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 Lessor  GENERAL ELECTRIC CAPITAL  CORPORATION            Master Lease Agreement
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 Lessee  SENTO TECHNICAL INNOVATIONS CORPORATION   Contact MS. STEPHANIE JOHNSON

Title                                                                 CONTROLLER
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Address Telephone Number Facsimile Number Master Lease 311 N. STATE STREET (801)
434-0289                  Agreement                 No.                  6752640
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City  County/Province  State/Country Zip Code Corporation OREM UTAH UT 84057 |X|
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Proprietorship        Partnership        Other        |        |       |       |
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TERMS AND CONDITIONS  (The Reverse side contains Terms and Conditions  which are
also           a           part           of           this           Agreement)
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1. LEASE: Lessor shall purchase and lease to Lessee the equipment and associated
items ("Equipment")  described in any Equipment Schedule  ("Schedule")  executed
from time to time by Lessor and Lessee that makes reference to this Master Lease
Agreement  ("Agreement").   This  Agreement  shall  be  incorporated  into  each
Schedule.  When computer  programs and related  documentation are furnished with
the Equipment,  and a  non-exclusive  license and/or  sublicense  (collectively,
"Software') is granted to Lessee in an agreement ("Supplier Agreement") with the
suppliers (collectively,  "Supplier") Identified on the Schedule. Lessor, to the
extent permitted,  grants Lessee a similar  non-exclusive  sublicense to use the
Software only in conjunction  with the Equipment for so long as the Equipment Is
leased hereunder.  The Equipment and Software  include,  but are not limited to,
all additions,  attachments and accessions  thereto and  replacements  therefore
(collectively,  "System").  Any  reference to "Lease" shall mean with respect to
each System, this Agreement,  a Schedule,  a Consent of Supplier,  an Acceptance
Certificate, any riders, amendments and addenda thereto, and any other documents
as may from time to time be made a part thereof.

 As  conditions  precedent to Lessor's  obligation to purchase any Equipment and
 obtain  any  Software,  not  later  than the  Commitment  Date set forth on the
 applicable  Schedule (a) Lessee and Lessor  shall  execute  this  Agreement.  a
 Schedule,  an  Acceptance  Certificate  and  other  documentation  contemplated
 herein,  and (b) there shall have been no material  adverse  change in Lessee's
 financial condition.  Upon Lessor's execution of a Schedule,  Lessee assigns to
 Lessor its  rights to  receive  title to the  Equipment  and any  non-exclusive
 sublicense  to use the Software  described in the Supplier  Agreement as of the
 day  the  System  is  delivered  to the  Installation  Site  set  forth  in the
 applicable  Schedule  but  no  other  right  or  any  warranty  thereunder.  In
 consideration  of such an  assignment  and subject to the terms and  conditions
 herein, Lessor agrees to pay to the Supplier the Price (as defined in Section 3
 below) for the System  pursuant to the Supplier  Agreement,  but not to perform
 any other obligation thereunder. Unless Lessee exercises its Purchase Option as
 set forth in the  applicable  Schedule,  Lessee hereby assigns to Lessor all of
 Lessee's  thenremaining  rights pursuant to the applicable  Supplier  Agreement
 effective  upon the  termination or expiration of the Term (as set forth in the
 applicable Schedule) for any reason.

 2. TERM, RENEWAL AND EXTENSIONS,  If all other conditions  precedent to a Lease
 have been met, the Lease Term for the System  described on each Schedule  shall
 commence  on the  date  of  Lessee's  execution  of an  Acceptance  Certificate
 ("Commencement  Date"),  and  continue  for the number of whole months or other
 periods set forth In such Schedule  ("Initial Term"), the first such full month
 commencing on the first day of the month  following the  Commencement  Date (or
 commencing  on the  Commencement  Date if such  date  is the  first  day of the
 month). If Lessee selects Purchase Option B or C in the applicable Schedule, on
 the  expiration  date of the Initial  Term.  the Lease  shall be  automatically
 renewed for a six-month  period  ("Renewal  Term")  unless,  by giving  written
 notice to Lessor six (6) months prior to the expiration date, the Lessee elects
 to terminate the Lease.  After the Renewal Term, at Lessoes  option,  the Lease
 shall be automatically  extended on a  month-to-month  basis until either party
 gives the other not less than  thirty  (30) days  prior  written  notice of its
 intention to terminate the Lease.  Any renewals and extensions  shall be on the
 same terms and  conditions  as during the Initial  Term.  "Term" shall mean the
 applicable Initial Term, the Renewal Term, if any, and any extension thereof as
 provided herein.

 3. RENT AND  PAYMENT:  Lessee  shall pay to Lessor all the rental  payments  as
 shown in the applicable  Schedule ("Rent") during the Term of the Lease, except
 as such Rent may be adjusted pursuant to this Section and Sections 2 and 8 of a
 Schedule,  plus such additional amounts as are due Lessor under the Lease. Rent
 shall be paid as designated in the applicable  Schedule in advance on the first
 day of each Payment Period ("Rent Payment Date").  If the Commencement  Date is
 not the first day of a calendar month (or other Payment  Period),  Lessee shall
 pay to Lessor,  on demand,  interim Rent prorated daily based on a 360-day year
 for each day from and including the Commencement Date to and including the last
 day of such month or other Payment Period.

 The Rent is based upon the Price of the System and the acceptance of the System
 by  Lessee  on or  before  the  Commitment  Date set  forth  In the  applicable
 Schedule.  The "Price" of the System shall be as set forth in the Schedule, and
 shall exclude all other costs,  Including  sales or other taxes Included In the
 Supplier  Agreement as part of the purchase price. If the Price is increased or
 decreased  as a result of a job change  order  ("JCO")  the  Lessee  authorizes
 Lessor to adjust the Rent If the Commencement  Date occurs after the Commitment
 Date,  and Lessor waives the condition  precedent  that the  Commencement  Date
 occur on or before the Commitment Date, Lessor's then-current Lease Rate Factor
 for similar  transactions  shall apply and the Lessee  authorizes Lessor adjust
 the Rent, accordingly.

 Whenever  any payment of Rent or other  amount is not made within ten (10) days
 after  the date when due,  Lessee  agrees to pay on demand  (as a fee to offset
 Lessor's  collection and administrative  expenses),  the greater of twenty-five
 dollars  ($25.00) or ten percent  (10%) of each such  overdue  amount,  but not
 exceeding the lawful  maximum,  if any.  payments shall be payable to Lessor in
 U.S.  dollars at Lessor's  address set forth  Section 18 or such other place as
 Lessor directs in writing.  If Lessee requests changes amendments to any Lease,
 Lessor may charge Lessee  Lessor's  reasonable  costs a expenses of negotiation
 and documentation, including fees of legal staff or outside counsel.

 4.  DELIVERY:  All  transportation,  delivery and  installation  costs  (unless
 included in the Price) are the sole  responsibility  of Lessee.  Lessee assumes
 all risk of loss and  damage  the  Supplier  fails to  deliver or delays in the
 delivery of any System, or if any System unsatisfactory for any reason.


 5. NET LEASE: Lessee's obligations under each Lease are absolute, unconditional
 a  non-cancelable  and shall not be subject to any  delay,  reduction,  setoff,
 defense, counterclaim or recoupment for any reason including any failure of any
 System,  or a  misrepresentations  of any  supplier,  manufacturer,  installer,
 vendor  or   distributor.   Lessor  is  not   responsible   for  the  delivery,
 installation, maintenance or operation of any System.

 6. WARRANTIES:  Lessor agrees that third-party warranties, if any, inure to the
 benefit Lessee during the Term and on exercise of the Purchase  Option.  Lessee
 agrees pursue any warranty  claim  directly  against such third party and shall
 not pursue any such claim against  Lessor.  Lessee shall continue to pay Lessor
 all amounts payable under a Lease under any and all circumstances.

 7. QUIET ENJOYMENT:  Lessor shall not interfere with Lessee's quiet enjoyment a
 use of the System  during the Term if no Event of Default has  occurred  and is
 continuing.

 8.  TAXES AND FEES:  Lessee  shall  promptly  reimburse  Lessor,  upon  demand,
 additional Rent, or shall pay directly,  if so requested by Lessor, all license
 and registration  fees, sales, use, personal property taxes and all other taxes
 and  charges  imposed  by a federal,  state,  or local  governmental  or taxing
 authority,  relating to the purchase,  ownership, leasing, or use of the System
 or the Rent excluding, however, all tax computed upon the net income of Lessor.

 9. DISCLAIMER OF WARRANTIES AND DAMAGES:  LESSEE ACKNOWLEDGE THAT (a) THE SIZE,
 DESIGN,  CAPACITY OF EACH SYSTEM AND THE  MANUFACTURER  AND SUPPLIER  HAVE BEEN
 SELECTED  BY  LESSEE;  (b)  LESSOR  IS NOT A  MANUFACTURER,  SUPPLIER,  DEALER.
 DISTRIBUTOR  INSTALLER OF ANY SYSTEM;  (c) NO  MANUFACTURER  OR SUPPLIER OR ANY
 THEIR REPRESENTATIVES IS AN AGENT OF LESSOR OR AUTHORIZED TO WAIVE OR ALTER ANY
 TERM OR CONDITION OF ANY LEASE;  AND (d) EXCEPT FOR LESSOR'S  WARRANTY OF QUIET
 ENJOYMENT  SET FORTH IN SECTION 7,  LESSOR HAS NOT MADE,  AND DOES.  NOT HEREBY
 MAKE.  A  REPRESENTATION,  WARRANTY  OR  COVENANT,  WRITTEN OR ORAL  STATUTORY,
 EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER INCLUDING,  WITHOUT LIMITATION,
 THE DESIGN, QUALITY, CAPACITY,  MATERIAL,  WORKMANSHIP,  OPERATION,  CONDITION,
 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,  HIDDEN OR LATENT DEFECTS,
 OR AS TO ANY PATENT,  COPYRIGHT OR TRADEMARK  INFRINGEMENT.  LESSEE LEASES EACH
 SYSTEM "AS IS, WHERE IS".

 LESSOR  SHALL  HAVE NO  LIABILITY  TO LESSEE OR ANY THIRD  PARTY FOR A SPECIAL,
 DIRECT,  INDIRECT,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES ANY SORT  INCLUDING,
 WITHOUT LIMITATION, DAMAGES FOR PERSON INJURY, LOSS OF PROFITS OR SAVINGS, LOSS
 OF USE, OR ANY OTHER DAMAGES,  WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE,
 WHETHER  RESULTING  FROM USE OF A SYSTEM  OR  BREACH  OF A LEASE OR  OTHERWISE,
 EXCEPT FOR DIRECT,  SPECIFIC  DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE TO
 THE EXTENT CAUSED BY LESSOR'S ACTIVE GROSS

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 Except as otherwise  provided In Section 3 of this Agreement and Sections 2, 3,
 and 8 of a Schedule, any modifications,  amendments or waivers to a Lease shall
 be  effective  only If  mutually  agreed  upon in a writing,  duly  executed by
 authorized representatives of the parties.
--------------------------------------------------------------------------------
 GENERAL ELECTRIC CAPITAL CORPORATION    SENTO TECHNICAL INNOVATIONS CORPORATION
 BY  /s/ Mary M.Jones                     BY  /s/ Robert Bench
   ------------------                       ------------------
 Authorized Representative                Authorized Representative

 PRINT NAME /s/ Mary M.Jones              PRINT NAME /s/ Robert Bench
           -----------------                        -----------------
 TITLE MGR.CONTRACT ADM   DATE 7/24/98    TITLE VP CFO    DATE 6/19/98
      -----------------        --------        -------        --------
--------------------------------------------------------------------------------
 MLA 3/98 @ Telecom Financial Services Legal Staff

<PAGE>

 NEGLIGENCE OR WILLFUL MISCONDUCT.

 IF LESSEE HAS ELECTED  PURCHASE  OPTION B OR C, ARTICLE 2A OF THE UCC MAY APPLY
 TO THE LEASE AND LESSEE  MAY HAVE  CERTAIN  RIGHTS  THEREUNDER.  IF SO,  LESSEE
 ACKNOWLEDGES THAT SUCH A LEASE IS A FINANCE LEASE AS DEFINED IN UCC S2A-103. TO
 THE EXTENT  PERMITTED BY LAW, LESSE HEREBY WAIVES ANY RIGHTS OR REMEDIES LESSEE
 MAY HAVE  UNDER UCC SS  2A-508-522  INCLUDING,  WITHOUT  LIMITATION,  RIGHTS OF
 REJECTION,  REVOCATION,  CANCELLATION,  GRANTING  OF  SECURITY  INTERESTS,  AND
 RECOVERY FOR BREACH OF WARRANTY.

 10.  INSURANCE:  At its expense,  Lessee shall keep each System insured against
 all risks of loss and damage for an amount equal to the  installed  replacement
 cost of such  System  with  Lessor  named as a loss  payee.  Lessee  shall also
 maintain  comprehensive  general liability  insurance,  with Lessor named as an
 additional  insured.  All insurance  policies shall be with an insurer having a
 rating of "B+" or better by A.M. Best Company, Inc. and be in such form, amount
 and deductibles as are  satisfactory to Lessor.  Each such policy must state by
 endorsement  that the insurer  shall give Lessor not less than thirty (30) days
 prior written notice of any amendment,  renewal or cancellation.  Lessee shall,
 upon  request,  furnish to Lessor  satisfactory  evidence  that such  insurance
 coverage  is in effect.  Lessee may self  insure for such  coverages  only with
 Lessor's prior written consent.

 11. CASUALTY:  If any System, in whole or in part, is lost, stolen,  damaged or
 destroyed,  or is taken in any condemnation or similar proceeding (an "Event of
 Loss"), Lessee shall immediately notify Lessor. Lessee shall, at its option (a)
 immediately  place the affected  Equipment  and Software In good  condition and
 working order, (b) replace the affected item with like equipment or software in
 good condition and transfer  clear title and any  sublicense to Lessor,  or (c)
 pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to
 the Stipulated Loss Value ("SLV") as defined below, for such affected Equipment
 or Software plus any other unpaid amounts then due under the Lease. If an Event
 of Loss  occurs as to part of a System  for  which  the SLV is paid,  a prorata
 amount of Rent shall abate from the date the SLV payment is received by Lessor.
 Upon payment of the SLV, title to the  applicable  Equipment and the sublicense
 to the applicable  Software shag pass to Lessee with no warranties,  subject to
 the rights, if any, of the insurer.

 The SLV shall be an amount  equal to all future Rent from the last Rent Payment
 Date for which Rent has been paid to the end of the Term with each such payment
 discounted to present value at a simple  Interest rate of five percent (5%) per
 annum or the Lease Rate,  as  applicable,  or, if such rate is not permitted by
 law, then at the lowest  permitted  rate,  plus (a) if Lessee selects  Purchase
 Option B, twenty  percent of the  product  obtained  by  multiplying  the total
 number of Rent payments  shown on the Schedule for the  applicable  Term by the
 then periodic Rent, or (b) if Lessee selects Purchase Option C, the percent set
 forth In the Purchase  Option C election in the Schedule  times the Price as it
 may have been  adjusted  ("Percent  Option  Amount").  If Lessor  receives  any
 insurance  proceeds,  Lessor shall apply such proceeds to Lessee's  outstanding
 obligations with any remaining sums to be delivered to Lessee.

 12. INDEMNITY:  Lessee shall indemnify Lessor against, and hold Lessor harmless
 from,  and  covenants to defend  Lessor  against,  any and all losses,  claims,
 liens,  encumbrancesa,  suits,  damages,  and  liabilities  (and all  costs and
 expenses Including, without limitation,  reasonable attorneys' fees) related to
 the Lease including,  without limitation,  the selection,  purchase,  delivery,
 ownership,  condition,  use,  operation of a System, or violation of a Software
 sublicense,  or arising by operation of law  (excluding any of the foregoing to
 the extent  caused by the active  gross  negligence  or willful  misconduct  of
 Lessor).  Lessee  shall  assume full  responsibility  for or, at Lessor's  sole
 option,  reimburse Lessor for the defense  thereof.  This Section shall survive
 the  termination  of the Lease but not longer  than the  applicable  statute of
 limitations.

 13. TAX INDEMNITY:  If Lessee selects  Purchase  Option B, the Lease is entered
 into based upon the assumptions  ("Assumptions")  that for federal,  state, and
 local income tax purposes,  Lessor shall be entitled to deduct.  at the highest
 marginal rate of tax imposed on corporations,  the maximum depreciation or cost
 recovery  allowances provided in the Internal Revenue Code of 1986, as amended,
 and  under  state and local  law in  effect  on the date  Lessee  executes  the
 applicable Schedule. If, in its reasonable opinion,  Lessor determines that its
 net after-tax economic yield or after-tax cash flow ("Net Economic Return") has
 been adversely  affected as a result of a change in the Assumptions (a "Loss"),
 Lessee agrees to pay to Lessor,  on demand, an amount which will cause Lessor's
 then Net  Economic  Return to equal the Net  Economic  Return that Lessor would
 have received had such Loss not occurred. Lessee shall have no right to inspect
 the tax returns of Lessor.

 14.  DEFAULT:  Any of the following shall  constitute an Event of Default:  (a)
 Lessee  falls to pay when due any Rent or other  amount  payable  under a Lease
 that is not paid Within ten (10) days of Lessee's  receipt of written notice of
 nonpayment; (b) Lessee fails to perform any other material term in any Lease or
 other agreement  given in connection with any Lease that continues  uncured for
 twenty (20) days after  Lessee's  receipt of written  notice  thereof;  (c) the
 inaccuracy  of any material  representation  or warranty  made by Lessee or any
 guarantor in connection with any Lease and the continuation  thereof for thirty
 (30) days or more;  (d)  Lessee  attempts  to make a  Transfer  (as  defined in
 Section 16) without  Lessor's prior written  consent;  (e) Lessee  dissolves or
 ceases to do business as a going concern; (f) Lessee sells all or substantially
 all of its assets, merges or consolidates with or into, or reorganizes with any
 entity;  (g) Lessee becomes  insolvent,  makes an assignment for the benefit of
 creditors,  files a voluntary petition or has an involuntary  petition filed or
 action  commenced  against it under the United  States  Bankruptcy  Code or any
 similar federal or state law; (h) Lessee fails to perform its obligations under
 any other Lease or agreement  with Lessor;  or (I) Any partner of Lessee or any
 guarantor takes any actions described in subsections (e), (f), or (g) above.

 15. REMEDIES: If an Event of Default has occurred,  Lessor shall have the right
 to exercise one or more of the following  remedies set forth below.  Lessor may
 (a)  terminate  and/or  declare  an Event of  Default  under any Lease or other
 agreement  with Lessee (b) recover from Lessee all Rent and any and all amounts
 then due and unpaid and (c) recover  from Lessee all Rent and other  amounts to
 become due, by acceleration  or otherwise  (plus, if the System is not returned
 in accordance with Section 9 of the applicable Schedule, an amount equal to (i)
 Lessor's  reasonable estimate of the fair market value of the System at the end
 of the applicable Term if Lessee selects Purchase Option B in the Schedule,  or
 (ii) if Lessee selects  Purchase  Option C in the Schedule,  the Percent Option
 Amount).  The amounts described in subsection (c) shall be present valued using
 a five  percent  (5%)  simple  interest  rate per annum or the Lease  Rate,  as
 applicable,  or,  if such  rate is not  permitted  by law,  then at the  lowest
 permitted rate. The amounts set forth in subsections (b) and (c) above shall be
 the agreed  upon  damages  ("Lessor's  Loss").  Lessor may also  charge  Lessee
 interest in the Lessor's  Loss from the date of the Event of Default until paid
 at the rate of one and one-half  percent (1-1 1/2%) per month,  but in no event
 more than the maximum rate permitted by law; demand the Lesse return any System
 to  Lessor in the  manner  provided  in  Section  9 of the  Schedule;  and take
 possession of, render unusable, or disable any System wherever located, with or
 without demand or notice or any court order or any process law.


 Upon  repossession or return of a System,  Lessor shall have the right to sell,
 lease or otherwise dispose of the System,  with or without notice and by public
 or private  bid,  and shall  apply the net  proceeds  thereof,  if any,  toward
 Lessor's  Loss but only after  deducting  from such proceeds (a) in the case of
 any  reletting of the System,  the rent due for an period  beyond the scheduled
 expiration  of the Lease;  (b) in the case of sale,  (i) if Lessee has  elected
 Purchase  Option B, the  estimated  fair  market  value of the System as of the
 scheduled  expiration  of the Term of the Lease,  or (ii) if Lessee has elected
 Purchase  Option C, an amount equal to the Percent Option  Amount;  and (c) all
 expenses including without limitation,  reasonable  attorneys' fees incurred in
 enforcement of any remedy. Lessee shall be liable for any deficiency if the net
 proceeds available after the permitted  deductions are less than Lessor's Loss.
 No right or remedy is  exclusive of any other  provided  herein or permitted by
 law or equity.  All rights and remedies shall be cumulative and may be enforced
 concurrently or individually from time to time.

 16. ASSIGNMENT:  Lessor may, without notice to or the consent of Lessee,  self,
 assign,  grant a  security  interest  in, or pledge  its  interest  in all or a
 portion of a System  and/or a Lease and any amounts  payable  hereunder  to any
 third party  ("Assignee").  Lessee shall,  if directed,  pay all Rent and other
 amounts due to Assignee free from any claim or  counterclaim,  defense or other
 right which  Lessee may have  against  Lessor.  Lessor shall be relieved of Its
 future  obligations  under the Lease as a result of such  assignment  if Lessor
 assigns to Assignee its interest in the System and  Assignee  assumes  Lessor's
 future  obligations.  WITHOUT LESSOR'S PRIOR WRITTEN CONSENT,  LESSEE SHALL NOT
 ASSIGN, SUBLEASE, TRANSFER, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER ("TRANSFER")
 ANY SYSTEM OR ANY LEASE OR ANY OF ITS RIGHTS  THEREIN OR PERMIT ANY LEVY,  LIEN
 OR ENCUMBRANCE THEREON. Any attempted  non-consensual  Transfer by Lessee shall
 be void ab initio.  No Transfer shall relieve Lessee of any of Its  obligations
 under a Lease.

 17. ORGANIZATION AND AUTHORITY: Lessee is duly organized, validly existing and
 in  good  standing  under  the  laws  of  its  State  of  formation  and in any
 jurisdiction  where a System is located.  Lessee has the power and authority to
 execute,  deliver and perform each Lease.  The person  executing this Agreement
 and any  Schedules  on behalf of Lessee  has been given  authority  to bind the
 Lessee and each Lease  constitutes  or will  constitute  a legally  binding and
 enforceable  obligation of the Lessee. The execution,  delivery and performance
 of each Lease is not and will not be in contravention of, or will not result in
 a breach of, any of the terms of  Lessee's  organizational  documents,  and any
 agreements,  contracts or instruments to which Lessee is a party or under which
 it is bound.

 18. NOTICES:  Notices, demands and other communications shall be in writing and
 shall be sent by hand delivery,  certified mail (return receipt requested),  or
 overnight   courier  service,   or  facsimile   transmission   (effective  upon
 transmission)  with a copy sent by one of the foregoing  methods,  to Lessee at
 the address or facsimile  number  stated  above and to Lessor at 501  Corporate
 Centre Drive, Suite 600, Franklin, Tennessee 37067, Attention: V.P. Finance, or
 facsimile no. (615)  771-6292.  Notices shall be effective  upon the earlier of
 actual receipt or four days after the mailing date. Either party may substitute
 another address by written notice.

 19. JURISDICTION AND GOVERNING LAW: EACH LEASE SHALL BE GOVERNED BY THE LAWS OF
 THE STATE OF TENNESSEE  AND THE LESSEE  CONSENTS  AND AGREES THAT,  AT LESSOR'S
 OPTION,  PERSONAL JURISDICTION,  SUBJECT MATTER JURISDICTION AND VENUE SHALL BE
 WITH THE COURTS OF THE STATE OF TENNESSEE,  OR THE FEDERAL COURT FOR THE MIDDLE
 DISTRICT OF TENNESSEE.

 20.  MISCELLANEOUS:  (a) Any failure of Lessor to require strict performance by
 Lessee  or any  waiver  by Lessor  of any  provision  of a Lease,  shall not be
 construed  as a consent to or waiver of any other  breach of the same or of any
 other provision.  (b) If there is more than one Lessee, the obligations of each
 Lessee are joint and several.  (c) Lessee  agrees to execute and deliver,  upon
 demand, any documents  necessary,  in Lessor's  reasonable opinion, to evidence
 the intent of a Lease, and/or to protect Lessor's interest in a System.  Lessee
 appoints Lessor as its  attorney-in-fact  for the sole purpose of executing and
 delivering  any  UCC  financing  statements.  Lessee  agrees  to  pay  Lessor's
 out-of-pocket  costs of filing and  recording  such  documentation.  (d) Lessee
 shall deliver to Lessor such  additional  financial  information  as Lessor may
 reasonably  request.  (e) If any  provision  shall  be  held to be  invalid  or
 unenforceable,  the validity and  enforceability  of the  remaining  provisions
 shall not in any way be affected or impaired.  (f) In the event Lessee fails to
 pay or perform any obligations under a Lease, Lessor may, at its option, pay or
 perform such obligation,  and any payment made or expense incurred by Lessor in
 connection  therewith  shall be due and payable by Lessee upon Lessor's  demand
 with interest thereon accruing at the maximum rate permitted by law until paid.
 (g) Time is of the  essence in each  Lease.  (h) Lessee  shall pay  Lessor,  on
 demand, all costs and expenses,  including reasonable attorneys' and collection
 fees, incurred by Lessor in enforcing the terms and conditions of a Lease or in
 protecting  Lessoes  rights  and  interests  in a Lease or a System  (i) LESSOR
 INTENDS TO COMPLY WITH ALL  APPLICABLE  LAWS,  INCLUDING  THOSE  CONCERNING THE
 REGULATION  OF  INTEREST.  Therefore,  no  lease  charge  late  charge,  fee or
 interest, if applicable,  is intended to exceed the maximum amount permitted to
 be charged or  collected  by  applicable  law.  If one or more of such  charges
 exceed such maximum, then such charges will be reduced to the legally permitted
 maximum  charge and any excess  charge  will be used to reduce the future  Rent
 and/or the Price of the System or  refunded.  (j) Each Lease may be executed by
 one or more of the parties on any number of separate counterparts (which may be
 originals or copies sent by facsimile transmission), each of which counterparts
 shall be an original.  (k) Each Lease  constitutes the entire agreement between
 Lessor and Lessee with respect to the subject matter thereof and supersedes all
 previous writings and  understandings of any nature  whatsoever.  (l) No agent,
 employee,  or  representative of Lessor has any authority to bind Lessor to any
 representation   or   warranty   concerning   any  System   and,   unless  such
 representation or warranty is specifically included in a Lease, it shall not be
 enforceable by Lessee against Lessor.
--------------------------------------------------------------------------------
  MLA 3/98 Telecom Financial Services Legal Staff

<PAGE>

--------------------------------------------------------------------------------
 Lessor GENERAL ELECTRIC CAPITAL CORPORATION                  Equipment Schedule
--------------------------------------------------------------------------------
 Lessee SENTO TECHNICAL INNOVATIONS CORPORATION
--------------------------------------------------------------------------------
 Billing Address                              Attention
 808 EAST UTAH VALLEY DRIVE
--------------------------------------------------------------------------------
 City                    County/Province          State/Country       Zip Code
 AMERICAN FORK           UTAH                     UT                  84003
--------------------------------------------------------------------------------
 Installation Site    City            County/Province  State/Country    Zip Code
 808 EAST UTAH        AMERICAN FORK   UTAH             UT               84003
 VALLEY DRIVE
--------------------------------------------------------------------------------
 Supplier Name                       Purchase Option   Advance Payment
 US WEST COMMUNICATION SERVICES INC. |_|(A) $1.00      $8,990.07
                                     |X|(B) FMV        The Advance Payment shall
                                     |_|(C)            be applied to the first 1
                                                       and last 0 Rent payments
--------------------------------------------------------------------------------
 Agreement No./Schedule No.  Price        Payment Nos.  Lease Rate Factor   Rent
 6752640-001                 $511,090.00  1-60          0.017590       $8,990.07
--------------------------------------------------------------------------------
 Date of Schedule            Initial Term (months)
 June 12, 1998                               60                            $0.00
--------------------------------------------------------------------------------
 Commitment Date             Payment Period
 June 26, 1998               |X| Monthly  |_| Other                        $0.00
--------------------------------------------------------------------------------
 TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are
                          also a part of this Schedule)
--------------------------------------------------------------------------------

 The terms and  conditions  of the Master  Lease  Agreement  between  Lessor and
 Lessee  referenced  above are made a part of this  Schedule.  Lessor and Lessee
 hereby agree to the terms defined above and further agree as set forth herein.

 1. ADVANCE PAYMENT: Lessee shall pay to Lessor, upon the execution and delivery
 of this Schedule,  the advance payment,  set forth above ("Advance Payment") in
 consideration  of the Lessor holding funds  available to purchase the Equipment
 and obtain the Software  and as  compensation  for Lessor's  review of Lessee's
 credit and document  preparation.  Upon Lessor's  acceptance of the Lease,  the
 Advance Payment shall be applied to the payment of Rent as set forth above. Any
 Advance  Payment shall be  nonrefundable  if Lessee fails to timely provide all
 documentation or satisfy all conditions required by this Lease.

 2. PURCHASE PRICE PAYMENTS: Lessee acknowledges that it has signed and received
 a copy of the  Supplier  Agreement.  If Lessee is required to make  payments to
 Supplier under the Supplier Agreement prior to the Commencement Date ("Purchase
 Price  Payments"),  Lessee requests Lessor to pay such payments  subject to the
 following terms and  conditions.  The Price will be increased by adding a price
 adjustment for each Purchase Price Payment. Each such price adjustment shall be
 computed by  multiplying  the Purchase Price Payment paid by Lessor to Supplier
 by a rate  equal to the "Base  Lending  Rate" from time to time  designated  by
 Citibank  N.A.,  NY, NY in effect on the date Lessor  makes the first  Purchase
 Price Payment plus two and one-half percent,  divided by 360, and multiplied by
 the actual  number of days elapsed from the date of the Purchase  Price Payment
 to the Commencement Date or, if the Lease does not commence, to the date Lessee
 refunds the Purchase Price Payments to Lessor in accordance  with Section 3. In
 no event  will all or any price  adjustment(s)  exceed  any  limits  imposed by
 applicable  law. The periodic  Rent shall be Increased as a result of adding to
 the Price of the System an amount equal to the total price adjustment(s).

 3. ACCEPTANCE: Lessee agrees to accept the System for purposes of this Lease by
 signing the  Acceptance  Certificate  within ten (10) days after the System has
 met the acceptance criteria specified in the Supplier Agreement If Lessee fails
 or refuses to sign the Acceptance  Certificate  within such (10 ten day period,
 Lessor may declare Lessee's assignments and Lessor's agreement to pay the Price
 set forth in Section 1 of the  Agreement  an Section 2 of this  Schedule  to be
 null and void ab initio and thereupon the Lease shall  terminate.  Lessor shall
 then have no obligations under the Lease(and Lessee shall, within ten (10) days
 of a demand  therefore,  immediately  pay to Lessor all Purchase Price Payments
 and all  price  adjustment(s)  under  Section  2  herein  as  well as  Lessor's
 out-of-pocket expenses.

 4.  MAINTENANCE,  USE, AND OPERATION:  At all times during the Term at its sole
 cost and expense,  Lessee shall  maintain the System in good repair,  condition
 and working order, ordinary wear and tear excepted. Lessee shall use the System
 and all parts thereof for its  designated  purpose and in  compliance  with all
 applicable  laws, shall keep the System in its possession and control and shall
 not permit the System to be moved from the  installation  Site set forth  above
 without Lessor's prior written consent.

 5. PERSONAL  PROPERTY:  The System is, and shall at all times remain,  personal
 property  even if the  Equipment  is affixed or  attached to real proper or any
 improvements thereon. At Lessor's request, Lessee shall, at no charge, promptly
 affix to the System any tags,  decals, or plates furnished by Lessor indicating
 Lessor's  interest in the System and Lessee shall not permit  their  removal or
 concealment.  At Lessee's expense,  Lessee shall (a) at a times keep the System
 free and clear of all liens and encumbrances, except those described in Section
 6 and those arising through the actions of Lessor, and (b) otherwise  cooperate
 to defend Lessor's interest in the System and maintain the status of the System
 and all parts  thereof as personal  property.  If requested  by Lessor,  Lessee
 will, at Lessee's expense, furnish a waiver any interest in the System from any
 party  having an interest in the real estate or building in which the System is
 located.  Lessor may inspect the System and any related  maintenance records at
 any time during Lessee's normal business hours.
--------------------------------------------------------------------------------
     A complete description of the System Is set forth on the Equipment and
            Software Listing attached hereto and made a part hereof.
--------------------------------------------------------------------------------
 GENERAL ELECTRIC CAPITAL CORPORATION    SENTO TECHNICAL INNOVATIONS CORPORATION
 BY  /s/ Mary M.Jones                     BY  /s/ Robert Bench
   ------------------                       ------------------
 Authorized Representative                Authorized Representative

 PRINT NAME /s/ Mary M.Jones              PRINT NAME /s/ Robert Bench
           -----------------                        -----------------
 TITLE MGR.CONTRACT ADM   DATE 7/24/98    TITLE VP CFO    DATE 6/19/98
      -----------------        --------        -------        --------
--------------------------------------------------------------------------------
 MLA 3/98 @ Telecom Financial Services Legal Staff

<PAGE>

 6. TRUE LEASE AND SECURITY INTEREST:  If Lessee has selected Purchase Option B,
 (a) Lessor  holds  title to  Equipment  and the right to use the  Software  and
 Lessor shall be entitled to all tax benefits  resulting  therefrom,  (b) Lessee
 shall have no right,  title or interest therein,  other than possession and use
 as a lessee and  non-exclusive  sublicensee,  and (c) Lessee and Lessor  intend
 this  Lease  to  create  a true  lease  and not a  security  interest,  and the
 provisions  of this  Section or the  filing of any  financing  statements  with
 respect to this Lease shall not be deemed  evidence of any contrary  Intent but
 of an attempt to protect Lessor's rights and title.  Regardless of the purchase
 option selected,  and without limiting or negating the foregoing  sentence,  to
 secure the  performance  of Lessee's  obligations  under this Lease  including,
 without  limitation,  the  repayment  of any  Purchase  Price  Payments,  price
 adjustments  and  out-of-pocket  expenses under Section 3 above,  Lessee hereby
 grants to Lessor a first priority  security  interest In Lessee's  existing and
 future right, title and Interest in, to and under, (i) the System Including all
 additions, attachments,  accessions, and leased Modifications and Additions (as
 defined in  Section 7 below)  thereto,  and  replacements  therefore,  (ii) the
 applicable  Supplier  Agreement,  and (iii) all  products  and  proceeds of the
 foregoing including, without limitation, insurance proceeds, rents and all sums
 due or to become due to Lessee with  respect to any of the  foregoing,  and all
 monies received in respect thereof.

 7.  MODIFICATIONS,  ADDITIONS AND ALTERATIONS:  After the Commencement  Date of
 this Lease and without notice to Lessor Lessee may, at Lessee's expense,  alter
 or  modify  any item of  Equipment  with an  upgrade,  accessory  or any  other
 equipment that meets the specifications of the System's manufacturer for use on
 or in  connection  with the System  ("Modification")  or with Software or other
 associated Items or materials that meet the specifications of such manufacturer
 and are to be used on or in connection with such System ("Addition"). Any other
 modification  or addition  ("Alteration")  shall be permitted only upon written
 notice to Lessor and at  Lessee's  expense  and risk,  and any such  Alteration
 shall be removed and the System restored to its normal,  unaltered condition at
 Lessee's  expense prior to its return to Lessor.  If not removed upon return of
 the System,  any  Modification or Addition shall become,  without  charge,  the
 property of Lessor free and clear of all encumbrances. Restoration will include
 replacement  of any parts removed in  connection  with the  installation  of an
 Alteration,  Modification or Addition.  Any Equipment or Software  installed in
 connection  with warranty or  maintenance  service or  manufacturer's  upgrades
 provided at no charge to Lessee shall be the property of Lessor.

 8. LEASES FOR  MODIFICATIONS  AND ADDITIONS:  During the Term of this Lease, at
 Lessee's  request,  Lessor  may  elect  to lease to  Lessee  Modifications  and
 Additions ("CSO Equipment")  subject to the terms of this Lease.  While the CSO
 Equipment  shall  be added  to and  become  a part of this  Lease as of the CSO
 Commencement Date (as defined below),  the CSO Lease Addendum shall be assigned
 a separate  Schedule  number.  The lease for CSO Equipment  shall expire at the
 same time as this Lease.  The  applicable  Lease Rate Factor  shall be Lessor's
 then-current  Lease  Rate  Factor  for  similar  transactions  based  upon  the
 remaining length of the Term. The rent for CSO Equipment shall be determined by
 Lessor who shall adjust the  then-current  Rent and notify Lessee in writing of
 such  adjustment(s),  which shall be effective as of the first day of the month
 following  the date of the notice (or the date of the notice if it is the first
 day of the month) ("CSO  Commencement  Date").  Any adjustment  notice shall be
 added to and become a part of this Lease.

 CSO Equipment must be ordered by Lessee from the Supplier.  On the date any CSO
 Equipment  is  delivered  to  Lessee.  Supplier  shall  pass  title to such CSO
 Equipment (other than any Software which shall be licensed and/or  sublicensed)
 directly to Lessor.  Such title shall be good and marketable and free and clear
 of any and all liens and  encumbrances of any nature  whatsoever.  Lessor shall
 promptly pay to Supplier the  appropriate  price of the CSO Equipment after the
 later of (a) the date the CSO  Equipment is installed and  functioning,  or (b)
 Lessor's  receipt of a full and complete  listing of the CSO  Equipment and the
 Supplier's  invoice.  No interest  shall be payable by Lessor to Supplier  with
 respect to such  payment.  Lessor's  agreement  to lease any CSO  Equipment  is
 subject to the  condition  that the Price  payable  to  Supplier  with  respect
 thereto shall not exceed $100,000.00 or be less than $1,000.00,  and is subject
 to  satisfactory  credit review by Lessor of Lessee's credit at the time of the
 CSO.

 9. RETURN OF SYSTEM:  (a) Upon any  termination  of this Lease  pursuant to the
 term  hereof  prior to the end of the Term,  (b) at Lessor's  request  upon the
 occurrence  of an Event of  Default,  or (c) if Lessee  has not  exercised  its
 Purchase  Option set forth  herein at the end of the  applicable  Term,  Lessee
 shall,  at its own risk and sole  expense,  immediately  return  the  System to
 Lessor by property removing, disassembling and packing it for shipment, loading
 it on  board a  carrier  acceptable  to  Lessor,  and  shipping  the  same to a
 destination in the continental  United States specified by Lessor,  freight and
 insurance  prepaid.  The  returned  System shall be In the same  condition  and
 operating order as existed when received,  ordinary wear and tear excepted.  If
 Lessee does not  immediately  return the System to Lessor as  required,  Lessee
 shall pay to  Lessor,  on  demand,  an amount  equal to the  then-current  Rent
 prorated on a daily basis for each day from and  including the  termination  or
 expiration  date of the Lease  through and  including  the day Lessee ships the
 System to Lessor in accordance  with this Section.  Lessee shall pay to Lessor,
 upon written demand,  any amount  necessary to place the System in good repair,
 condition and working order, ordinary wear and tear excepted.

 10.  PURCHASE  OPTION:  At the  expiration  of the Initial Term or any Term, if
 Lessee has performed all terms and  conditions of the Lease,  except the return
 of the  System  pursuant  to Section 9 herein,  Lessee  shall have the right to
 purchase  all,  but  not  less  than  all,  of the  Equipment  and  all  leased
 Modifications  and to  receive  an  assignment  of all,  but not less than all,
 nonexclusive  sublicenses  to use the Software and  Additions,  if any, for the
 purchase price described below subject to the following terms and conditions:

 If Lessee  has  elected  Purchase  Option B or C above,  Lessee  shall  provide
 written  notice to Lessor at least six (6) months prior to such  purchase  that
 Lessee has elected to exercise its Purchase Option. In any event, upon exercise
 of its purchase  option,  Lessee shall  purchase the  Equipment  and all leased
 Modifications  and  obtain a  non-exclusive  sublicense  to use the  associated
 Software and Additions AS-IS, WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME
 DISCLAIMERS  OF  WARRANTIES  AND  DAMAGES  AS SET  FORTH  IN  SECTION  9 OF THE
 AGREEMENT. Lessee also shall be responsible for the payment of any sales tax or
 other fees in connection with Lessee's  exercise of this Purchase  Option.  The
 purchase  price shall be due and payable to Lessor by Lessee at the  expiration
 of the applicable Term.

 Upon  satisfaction  by Lessee of the  purchase  conditions,  Lessor's  sole and
 exclusive  obligations under this Purchase Option shall be to deliver to Lessee
 good title to such Equipment and leased  Modifications  such as Lessor received
 from the Supplier, to assign to Lessee a non-exclusive sublicense, as described
 in the Supplier Agreement,  to use the associated Software and Additions,  free
 and clear of all liens, encumbrances and rights of others arising solely out of
 or created by  Lessor's  actions.  Lessor's  assignment  of the  sublicense  is
 limited to such sublicense as Lessor can assign without  incurring further cost
 and is subject to all  applicable  terms and  conditions of the license  and/or
 sublicense set forth in the Supplier Agreement.

 The purchase price shall be as follows:

 (a) Purchase  Option A. If Lessee has  selected  Purchase  Option A above,  the
 purchase price shall be $1.00.

 (b) Purchase  Option B. If Lessee has  selected  Purchase  Option B above,  the
 purchase  price shall be the installed  fair market value thereof  assuming the
 System is in good repair,  condition and working order,  ordinary wear and tear
 excepted  ("FMV").  The FMV shall be determined by Lessor and Lessee. If Lessor
 and Lessee are unable to agree,  the FMV shall be determined by an  independent
 appraiser selected by Lessor and approved by Lessee which approval shall not be
 unreasonably withheld or delayed. Lessee shall bear the fees of the appraiser.

 (c) Purchase  Option C. If Lessor has selected  Purchase Option C, the purchase
 price shall be the product  obtained by multiplying  the Price,  as it may have
 been adjusted, by the percent set forth in Option C above.

 11. LEASE RATE: By signing a Lease with a Purchase  Option A or Purchase Option
 C, Lessee agrees to pay Rent  (consisting of a principal  payment for Equipment
 and, If  applicable,  Software,  maintenance,  and/or other costs) based on the
 Price of such items and a Lease charge  derived from an implied  interest  rate
 ("Lease  Rate").  The Lease  Rate,  as used to  calculate  the  portion of each
 monthly Rent payment that  constitutes  a lease  charge,  may be  determined by
 applying to the Price,  the rate that will amortize such Price  (adjusting  for
 any Advance Rent) down to the amount of the Purchase  Option at a constant rate
 over the  Initial  Term by payment of the monthly  Rent.  The Lease Rate is the
 constant rate referred to in the preceding sentence. The Lease Rate can also be
 calculated  using the Price as the present  value,  the Purchase  Option as the
 future value, the Rent as the payment and the stated Term.
--------------------------------------------------------------------------------
 MLA 3/98 @ Telecom Financial Services Legal Staff
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
 Lessor GENERAL ELECTRIC CAPITAL CORPORATION                  Equipment Schedule
--------------------------------------------------------------------------------
 Lessee SENTO TECHNICAL INNOVATIONS CORPORATION
--------------------------------------------------------------------------------
 Billing Address                              Attention
 808 EAST UTAH VALLEY DRIVE
--------------------------------------------------------------------------------
 City                                         State/Country       Zip Code
 AMERICAN FORK                                UT                  84003
--------------------------------------------------------------------------------
 Installation Site    City            County/Province  State/Country    Zip Code
 808 EAST UTAH        AMERICAN FORK   UTAH             UT               84003
 VALLEY DRIVE
--------------------------------------------------------------------------------
 Supplier Name
 US WEST COMMUNICATION SERVICES INC. 
--------------------------------------------------------------------------------
 Agreement No.      Price        Payment Nos.  Lease Rate Factor    Rent
 /Schedule No.
 6752640-00         $349,084.00  1-60          0.017590           $6,140.39
--------------------------------------------------------------------------------
 Date of Schedule   Initial Term                 Purchase Option
                    (months)                     |_|(A) $1.00  |X| (B) FMV
 August 7, 1998       60                         |_|(C) __________%
--------------------------------------------------------------------------------
 Commitment Date    Payment Period               Advance Payment
 July 1, 1999       |X| Monthly Other______       $6,140.39
                                                  The Advance payment shall be
                                                  Applied to the first 1 and
                                                  last 0 Rent payment(s).
--------------------------------------------------------------------------------
 TERMS AND CONDITIONS (The reverse side contains Terms and Conditions which are
                          also a part of this Schedule)
--------------------------------------------------------------------------------

 The terms and  conditions  of the Master  Lease  Agreement  between  Lessor and
 Lessee  referenced  above are made a part of this  Schedule.  Lessor and Lessee
 hereby agree to the terms defined above and further agree as set forth herein.

 1. ADVANCE PAYMENT: Lessee shall pay to Lessor, upon the execution and delivery
 of this Schedule,  the advance payment set forth above  ("Advance  Payment") in
 consideration  of the Lessor holding funds  available to purchase the Equipment
 and obtain the Software  and as  compensation  for Lessor's  review of Lessee's
 credit and document  preparation.  Upon Lessor's  acceptance of the Lease,  the
 Advance Payment shall be applied to the payment of Rent as set forth above. Any
 Advance Payment shall be  non-refundable  if Lessee fails to timely provide all
 documentation or satisfy all conditions required by this Lease.

 2. PURCHASE PRICE PAYMENTS: Lessee acknowledges that it has signed and received
 a copy of the  Supplier  Agreement.  If Lessee is required to make  payments to
 Supplier under the Supplier Agreement prior to the Commencement Date ("Purchase
 Price  Payments"),  Lessee requests Lessor to pay such payments  subject to the
 following terms and  conditions.  The Price will be increased by adding a price
 adjustment for each Purchase Price Payment. Each such price adjustment shall be
 computed by  multiplying  the Purchase Price Payment paid by Lessor to Supplier
 by a rate  equal to the "Base  Lending  Rate" from time to time  designated  by
 Citibank  N.A.,  NY, NY in effect on the date Lessor  makes the first  Purchase
 Price Payment plus two and one-half percent,  divided by 360, and multiplied by
 the actual  number of days elapsed from the date of the Purchase  Price Payment
 to the Commencement Date or, if the Lease does not commence, to the date Lessee
 refunds the Purchase Price Payments to Lessor in accordance  with Section 3. In
 no event  will all or any price  adjustment(s)  exceed  any  limits  imposed by
 applicable  law. The periodic  Rent shall be increased as a result of adding to
 the Price of the System an amount equal to the total price adjustment(s).

 3. ACCEPTANCE: Lessee agrees to accept the System for purposes of this Lease by
 signing the  Acceptance  Certificate  within ten (10) days after the System has
 met the  acceptance  criteria  specified in the Supplier  Agreement.  If Lessee
 fails or refuses to sign the  Acceptance  Certificate  within such (10) ten day
 period,  Lessor may declare Lessee's  assignments and Lessors  agreement to pay
 the  Price  set  forth in  Section  1 of the  Agreement  and  Section 2 of this
 Schedule to be null and void ab initio and thereupon the Lease shall terminate.
 Lessor shall then have no obligations under the Lease and Lessee shall,  within
 ten (10) days of a demand  therefore,  immediately  pay to Lessor all  Purchase
 Price  Payments and all price  adjustment(s)  under Section 2 herein as well as
 Lessors out-of-pocket expenses.


 4. MAINTENANCE,  USE, AND OPERATION:  At all times during the Term, at its sole
 cost and expense,  Lessee shall  maintain the System in good repair,  condition
 and working order, ordinary wear and tear excepted. Lessee shall use the System
 and all parts thereof for its  designated  purpose and in  compliance  with all
 applicable  laws, shall keep the System in its possession and control and shall
 not permit the System to be moved from the  Installation  Site set forth  above
 without Lessor's prior written consent.

 5. PERSONAL  PROPERTY:  The System is, and shall at all times remain,  personal
 property  even if the  Equipment is affixed or attached to real property or any
 improvements thereon. At Lessor's request, Lessee shall, at no charge, promptly
 affix to the System any tags,  decals,  or plates fumished by Lessor indicating
 Lessor's  interest in the System and Lessee shall not permit  their  removal or
 concealment. At Lessee's expense, Lessee shall (a) at all times keep the System
 free and clear of all liens and encumbrances, except those described in Section
 6 and those arising through the actions of Lessor, and (b) otherwise  cooperate
 to defend  Lessor's  interest in the System and to  maintain  the status of the
 System and all parts  thereof as personal  property.  If  requested  by Lessor,
 Lessee  will,  at  Lessee's  expense,  furnish a waiver of any  interest in the
 System from any party having an
--------------------------------------------------------------------------------
 A complete description of the System is set forth on the Equipment and Software
                 Listing attached hereto and made a part hereof.
--------------------------------------------------------------------------------
 GENERAL ELECTRIC CAPITAL CORPORATION    SENTO TECHNICAL INNOVATIONS CORPORATION
 BY  /s/ Mary M.Jones                     BY  /s/ Robert Bench
   ------------------                       ------------------
 Authorized Representative                Authorized Representative

 PRINT NAME /s/ Mary M.Jones              PRINT NAME /s/ Robert Bench
           -----------------                        -----------------
 TITLE MGR.CONTRACT ADM   DATE 7/24/98    TITLE VP CFO    DATE 6/19/98
      -----------------        --------        -------        --------
--------------------------------------------------------------------------------
 MLA 3/98 @ Telecom Financial Services Legal Staff

<PAGE>

 6. TRUE LEASE AND SECURITY  INTEREST:  if Lessee has selected Puchase Option B.
 (a) Lessor  holds title to the  Equipment  and the right to use go Software and
 Lessor shall be entitled to all tax benefits  resulting  therefrom,  (b) Lessee
 shall have no right,  title or Interest therein,  other than possession and use
 as a lessee and  non-exclusive  sublicensee,  and (c) Lessee and Lessor  Intend
 this  Lease  to  create  a true  lease  and not a  security  interest,  and the
 provisions  of this  Section or the  filing of any  financing  statements  with
 respect to this Lease shall not be deemed  evidence of any contrary  Intent but
 of an attempt to protect Lessor's rights and title.  Regardless of the purchase
 option selected,  and without limiting or negating the foregoing  sentence,  to
 secure the  performance  of Lessee's  obligations  under this Lease  including,
 without  limitation,  the  repayment  of any  Purchase  Price  Payments,  price
 adjustments  and  out-of-pocket  expenses under Section 3 above,  Lessee hereby
 grants to Lessor a first priority  security  Interest in Lessee's  existing and
 future right,  title and Interest in, to and under (i) the System Including all
 additions, attachments,  accessions, and leased Modifications and Additions (as
 defined in  Section 7 below)  thereto,  and  replacements  therefore,  (ii) the
 applicable  Supplier  Agreement  and (iii) all  products  and  proceeds  of the
 foregoing including, without limitation, insurance proceeds, rents and all sums
 due or to become due to Lessee with  respect to any of the  foregoing,  and all
 monies received In respect thereof.

 7.  MODIFICATIONS,  ADDITIONS AND ALTERATIONS:  After the Commencement  Date of
 this Lease and without notice to Lessor, Lessee may, at Lessee's expense, alter
 or  modify  any Item of  Equipment  with an  upgrade,  accessory  or any  other
 equipment that meets the specifications of the System's manufacturer for use on
 or in  connection  with the System  ("Modification")  or with Software or other
 associated items or materials that meet the specifications of such manufacturer
 and are to be used on or in connection with such System ("Addition"). Any other
 modification  or addition  ("Alteration")  shall be permitted only upon written
 notice to Lessor and at  Lessee's  expense  and risk,  and any such  Alteration
 shall be removed and the System restored to its normal,  unaltered condition at
 Lessee's  expense prior to its return to Lessor.  If not removed upon return of
 the System,  any  Modification or Addition shall become,  without  charge,  the
 property of Lessor free and clear of all encumbrances. Restoration will include
 replacement  of any parts removed in  connection  with the  installation  of an
 Alteration,  Modification or Addition.  Any Equipment or Software  Installed In
 connection  with warranty or  maintenance  service or  manufacturer's  upgrades
 provided at no charge to Lessee shall be the property of Lessor.

 8. LEASES FOR  MODIFICATIONS  AND ADDITIONS:  During the Term of this Lease, at
 Lessee's  request  Lessor  may  elect  to  lease to  Lessee  Modifications  and
 Additions ("CSO Equipment")  subject to the terms of this Lease.  While the CSO
 Equipment  shall  be added  to and  become  a part of this  Lease as of the CSO
 Commencement Date (as defined below),  the CSO Lease Addendum shall be assigned
 a separate  Schedule  number.  The lease for CSO Equipment  shall expire at the
 same time as this Lease.  The  applicable  Lease Rate Factor  shall be Lessor's
 then-current  Lease  Rate  Factor  for  similar  transactions  based  upon  the
 remaining length of the Term. The rent for CSO Equipment shall be determined by
 Lessor who shall adjust the  then-current  Rent and notify Lessee in writing of
 such  adjustment(s),  which shall be effective as of the first day of the month
 following  the date of the notice (or the date of the notice if it is the first
 day of the month) ("CSO  Commencement  Date").  Any adjustment  notice shall be
 added to and become a part of this Lease.

 CSO Equipment must be ordered by Lessee from the Supplier.  On the date any CSO
 Equipment  is  delivered  to  Lessee,  Supplier  shall  pass  title to such CSO
 Equipment (other than any Software which shall be licensed and/or  sublicensed)
 directly to Lessor.  Such title shall be good and marketable and free and clear
 of any and all liens and  encumbrances of any nature  whatsoever.  Lessor shall
 promptly pay to Supplier the  appropriate  price of the CSO Equipment after the
 later of (a) the date the CSO  Equipment is installed and  functioning,  or (b)
 Lessor's  receipt of a full and complete  listing of the CSO  Equipment and the
 Supplier's  Invoice.  No Interest  shall be payable by Lessor to Supplier  with
 respect  to such  payment  Lessor's  agreement  to lease any CSO  Equipment  is
 subject to the  condition  that the Price  payable  to  Supplier  with  respect
 thereto shall not exceed $100,000.00 or be less than $1,000.00,  and is subject
 to  satisfactory  credit review by Lessor of Lessee's credit at the time of the
 CSO.

 9. RETURN OF SYSTEM:  (a) Upon any  termination  of this Lease  pursuant to the
 term  hereof  prior to the end of the Term,  (b) at Lessor's  request  upon the
 occurrence  of an Event of  Default,  or (c) if Lessee  has not  exercised  its
 Purchase  Option set forth  herein at the end of the  applicable  Term,  Lessee
 shall,  at its own risk and sole  expense,  Immediately  return  the  System to
 Lessor by property removing disassembling and packing it for shipment,  loading
 it on  board a  carrier  acceptable  to  Lessor,  and  shipping  the  same to a
 destination In the continental  United States specified by Lessor,  freight and
 Insurance  prepaid.  The  returned  System shall be In the same  condition  and
 operating order as existed when received,  ordinary wear and tear excepted.  If
 Lessee does not  Immediately  return the System to Lessor as  required,  Lessee
 shall pay to  Lessor,  on  demand,  an amount  equal to the  then-current  Rent
 prorated on a daily basis for each day from and  Including the  termination  or
 expiration  date of the Lease  through and  Including  the day Lessee ships the
 System to Lessor in accordance  with this Section.  Lessee shall pay to Lessor,
 upon written demand,  any amount  necessary to place the System in good repair,
 condition and working order, ordinary wear and tear excepted.

 10.  PURCHASE  OPTION:  At the  expiration  of the Initial Term or any Term, if
 Lessee has performed all terms and  conditions of the Lease,  except the return
 of the  System  pursuant  to Section 9 herein,  Lessee  shall have the right to
 purchase  all,  but  not  less  than  all.  of the  Equipment  and  all  leased
 Modifications  and to  receive  an  assignment  of all,  but not less than all,
 nonexclusive  sublicenses  to use the Software and  Additions,  if any, for the
 purchase price described below subject to the following terms and conditions:

 If Lessee  has  elected  Purchase  Option B or C above,  Lessee  shall  provide
 written  notice to Lessor at least six (6) months prior to such  purchase  that
 Lessee has elected to exercise its Purchase Option. In any event, upon exercise
 of its purchase  option,  Lessee shall  purchase the  Equipment  and all leased
 Modifications  and  obtain a  non-exclusive  sublicense  to use the  associated
 Software and Additions AS-IS, WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME
 DISCLAIMERS  OF  WARRANTIES  AND  DAMAGES  AS SET  FORTH  IN  SECTION  9 OF THE
 AGREEMENT. Lessee also shall be responsible for the payment of any sales tax or
 other fees in connection with Lessee's  exercise of this Purchase  Option.  The
 purchase  price shall be due and payable to Lessor by Lessee at the  expiration
 of the applicable Term.

 Upon  satisfaction  by Lessee of the  purchase  conditions,  Lessor's  sole and
 exclusive  obligations under this Purchase Option shall be to deliver to Lessee
 good title to such Equipment and leased  Modifications  such as Lessor received
 from the Supplier, to assign to Lessee a non-exclusive sublicense, as described
 in the Supplier Agreement,  to use the associated Software and Additions,  free
 and clear of all liens, encumbrances and rights of others arising solely out of
 or created by  Lessor's  actions.  Lessor's  assignment  of the  sublicense  is
 limited to such sublicense as Lessor can assign without  incurring further cost
 and is subject to all  applicable  terms and  conditions of the license  and/or
 sublicense set forth In the Supplier Agreement.

 The purchase price shall be as follows:

 (a) Purchase  Option A. If Lessee has  selected  Purchase  Option A above,  the
 purchase price shall be $1.00.

 (b) Purchase  Option B. If Lessee has  selected  Purchase  Option B above,  the
 purchase  price shall be the installed  fair market value thereof  assuming the
 System is in good repair,  condition and working  order,  ordinary wear an tear
 excepted  ("FMV").  The FMV shall be determined by Lessor and Lessee. If Lessor
 and Lessee are unable to agree,  the FMV shall be  determined  by a independent
 appraiser selected by Lessor and approved by Lessee which approval shall not be
 unreasonably withheld or delayed. Lessee shall bear the fees of the appraiser.

 (c) Purchase  Option C. If Lessor has selected  Purchase Option C, the purchase
 price shall be the product  obtained by multiplying  the Price,  as it may have
 been adjusted, by the percent set forth in Option C above.

 11. LEASE RATE: By signing a Lease with a Purchase  Option A or Purchase Option
 C, Lessee agrees to pay Rent  (consisting of a principal  payment for Equipment
 and, if  applicable,  Software,  maintenance.  and/or other costs) based on the
 Price of such items and a Lease charge  derived from an Implied  Interest  rate
 ("Lease  Rate").  The Lease  Rate,  as used to  calculate  the  portion of each
 monthly Rent payment that  constitutes  a lease  charge,  may be  determined by
 applying to the Price,  the rate that will amortize such Price  (adjusting  for
 any Advance Rent) down to the amount of the Purchase  Option at a constant rate
 over the  Initial  Term by payment of the monthly  Rent.  The Lease Rate is the
 constant rate referred to in the preceding sentence. The Lease Rate can also be
 calculated  using the Price as the present  value,  the Purchase  Option as the
 future value, the Rent as the payment and the stated Term.
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 MLA 3/98 @ Telecom Financial Services Legal Staff