         contrary  notwithstanding,  TENANT  agrees that it shall look solely to
         the  equity of  LANDLORD  in the  Building  in which the  Premises  are
         located and the Land upon which the  Building is  situated,  subject to
         prior rights of any mortgagee (including  mortgagees,  advancing monies
         after the date of this Lease),  for the  collection of any judgment (or
         other judicial  process)  requiring the payment of money by LANDLORD in
         the event of any default or breach by LANDLORD  with  respect to any of
         the terms, covenants and conditions of this Lease to be observed and/or
         performed by LANDLORD, and no other assets of LANDLORD shall be subject
         to levy, execution or other procedures for the satisfaction of TENANT'S
         remedies.  Nothing herein shall preclude TENANT from seeking injunctive
         relief or specific  performance or insurance proceeds to which they are
         entitled.  The  amount of any  judgement  obtained  by  TENANT  against
         LANDLORD can be used by TENANT as an offset against unpaid rent.

                  27.15  Choice of Law.  This  Lease  shall be  governed  by and
         construed in accordance with the laws of the State of Utah.

                  27.16  Time of Essence.  Time is of the essence of this Lease.

                  27.17 No Waiver.  The  waiver by  LANDLORD  of any  agreement,
         condition,  or provision  contained in this Lease will not be deemed to
         be a  waiver  of any  subsequent  breach  of  the  same  or  any  other
         agreement,  condition,  or provision  contained in this Lease, nor will
         any  custom or  practice  that may grow up between  the  parties in the
         administration  of the terms of this Lease be  construed to waive or to
         lessen the right of LANDLORD to insist upon the  performance  by TENANT
         in strict  accordance  with the  terms of this  Lease.  The  subsequent
         acceptance of rent by LANDLORD will not be deemed to be a waiver of any
         preceding breach by TENANT of any agreement, condition, or provision of
         this Lease, other than the failure of TENANT to pay the particular rent
         so accepted,  regardless  of  LANDLORD'S  knowledge  of such  preceding
         breach at the time of acceptance of such rent.

                  27.18 Rights and Remedies. The rights and remedies of LANDLORD
         shall not be mutually  exclusive and the exercise of one or more of the
         provisions  of this Lease shall not  preclude the exercise of any other
         provisions.  TENANT  confirms  that damages at law may be an inadequate
         remedy  for a breach  or  threatened  breach  by  TENANT  of any of the
         provisions hereof. LANDLORD'S rights and TENANT'S obligations hereunder
         shall be enforceable by specific  performance,  injunction or any other
         equitable  remedy,  but nothing  herein  contained is intended or shall
         limit or  affect  any  rights  at law or by  statute  or  otherwise  of
         LANDLORD  against  TENANT  for a breach or a  threatened  breach of any
         provision  hereof, it being the intention by this Section to make clear
         the  agreement  of the  parties  hereto and the right of  LANDLORD  and
         obligations of TENANT  hereunder shall be enforceable in equity as well
         as at law or otherwise.

                  27.19 Authorization. Each individual executing this Lease does
         thereby  represent and warrant to each other so signing (and each other
         entity for which  another  person may be signing) that he has been duly
         authorized to deliver this Lease in the capacity and for the entity set
         forth where he signs.

                  27.20 No Construction  Against  Drafting  Party.  LANDLORD and
         TENANT  acknowledge  that  each of them and their  counsel  have had an
         opportunity  to  review  this  Lease and that  this  Lease  will not be
         construed against LANDLORD merely because LANDLORD has prepared it.

                                       25
<PAGE>

                  27.21 Not Used.

                  27.22 No Merger.  The  voluntary  or other  surrender  of this
         Lease by TENANT or the  cancellation of this Lease by mutual  agreement
         of TENANT and LANDLORD or the  termination  of this Lease on account of
         TENANT'S  default  will not work a  merger,  and  will,  at  LANDLORD'S
         option,  (a) terminate all or any  subleases  and  subtenancies  or (b)
         operate  as an  assignment  to  LANDLORD  of all or  any  subleases  or
         subtenancies.  LANDLORD'S  option  under  this  Section  27.22  will be
         exercised  by  written  notice to TENANT  and all known  sublessees  or
         subtenants in the premises or any part of the premises.

                  27.23  Financial  Reports.  Within  15 days  after  LANDLORD'S
         request,  TENANT will furnish  TENANT'S most recent  audited  financial
         statements  (including  any notes to them) to LANDLORD,  or, if no such
         audited statements have been prepared,  such other financial statements
         (and  notes  to  them)  as may have  been  prepared  by an  independent
         certified  public  accountant or, failing  those,  TENANT'S  internally
         prepared  financial  statements.  TENANT  will  discuss  its  financial
         statements  with  LANDLORD  and will give  LANDLORD  access to TENANT'S
         books and records in order to enable  LANDLORD to verify the  financial
         statements. LANDLORD will not disclose any aspect of TENANT'S financial
         statements that TENANT  designates to LANDLORD as  confidential  except
         (a) to LANDLORD'S  lenders or  prospective  purchasers of the property,
         (b) in litigation  between LANDLORD and TENANT,  and (c) if required by
         court order.

                  27.24  LANDLORD'S Fees.  Whenever TENANT requests  LANDLORD to
         take any action or give any consent  required or  permitted  under this
         Lease, TENANT will reimburse LANDLORD for all of LANDLORD'S  reasonable
         costs incurred in reviewing the proposed  action or consent,  including
         without  limitation  reasonable  attorneys',  engineers' or architects'
         fees, within 10 days after LANDLORD'S delivery to TENANT of a statement
         of such costs.  TENANT  will be  obligated  to make such  reimbursement
         without  regard  to  whether  LANDLORD  consents  to any such  proposed
         action.

                  27.25  Attorney's  Fees.  In the event that at any time during
         the term of this Lease either LANDLORD or TENANT  institutes any action
         or  proceeding  against the other  relating to the  provisions  of this
         Lease or any default  hereunder,  the unsuccessful party in such action
         or proceeding  shall reimburse the successful  party for the reasonable
         expenses of such action including  reasonable  attorneys' fees incurred
         therein by the successful party.

                  27.26  Successors.  LANDLORD shall not be liable to TENANT for
         any default or breach  under this Lease which  occurs after the sale of
         the  Building or  Premises  by  LANDLORD,  provided  new owner  accepts
         LANDLORD'S responsibilities as provided for in Lease Agreement.

                  IN WITNESS  WHEREOF,  LANDLORD and TENANT have  executed  this
Lease on the day first set forth above.

LANDLORD:

PARKWAY TOWER, L.L.C., A Utah Limited Liability Company

By:
--------------------------------------
     Its Managing Member

TENANT:

SUNDOG TECHNOLOGIES, INC.

By:
-------------------------------------

Its:
-------------------------------------



                                       26
<PAGE>




EXHIBIT A - 1 -


                                    EXHIBIT A

                                LEGAL DESCRIPTION

Parcel  #27-13-176-036.  Beginning North  89degree07'37"  East along the section
line  1,768.700  feet and  North  73.011  feet from the West  Quarter  Corner of
Section 13, Township 3 South,  Range 1 West,  Salt Lake Base & Meridian;  thence
running North 0degree14'35" West 58.247 feet; thence  25degree45'06" East 60.076
feet; thence North  45degree14'34" West 13.750 feet; thence North 25o45'06" East
199.35  feet;  thence  North   0degree52'23"  West  88.637  feet;  thence  North
89degree07'37"  East  149.814  feet to the  West  right-of-way  line of 400 West
Street; thence South 0degree52'23" East along said line 388.627 feet to the said
North  right-of-way  lien of South Jordan Parkway  (10600  South);  thence South
89degree07'37" West along said North line 257.10 feet to the point of beginning.
1.80 acres.

Parcel  #27-13-176-037.  Beginning North  89degree07'37"  East 1,768.70 feet and
North 73.01 feet from the West  Quarter  Corner of Section 13,  Township 3 South
Range 1 West,  Salt Lake Base & Meridian;  thence  running South  89degree07'17"
West 30  feet;  thence  North  01degree14'35"  West  76.34  feet;  thence  North
44degree45'25" East 65 feet; thence south 25degree45'06" West 60.08 feet; thence
South 0degree14'35" East 58.25 feet to the point of beginning. 0.08 acre.


<PAGE>





                                    EXHIBIT B

                                PRELIMINARY PLANS
                                -----------------

         1. Preliminary Plans. LANDLORD and TENANT have approved the preliminary
plans and outline specifications (Preliminary Plans) for the construction of the
TENANT Improvements to the Premises, said Preliminary Plans are attached to this
Lease as Exhibit E1 and by this reference incorporated herein.

         2. Final Plans. At LANDLORD'S cost,  LANDLORD shall prepare final plans
and   specifications   (Final  Plans)   substantially  in  conformity  with  the
Preliminary Plans. LANDLORD shall complete preparation of the Final Plans within
4 weeks or sooner from the date TENANT  approves  the  Preliminary  Plans.  Both
parties  shall  initial  the Final Plans and attach a copy of the Final Plans to
this Lease as Exhibit E2. TENANT shall not object to any logical  development or
refinement of the  Preliminary  Plans or any changes  necessitated by applicable
law.  Final Plans shall be subject to  approval  by LANDLORD  and TENANT,  which
approval shall not be unreasonably withheld.

         3.  Construction  of  Premises.  LANDLORD  shall  construct  the TENANT
Improvements to the Premises  substantially  in accordance with the Final Plans.
All  construction  work shall be performed by  LANDLORD'S  contractor.  LANDLORD
shall use its diligent best efforts to complete the TENANT  Improvements and the
Premises  shall be Ready for Occupancy,  as defined in Subsection 4.1 below,  by
the  Projected   Commencement  Date,  provided,   however,  that  the  Projected
Commencement  Date  shall be  extended  for a period  equal to the period of any
delay  encountered  by LANDLORD  affecting the work of  construction  because of
fire,  earthquake,  inclement  weather,  acts of God,  acts of the public enemy,
riot,  insurrection,  governmental  regulation  of the  sales  of  materials  or
supplies  or the  transportation  thereof,  strikes or  boycotts,  shortages  of
material or labor, TENANT'S early entry to the Premises or, changes in the Final
Plans as  provided  for in the  Lease,  or any  causes  beyond  the  control  of
LANDLORD.  Construction  shall be in compliance  with  building  safety and fire
codes and the Americans With  Disabilities  Act at the time building permits are
issued. LANDLORD'S cost for improvement of TENANT'S Premises shall be limited to
the TENANT Matrix in Exhibit E. Any costs in excess of Matrix allowance shall be
paid for by TENANT to LANDLORD prior to construction of TENANT improvements.

         4.  Failure to Complete Construction.

                  4.1 LANDLORD Remedies.  If, despite  LANDLORD'S  diligent best
efforts to complete  the TENANT  Improvements,  the  Premises  are not Ready for
Occupancy  within 45 days  following the Projected  Commencement  Date, the sole
remedy of LANDLORD  shall be to  terminate  this Lease by  delivering  to TENANT
written  notice  within  ten (10) days  after the 45 day  period  following  the
Projected  Commencement  Date.  Upon  termination of this Lease pursuant to this
Subsection 4.1, LANDLORD shall have no further  liability for any damage,  costs
or claims which arise in connection with the Premises and this Lease, other than
daily liquidated damages which may arise pursuant to paragraph 4.2.

                  4.2.  TENANT  Remedies.  If the  Premises  are not  Ready  for
Occupancy within 45 days following the Projected Commencement Date, TENANT shall
have the option to terminate this Lease by delivering to LANDLORD written notice
within two (2) business days after the expiration of the 45 day period following
the  Projected  Commencement  Date, or TENANT may elect to continue the Lease in
effect and LANDLORD shall pay to TENANT daily  liquidated  damages for every day
the Premises are not Ready for  Occupancy  after said 45 day period has expired,
up to a  maximum  of  thirty  (30)  days.  Daily  liquidated  damages  shall  be
calculated  by dividing  the Basic  Monthly  Rent by 30. If the Premises are not

<PAGE>

Ready for Occupancy  within 75 days from the Projected  Commencement  Date,  the
sole  remaining  remedy of TENANT shall be to terminate this Lease by delivering
to  LANDLORD  written  notice  within  ten (10)  days  after  the 75 day  period
following  the  Projected  Commencement  Date.  Upon  termination  of this Lease
pursuant  to  this  Subsection   4.2,   LANDLORD  shall  refund  to  TENANT  any
construction  deposits made by TENANT and the Security  Deposit and TENANT shall
have no  further  liability  for any  damage,  costs or  claims  which  arise in
connection with the Premises and this Lease.

         5.  Completion and Delivery.  The Premises shall be ready for occupancy
(Ready for Occupancy) when construction is substantially completed in accordance
with the Final Plans,  as  reasonably  determined by LANDLORD and as accepted by
TENANT,  which  acceptance  shall not be unreasonably  withheld.  LANDLORD shall
prepare,  certify by  LANDLORD'S  signature and deliver in duplicate to TENANT a
written statement  certifying (i) that the Premises are substantially  completed
in  accordance  with the Final  Plans and any  properly  authorized  changes  or
amendments  thereof;  and  (ii)  the  date of such  completion.  LANDLORD  shall
diligently  complete any items of work not completed when the Premises are Ready
for Occupancy.

         6. Early Entry. With the prior written consent of LANDLORD, TENANT may,
prior to the Actual  Commencement  Date as defined below, at TENANT'S sole risk,
enter the Premises and install  trade  fixtures and  equipment in the  Premises;
provided,  however,  that (i)  TENANT'S  early  entry shall not  interfere  with
construction of the Premises or cause labor  difficulties,  (ii) TENANT shall by
reason of entry therein  indemnify and hold harmless  LANDLORD from any accident
or injury or any liability  therefore  that should befall TENANT or any agent or
subcontractor  of  TENANT.  TENANT  shall not use the  Premises  for  storage of
inventory  or  otherwise  do  business  on the  Premises  prior  to  the  Actual
Commencement Date without the express prior written consent of LANDLORD.


<PAGE>




                                    EXHIBIT C

                               EXTERIOR ELEVATIONS

                          [ Attach Exterior Elevations]


<PAGE>



                                    EXHIBIT D

                              BUILDING FLOOR PLANS

                         [ Attach Building Floor Plans ]


<PAGE>




                                    EXHIBIT E

                               TENANT IMPROVEMENTS

      A.  Common Areas.

               1.  Definition.  Common areas are defined to include  entry ways,
               general  access  hallways,  stairways,   elevators,  rest  rooms,
               parking areas, landscaping areas and sidewalks.

                        a.  Restricted common areas.  (See rules & regulations)

               2.  Construction.

                        a. Entry ways, hallways, elevators and bathrooms will be
                        finished  by   LANDLORD   with   materials   and  colors
                        substantially  similar to those depicted in the material
                        and color board which TENANT has previously reviewed.

                        b. Stairways, parking, landscaping and sidewalks will be
                        completed by LANDLORD but not  necessarily  according to
                        the material and color board.

      B.  Net Usable Areas - TENANT Premises.

               1.  Standard Improvement - TENANT Matrix.

                        a.  Definition.  Standard  improvement  are  defined  to
                        include  the  following  items  which will  include  all
                        related  materials,  labor,  supervision and overhead to
                        construct the improvements.

                                 (1) TENANT Standard Improvement - Typical Suite

                                 Walls - metal studs and  drywall  Paint - prime
                                 and  finish  coat (per  color  board)  Lighting
                                 Fixture -  parabolic  2 x 4 Carpet - 30 oz (per
                                 color  board)  Ceiling - 2/2 grid Base - rubber
                                 (per  color  board)  Entry  Doors - 3' x 8' oak
                                 (stained per color board) Interior Doors - 3' x
                                 6'8"  oak  veneer  (stained  per  color  board)
                                 Hardware - bright  brass HVAC  service  stubbed
                                 out to each TENANT'S  space  Suspension  system
                                 for ceiling grid
<PAGE>

                                 (2)  TENANT Finish Improvements (per 1,000 sf).
<TABLE>
<CAPTION>

<S>                                                                       <C>
                                 Partitions - interior                    73 lf/1,000 sf
                                 Doors - Entry                                1/3,000 sf
                                 Lighting Fixture                            10/1,000 sf
                                 Electrical Outlets                           8/1,000 sf
                                 Electrical Light Switches                    6/1,000 sf
                                 Telephone Outlets                            6/1,000 sf
                                 HVAC Zone                            12 zones per floor
</TABLE>

                        b.   Construction.   LANDLORD  shall  construct   TENANT
                        Improvements  per the  Final  Plans  attached  hereto as
                        Exhibit E2.  LANDLORDS  cost shall  include all items as
                        referenced in the TENANT Matrix allowance.  TENANTS cost
                        shall be for any  improvements  in excess of the  TENANT
                        Matrix and shall be paid for by TENANT as  provided  for
                        in Optional Improvements below.

               2.       Optional Improvements.

                        a. Definition.  Optional  improvements are defined to be
                        improvements in excess of common area  improvements plus
                        standard improvements to the net usable area.

                        b. Request.  Optional improvements shall be requested by
                        TENANT in writing.

                        c.  Construction.  LANDLORD may, at  LANDLORD'S  option,
                        construct all optional improvements on the Premises.

                        d. Costs. The cost and expense for optional improvements
                        installed by LANDLORD  shall be paid for by TENANT prior
                        to commencement  of  construction  of said  improvements
                        unless  otherwise  agreed to in writing by the  parties.
                        Section 18.7 of the Lease shall apply to any amounts not
                        paid to LANDLORD in the time period provided for herein.

                        e. TENANT Improvements.  TENANT improvements  (optional)
                        in excess of agreed upon 60/40 improvements are equal to
                        1,418  per  sq.  ft.  @ $18 per sq.  ft.,  plus  kitchen
                        cabinets and sink @ $3,245.



<PAGE>




                                   EXHIBIT E1

                          PRELIMINARY TENANT SPACE PLAN

                 [ Attach Preliminary Space Plan When Complete ]


<PAGE>





                                    EXHIBIT F

                              RULES AND REGULATIONS

      The Rules and  Regulations set forth in this Exhibit F shall be and hereby
are made a part of the Tenancy in the Building. Whenever the term TENANT is used
in these  Rules  and  Regulations,  it shall be deemed to  include  TENANT,  its
employees or agents and any other persons permitted by TENANT to occupy or enter
the  Premises.  The  following  Rules and  Regulations  may from time to time be
modified by LANDLORD.

               1.  Obstruction.  The sidewalks,  entries,  passages,  corridors,
   halls,  lobbies,  stairways,  elevators  and other common  facilities  of the
   Building  shall be  controlled  by LANDLORD  and shall not be  obstructed  by
   TENANT or used for any purpose  other than  ingress or egress to and from the
   Premises.  TENANT shall not place any item in any of such locations,  whether
   or not any such item  constitutes an  obstruction,  without the prior written
   consent of LANDLORD.  LANDLORD shall have the right to remove any obstruction
   or any such item without notice to TENANT and at the expense of TENANT.

               2. Ordinary Business Hours.  Whenever used in these  Regulations,
   the ordinary  business  hours of the Building shall be from 7:00 a.m. to 6:00
   p.m.,  Monday through  Friday,  and from 7:30 a.m. to 12:00 noon on Saturday,
   excluding legal holidays. All persons entering or leaving the Building during
   hours other than ordinary  business hours, as defined above,  may be required
   to do so under such regulations as the LANDLORD may impose.

               3.  Deliveries.  TENANT  shall  insure  that  all  deliveries  of
   supplies to the  Premises  shall be made only  through  such access as may be
   designated by LANDLORD for deliveries  and only during the ordinary  business
   hours of the Building.  LANDLORD may impose upon said deliveries restrictions
   or conditions to insure that deliveries are effectuated without damage to the
   building. If any person delivering supplies to TENANT damages any part of the
   Building,  TENANT  shall pay to LANDLORD  upon demand the amount  required to
   repair such damage.

               4. Moving.  Furniture and equipment  shall be moved in and out of
   the Building  only through such access as may be  designated  by LANDLORD for
   deliveries  and then only  during  such  hours  and in such  manner as may be
   prescribed by LANDLORD.  If TENANT'S  movers damage any part of the Building,
   TENANT shall pay to LANDLORD  upon demand the amount  required to repair such
   damage.

               5. Freight  Unloading & Service Area.  All deliveries and freight
   service  required by TENANT shall be regulated to any designated  loading and
   unloading area on the north side of the Building.  All deliveries shall enter
   or leave  the  building  through  the  northwest  entrance  to the  Building.
   Elevator pads are available in the management  office,  and should be used by
   TENANT when moving large or bulky items.

               6. Heavy Articles.  No safe or article,  the weight of which may,
   in the opinion of LANDLORD,  constitute a hazard of damage to the Building or
   its  equipment  shall be moved  into the  Premises.  Safes  and  other  heavy
   equipment,  the  weight of which will not  constitute  a hazard or damage the
   Building or its  equipment  shall be moved into,  from or about the  Building
   only during such hours and in such manner as shall be  prescribed by LANDLORD
   in its sole and absolute discretion.

               7. Nuisance. TENANT shall not do or permit anything to be done in
   the  Premises,  or  bring or keep  anything  therein  which  would in any way
   constitute a nuisance or waste,  or obstruct or interfere  with the rights of
   other  TENANTS  of the  Building,  or in any way  injure  or annoy  them,  or
   conflict with the laws relating to fire, or with any  regulations of the fire
   department,  or with  any  insurance  policy  upon the  Building  or any part
   thereof, or conflict with any of the rules or ordinances of the Department of
   Health of the County and the City in which the Building is located.

<PAGE>

               8.  Building  Security.  LANDLORD may require  identification  of
   persons  entering and leaving the Building  during the period  outside of the
   ordinary  business  hours of the Building  and, for this  purpose,  may issue
   building passes to TENANTS of the Building.

               9. Pass Key.  The janitor of the Building may at all times keep a
   pass key to the  Premises,  and he and other agents of LANDLORD  shall at all
   times be allowed reasonable admittance to the Premises.

               10.  Locks and Keys for  Premises.  No  additional  lock or locks
   shall be placed by TENANT on any door in the  Building  and no existing  lock
   shall be changed  unless  written  consent of LANDLORD  shall first have been
   obtained.  A  reasonable  number of keys to the  Premises  and to the  toilet
   rooms, if locked by LANDLORD, will be furnished by LANDLORD, and TENANT shall
   not have any duplicate key made. At the  termination of this tenancy,  TENANT
   shall promptly return to LANDLORD all keys for any locks, safes, cabinets and
   vaults remaining in the Premises.

               11. Use of Water Fixtures. Water closets and other water fixtures
   shall  not be used for any  purpose  other  than  that for which the same are
   intended, and any damage resulting to the same from use on the part of TENANT
   shall be paid for by TENANT.  No persons  shall  waste water by tying back or
   wedging the faucets or in any other manner. Upon leaving the Premises, TENANT
   shall  shut off all water  faucets  and major  electrical  apparatus  located
   within the Premises.

               12. No Animals;  Excessive  Noise. No animals shall be allowed in
   the offices, halls or corridors in the Building. No persons shall disturb the
   Occupants of this Building or adjoining  buildings of space by the use of any
   phonograph, radio, tape player or musical instrument or by the making of loud
   or improper noises.

               13.  Bicycles.  Bicycles or other vehicles shall not be permitted
   anywhere inside or on the sidewalks outside of the Building,  except in those
   areas designated by LANDLORD for bicycle parking.

               14.  Trash.  TENANT  shall not allow trash or debris to be placed
   outside of the Building,  in the landscape,  parking,  or other common areas,
   nor shall  anything be thrown by TENANT out of the windows or doors,  or down
   the corridors or ventilating ducts or shafts of the Building. All trash shall
   be placed in receptacles  provided by LANDLORD for the Building or TENANT for
   the Premises.

               15. Windows. No window shades,  blinds, screens or draperies will
   be attached  or  detached  by TENANT and no awnings  shall be placed over the
   windows without LANDLORD'S prior written consent.

               16. Hazardous  Operations and Items.  TENANT shall not install or
   operate  any  steam or gas  engine  or  boiler,  or  carry on any  mechanical
   business in the Premises  without  LANDLORD'S  prior written  consent,  which
   consent may be withheld in LANDLORD'S  absolute  discretion.  The use of oil,
   gas or  inflammable  liquids for  heating,  lighting or any other  purpose is
   expressly  prohibited.  Explosives or other articles  deemed extra  hazardous
   shall not be brought into the Building.

               17. Hours for Repairs,  Maintenance and Alteration.  Any repairs,
   maintenance and alterations  required or permitted to be done by TENANT under
   the Lease shall be done only during the weekday  ordinary  business  hours of
   the Building  unless  LANDLORD shall have first  consented in writing to such
   work being done  outside of such times.  If TENANT  desires to have such work
   done by  LANDLORD'S  employees on  Saturdays,  Sundays,  holidays or weekdays
   outside of ordinary business hours,  TENANT shall pay the extra cost for such
   labor.


<PAGE>


               18. No Defacing of  Premises.  Except as permitted by LANDLORD by
   prior written  consent,  TENANT shall not mark upon,  paint signs upon,  cut,
   drill  into,  drive  nails or screws  into,  or in any way  deface the walls,
   ceilings,  partitions or floors of the Premises or of the  Building,  and any
   defacement, damage or injury directly or indirectly caused by TENANT shall be
   paid for by  TENANT.  Pictures  or  diplomas  shall be hung on tacks or small
   nails; TENANT shall not use adhesive hooks for such purposes.

               19. Smoking.  Smoking is not allowed in the building or within 25
   feet of any entrance to or exit from the Building.  Smoking is allowed on the
   grounds in areas designated by LANDLORD. TENANTS and employees of TENANTS who
   smoke in designated  areas will properly dispose of butts,  wrappers,  ashes,
   etc.  in  trash  receptacles  and not on the  ground  or in the  landscaping.
   LANDLORD  reserves the right to revoke and/or restrict smoking  privileges of
   TENANT,  or  Employees  of  TENANTS,  who abuse  the  smoking  privileges  or
   improperly dispose of smoking related trash.

               20. Solicitation; Food and Beverages. LANDLORD reserves the right
   to restrict,  control or prohibit canvassing,  soliciting and peddling within
   the Building. TENANT shall not grant any concessions,  licenses or permission
   for the sale or taking of orders for food or services or  merchandise  in the
   Premises,  nor  install or permit the  installation  or use of any machine or
   equipment for  dispensing  goods or foods or beverages in the  Building,  nor
   permit  the  preparation,  serving,  distribution  or  delivery  of  food  or
   beverages in the Premises  without the prior written approval of LANDLORD and
   only in compliance  with  arrangements  prescribed by LANDLORD.  Only persons
   approved by LANDLORD shall be permitted to serve, distribute, or deliver food
   and beverages within the building, or to use the public areas of the Building
   for that purpose.

               21. Restricted Common Areas. Mechanical and electrical rooms, and
   janitor  and  phone  service  closets  on  each  floor  of the  building  are
   restricted  common  areas.  Theses areas are  necessary  for the full service
   operation of the building but are  restricted  either  because of the hazards
   they pose to  unqualified  personnel  or to the  operating  equipment  of the
   building  or other  tenants.  Access to these  areas  will be  regulated  and
   supervised at the discretion of the LANDLORD.

               22. Captions. The caption for each of these Rules and Regulations
   is added as a matter of convenience only and shall be considered of no effect
   in the  construction  of any  provision  or  provisions  of these  Rules  and
   Regulations.






<PAGE>



                                    EXHIBIT G

                               CORPORATE GUARANTEE

      In  consideration  of the  execution  of said Lease by  LANDLORD,  for the
premises  located  at  10542  South  Jordan  Gateway,   the  undersigned  hereby
unconditionally and irrevocably  guarantees the full performance of each and all
of the terms, covenants and conditions of said Lease to be kept and performed by
said SUNDOG  TECHNOLOGIES,  INC. (TENANT),  including the payment of all rentals
and other charges to accrue. The undersigned further agrees as follows:

               1. That this covenant and agreement on its part shall continue in
   favor  of  the  LANDLORD  notwithstanding  any  extension,   modification  or
   alteration of said Lease entered into by and between LANDLORD and TENANT,  or
   their  successors  and assigns,  or  notwithstanding  any  assignment of said
   Lease,   with  or  without  the  consent  of  LANDLORD,   and  no  extension,
   modification,  alteration or assignment of the above  referred to Lease shall
   in any manner release or discharge the undersigned and the undersigned hereby
   consents to same.

               2. This  Guarantee  will  continue  unchanged by any  bankruptcy,
   reorganization  or  insolvency  of the TENANT or any  successor  or  assignee
   thereof or by any disaffirmance or abandonment by a trustee of TENANT.

               3. LANDLORD,  may, without notice,  assign this Guaranty in whole
   or in part and no  assignment  or  transfer  of the Lease  shall  operate  to
   extinguish or diminish the liability of the undersigned.

               4. The liability of the undersigned  under this Guaranty shall be
   primary,  and in any right of action which shall accrue to LANDLORD under the
   Lease,  the  LANDLORD  may at its option,  proceed  against  the  undersigned
   without having commenced any action,  or having obtained any judgment against
   the TENANT.

               5. To pay LANDLORD'S reasonably attorneys` fees and all costs and
   other expenses  incurred in any collection or attempted  collection or in any
   negotiations  relative to the obligations hereby guaranteed or enforcing this
   Guarantee against the undersigned, individually and jointly.

               6. The  undersigned  hereby  waives  notice of any  demand by the
   LANDLORD,  as well as any  notice of  default  in the  payment of rent or any
   other amount contained or reserved in the Lease.

      If Guarantor shall be a Corporation,  the authorized officers must sign on
behalf of the  corporation  and indicate the capacity in which they are signing.
This  Guaranty  must be  executed by the  president  or  vice-president  and the
secretary or assistant  secretary unless the bylaws or a resolution of the board
of directors shall otherwise  provide,  in which event the bylaws or a certified
copy of the resolution, as the case may be must be attached to this Lease.

      The use of the singular herein shall include the plural. The obligation of
two (2) or more parties shall be joint and several.  The terms and provisions of
this Guaranty  shall be binding upon and inure to the benefit of the  respective
successors and assigns of the parties herein named.

SUNDOG TECHNOLOGIES, INC.

By:
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By:
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