LEASE

                                 by and between

                                    PRACVEST,

                        a Utah limited liability company,

                                   as Landlord

                                       and

                               SENTO CORPORATION,
                               a Utah corporation

                                    as Tenant

                             for building located at
                            808 E. Utah Valley Drive

                            UTAH VALLEY BUSINESS PARK

                            AMERICAN FORK CITY, UTAH

<PAGE>

                 UTAH VALLEY BUSINESS PARK, AMERICAN FORK, UTAH
                                TABLE OF CONTENTS



ARTICLE I.  BASIC LEASE PROVISIONS; ENUMERATION OF EXHIBITS....................1
         SECTION 1.01  BASIC LEASE PROVISIONS..................................1
         SECTION 1.02.  SIGNIFICANCE OF A BASIC LEASE PROVISION................3
         SECTION 1.03. ENUMERATION OF EXHIBITS.................................3

ARTICLE II.  GRANT AND PREMISES................................................3
         SECTION 2.01.  PREMISES...............................................3

ARTICLE III  RENT..............................................................3
         SECTION 3.01   BASE MONTHLY RENT......................................3
         SECTION 3.02   ESCALATION.............................................3
         SECTION 3.03   NET RENT...............................................4
         SECTION 3.04  PAYMENTS................................................4
         SECTION 3.05  ADDITIONAL RENT.........................................4

ARTICLE IV  RENTAL TERM, COMMENCEMENT DATE & PRELIMINARY TERM..................5
         SECTION 4.01  RENTAL TERM.............................................5
         SECTION 4.02  RENTAL COMMENCEMENT DATE................................5
         SECTION 4.03  OPTION TO EXTEND........................................5

ARTICLE V  CONSTRUCTION OF PREMISES............................................5
         SECTION 5.01  CONSTRUCTION BY LANDLORD................................5
         SECTION 5.02  WARRANTIES..............................................5
         SECTION 5.03  DELIVERY OF POSSESSION..................................5
         SECTION 5.04  ALTERATIONS AND ADDITIONS BY LANDLORD...................6

ARTICLE VI  TENANT'S WORK & LANDLORD'S CONTRIBUTION............................6
         SECTION 6.01  TENANT'S INITIAL IMPROVEMENTS...........................6
         SECTION 6.02  LANDLORD'S CONTRIBUTION.................................6
         SECTION 6.03  TENANT APPROVALS........................................6

ARTICLE VII  USE...............................................................6
         SECTION 7.01  USE OF PREMISES.........................................6
         SECTION 7.02  HAZARDOUS SUBSTANCES....................................6

ARTICLE VIII  OPERATION AND MAINTENANCE OF EXTERIOR FACILITIES.................7
         SECTION 8.01  CONSTRUCTION AND CONTROL OF EXTERIOR FACILITIES.........7
         SECTION 8.02  LICENSE.................................................8
         SECTION 8.03  UTAH VALLEY BUSINESS PARK OWNERS ASSOCIATION............8
         SECTION 8.04  PROPERTY TAXES..........................................8

ARTICLE IX  ALTERATIONS, SIGNS, LOCKS & KEYS...................................8
         SECTION 9.01  ALTERATIONS.............................................8
         SECTION 9.02  SIGNS...................................................8
         SECTION 9.03  LOCKS AND KEYS..........................................9

ARTICLE X  MAINTENANCE AND REPAIRS.............................................9
         SECTION 10.01  LANDLORD'S OBLIGATION FOR MAINTENANCE..................9
         SECTION 10.02  TENANT'S OBLIGATION....................................9
         SECTION 10.03  SURRENDER AND RIGHTS UPON TERMINATION..................9

ARTICLE XI  INSURANCE AND INDEMNITY...........................................10
         SECTION 11.01  LIABILITY INSURANCE AND INDEMNITY.....................10
         SECTION 11.02  FIRE AND CASUALTY INSURANCE...........................10
         SECTION 11.03  WAIVER OF SUBROGATION.................................11

ARTICLE XII  UTILITY CHARGES..................................................11

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                 UTAH VALLEY BUSINESS PARK, AMERICAN FORK, UTAH
                                TABLE OF CONTENTS

         SECTION 12.01  UTILITY CHARGES.......................................11

ARTICLE XIII  OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION.................11
         SECTION 13.01 ESTOPPEL STATEMENTS....................................11
         SECTION 13.02  ATTORNMENT............................................11
         SECTION 13.03  SUBORDINATION.........................................11
         SECTION 13.04  MORTGAGEE SUBORDINATION...............................11
         SECTION 13.05  REMEDIES..............................................11

ARTICLE XIV  ASSIGNMENT.......................................................11
         SECTION 14.01  ASSIGNMENT............................................11

ARTICLE XV  WASTE OR NUISANCE.................................................12
         SECTION 15.01  WASTE OR NUISANCE.....................................12

ARTICLE XVI  NOTICES..........................................................12
         SECTION 16.01  NOTICES...............................................12

ARTICLE XVII  DESTRUCTION OF THE PREMISES.....................................12
         SECTION 17.01  DESTRUCTION...........................................12

ARTICLE XVIII  CONDEMNATION...................................................12
         SECTION 18.01 CONDEMNATION...........................................12

ARTICLE XIX  DEFAULT OF TENANT................................................13
         SECTION 19.01  DEFAULT - RIGHT TO RE-ENTER...........................13
         SECTION 19.02  DEFAULT - RIGHT TO RE-LET.............................13
         SECTION 19.03  LEGAL EXPENSES........................................13

ARTICLE XX  BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP............................13
         SECTION 20.01 ACT OF INSOLVENCY, GUARDIANSHIP, ETC...................13

ARTICLE XXI  LANDLORD ACCESS..................................................14
         SECTION 21.01  LANDLORD ACCESS.......................................14

ARTICLE XXII  LANDLORD'S LIEN.................................................14
         SECTION 22.01  LANDLORD'S LIEN.......................................14

ARTICLE XXIII  HOLDING OVER...................................................14
         SECTION 23.01  HOLDING OVER..........................................14
         SECTION 23.02  SUCCESSORS............................................14

ARTICLE XXIV  RULES AND REGULATIONS...........................................14

ARTICLE XXV  QUIET ENJOYMENT..................................................14
         SECTION 25.01  QUIET ENJOYMENT.......................................14

ARTICLE XXVI  SECURITY DEPOSIT................................................14
         SECTION 26.01  SECURITY DEPOSIT......................................14

ARTICLE XXVII  MISCELLANEOUS PROVISIONS.......................................15
         SECTION 27.01  WAIVER................................................15
         SECTION 27.02  ENTIRE AGREEMENT......................................15
         SECTION 27.03  FORCE MAJEURE.........................................15
         SECTION 27.04  LOSS AND DAMAGE.......................................15
         SECTION 27.05  ACCORD AND SATISFACTION...............................15
         SECTION 27.06  NO OPTION.............................................15
         SECTION 27.07  ANTI-DISCRIMINATION...................................15
         SECTION 27.08  SEVERABILITY..........................................15
         SECTION 27.09  OTHER MISCELLANEOUS PROVISIONS........................16
         SECTION 27.10  REPRESENTATION REGARDING AUTHORITY....................16
         SECTION 27.11  LANDLORD'S APPROVAL, CONSENT OR DETERMINATION.........16
         SECTION 27.12  FINANCIAL STATEMENTS..................................16

SIGNATURES....................................................................17

LANDLORD ACKNOWLEDGMENT.......................................................17

TENANT ACKNOWLEDGMENT.........................................................17

<PAGE>

                                 LEASE AGREEMENT

           ARTICLE I. BASIC LEASE PROVISIONS; ENUMERATION OF EXHIBITS

         SECTION 1.01  BASIC LEASE PROVISIONS

(A)      DATE:   July     , 1998
                 ---------------

(B)      LANDLORD:   PRACVEST, a Utah general partnership
                     ------------------------------------

(C)      ADDRESS OF LANDLORD FOR NOTICES (Section 16.01): 2733 East Parleys Way,
         Suite 300, Salt Lake City, UT  84109            -----------------------
         ------------------------------------

(D)      TENANT:   SENTO, Corporation, a Utah corporation 
                ------------------------------------------

(E)      ADDRESS OF TENANT FOR NOTICES (Section 16.01):  315 North State Street,
         Orem, Utah 84057                              -------------------------
         ----------------

(F)      PERMITTED USES (Section  7.01):  general  office and related  purposes,
                                        ----------------------------------------
         such as shipping, and any other use permitted by applicable law.
         -----------------------------------------------------------------------

(G)      TENANT'S TRADE NAME (Exhibit "E" - Sign Criteria):   SENTO
                                                           -----------

(H)      BUILDING  (Section 2.01): The entire building situated at 808 East Utah
         Valley Drive,  American Fork, County of Utah, State of Utah, consisting
         of  approximately  39,756 square feet of gross rentable area,  together
         with the landscaping  surrounding such building, all at the approximate
         location outlined on Exhibit "A".

(I)      PREMISES  (Section  2.01):  The  Building,  together  with the adjacent
         landscaping,   sidewalks  and  other  related  improvements,   and  all
         necessary and  appropriate  rights of vehicular and pedestrian  ingress
         and egress to and from the Building, and the vehicular parking (without
         additional  charge)  located on Lots 19-20,  Utah Valley  Business Park
         Subdivision  subject  to the  Provisions  of  Section  1.01  (U).  Said
         Premises are outlined in yellow on Exhibit "A" attached hereto.

(J)      DELIVERY OF POSSESSION (Section 5.03):
                           1)       On or before  July 31,  1998 for the  second
                                    floor.   If   Landlord   fails  to   Deliver
                                    Possession  of the second floor on or before
                                    July  31,  1998,   Landlord   shall  pay  as
                                    liquidated  damages,  all of Tenant's rental
                                    charges incurred at Tenant's existing leased
                                    premises plus $500 per day.
                           2)       On or before  August 21,  1998 for the first
                                    floor  although  Landlord shall use diligent
                                    efforts to deliver  possession of the second
                                    floor prior to August 21, 1998.

         Notwithstanding  anything to the contrary herein, Tenant may enter upon
         the Premises  prior to the Delivery of  Possession  date for purpose of
         installing office cubicles and related items to be provided by Tenant.

(K)      RENTAL TERM,  COMMENCEMENT  AND EXPIRATION DATE (Sections 4.01 & 4.02):
         The  Rental  Term  shall  commence  on the date which is two (2) months
         after Delivery of Possession of the first floor as set forth in Section
         5.03, and shall be for a period of seven (7) full Lease Years ending on
         the last day of the eighty fourth full calendar  month after the rental
         term commencement date.

(L)      BASE MONTHLY RENT (Section  3.01):  Thirty-Three  Thousand Four Hundred
         and  No/100ths  Dollars   ($33,400.00).   See  adjustments  for  Tenant
         Improvement costs per Section 3.01(b).

(M)      ESCALATIONS  IN BASE MONTHLY  RENT  (Section  3.02):  Five percent (5%)
         every two years on the  anniversary  of the first day of the first full
         calendar month after commencement of Rental Term. Accordingly, assuming
         a September 20, 1998 rental  commencement  date,  commencing October 1,
         2000, the Base Monthly Rent shall  increase to  $35,070.00;  commencing
         October 1, 2002,  the Base Monthly Rent shall  increase to  $36,823.50;
         and commencing October 1, 2004, the Base Monthly Rent shall increase to
         $38,664.68.  If the base monthly  rent per Section  1.01(L) is adjusted
         pursuant to Section 3.01(b), the rental herein shall be proportionately
         adjusted.

(N)      LANDLORD'S SHARE OF OPERATING  EXPENSES (Section 3.03):  None. The Base
         Monthly  Rent shall be  absolutely  net to the  Landlord as provided in
         Section 3.03. except as otherwise  provided in this Lease (e.g. Section
         10.01).

(O)      TENANT'S  PRO RATA  SHARE OF  OPERATING  EXPENSES  (Section  3.03):  In
         addition to the Base Monthly rent,  Tenant shall be responsible for all

<PAGE>

         Operating  Expenses  as  defined  in  Section  3.03(b)  of the Lease to
         include only exterior  maintenance,  property taxes, and insurance.  At
         least ten (10) days prior to the beginning of any lease year,  Landlord
         shall reasonably estimate the annual Operating Expenses reimbursable to
         Landlord for the upcoming lease year and Tenant agrees to pay 1/12th of
         said annual  estimate  monthly  together  with Base Monthly Rent. On or
         before sixty (60) days after the end of any lease year,  Landlord shall
         determine  the actual  reimbursable  Operating  Expenses  for the prior
         lease year and if said actual amount is less than the monthly estimated
         amount  paid by Tenant,  then  Tenant  shall be  entitled to deduct the
         excess amount paid thereof from Tenant's next  installment of estimated
         monthly  Operating  Expenses  or,  if  related  to the last year of the
         Lease,  refunded to Tenant within sixty (60) days after the  expiration
         of the Lease.  If the actual amount is greater than that paid by Tenant
         for the lease year,  then Tenant shall pay to Landlord  the  difference
         within fifteen (15) days after receipt of invoice from Landlord.

(P)      UTILITIES AND SERVICES:  Subject to the  provisions of Section 3.03 and
         12.01,  this Lease  provides that the  utilities and services  shall be
         paid directly or reimbursed by Tenant.

(Q)      LANDLORD'S  CONTRIBUTION TO TENANT'S WORK (Section 3.01 (b) and Section
         6.02): Six Hundred Forty Six Thousand Dollars ($646,000.00).

(R)      PREPAID RENT:  None.

(S)      OPTION TO EXTEND  (Section  4.03):  If Tenant is not then in default on
         the terms and conditions  described herein beyond any applicable notice
         and cure period, Landlord agrees to extend this Lease for an additional
         two (2) year term at the following Base Monthly Rent:

                  First Year of Extension Term = $36,823.50/month
                  Second Year of Extension Term = $38,664.68/month

         Tenant must notify  Landlord  one  hundred  eighty  (180) days prior to
         expiration date of this Lease if Tenant desires to exercise this Option
         to Extend.

(T)      SECURITY DEPOSIT (Section  26.01):  Thirty-three  Thousand Four Hundred
         and  No/100ths  Dollars  ($33,400.00).  If Tenant earns a net income of
         $1,000,000  or greater in any two  consecutive  fiscal years of Tenant,
         then Landlord agrees to refund said Security Deposit within thirty (30)
         days  after  official  public  announcement  of  earnings  and  written
         notification  to Landlord  from Tenant  that  Tenant has  qualified  to
         receive a refund of said Security Deposit.  Notwithstanding  the above,
         if subsequent to said refund,  Tenant's earnings in any fiscal year are
         less than $200,000,  then Tenant shall redeposit said Security  Deposit
         which  shall then be refunded in the manner set forth above if Tenant's
         earnings  again exceed  $1,000,000  in any fiscal year after Tenant has
         redeposited the Security Deposit.

(U)      PARKING:  LANDLORD  agrees that Landlord  shall at all times during the
         term of this Lease  provide  parking  for five (5)  vehicles  per 1,000
         square  feet of  Building  gross  leasable  area to be  located on Lots
         17-20, Plat "G", Utah Valley Business Park Subdivision (Buildings 5 and
         6) which  parking shall be jointly used by occupants of Buildings 5 and
         6, as outlined on the attached  Exhibit "A-1).  Such parking area shall
         not be altered so as to limit or restrict  Tenant's  vehicular  ingress
         and  egress or parking  without  the prior  written  consent of Tenant,
         which shall not be unreasonably withheld.

(V)      intentionally deleted

(W)      intentionally deleted

<PAGE>

         SECTION 1.02.  SIGNIFICANCE OF A BASIC LEASE  PROVISION.  The foregoing
provisions of Section 1.01 summarize for  convenience  only certain  fundamental
terms of the Lease delineated more fully in the Articles and Sections referenced
therein.  In the event of a conflict  between the provisions of Section 1.01 and
the balance of the Lease, the latter shall control.

         SECTION 1.03.  ENUMERATION OF EXHIBITS. The exhibits enumerated in this
Section  and  attached  to this  Lease  are  incorporated  in the  Lease by this
reference and are to be construed as a part of the Lease.

         EXHIBIT "A"       -  UTAH VALLEY BUSINESS PARK SITE PLAN
         EXHIBIT "A-1"     -  SITE PLAN FOR LOTS 17-20, PLAT "G"
         EXHIBIT "A-2"     -  SPACE PLANS (to be attached)
         EXHIBIT "B"       -  LEGAL DESCRIPTION(S) OF LEASED PREMISES
         EXHIBIT "C-D"     -  LANDLORD'S WORK AND TENANT WORK  SPECIFICATIONS
         EXHIBIT "E"       -  SIGN CRITERIA
         EXHIBIT "F"       -  RESTRICTIVE COVENANTS


                         ARTICLE II. GRANT AND PREMISES

         SECTION 2.01.  PREMISES.  In consideration  for the rent to be paid and
covenants to be  performed  by Tenant,  Landlord  hereby  leases to Tenant,  and
Tenant  leases  from  Landlord  for the Term and upon the terms  and  conditions
herein set forth the premises described in Section 1.01(I) (hereinafter referred
to as the  "Premises"),  which are being  constructed by Landlord on Lots 19-20,
Plat "G" in Utah Valley Business Park, approximately located as shown on Exhibit
"A" attached  hereto.  Gross rentable area  measurements for the building herein
specified are from the exterior of the perimeter walls of the building.

         Said  Premises  includes  the  Building  together  with site work to be
constructed by Landlord  together with Tenant  Improvements  in accordance  with
mutually approved plans and specifications to be later attached and incorporated
herein by reference all as set forth in Exhibit "C-D" attached hereto.

         Subject to the provisions of Article VIII contained herein,  Tenant and
its customers,  agents and invitees have the right to the non-exclusive  use, in
common with others of such  unreserved  automobile  parking  spaces,  driveways,
footways,  and other  facilities  designated  for  common  use  exterior  to the
Building.

         Said  Premises  are subject to  restrictive  covenants  and  conditions
governing the Utah Valley  Business Park which are recorded in the office of the
Utah County Recorder which are attached as Exhibit "F". Landlord represents that
Landlord  is not  aware  of  any  conflict  between  the  aforesaid  restrictive
covenants and conditions and the provisions of this lease.


                                ARTICLE III RENT

         SECTION 3.01   BASE MONTHLY RENT.

                  (a) Tenant agrees to pay to Landlord the Base Monthly Rent set
         forth in Section 1.01(L) at 2733 East Parleys Way, Suite 300, Salt Lake
         City, Utah 84109 or such other place as Landlord may designate, without
         prior demand therefor, without offset or deduction and in advance on or
         before the first day of each  calendar  month  during the Rental  Term,
         commencing  on the Rental  Commencement  Date.  In the event the Rental
         Commencement  Date  occurs  on a day  other  than  the  first  day of a
         calendar  month,  then the Base  Monthly  Rent to be paid on the Rental
         Commencement  Date shall  include  both the Base  Monthly  Rent for the
         first full calendar month occurring after the Rental Commencement Date,
         plus the Base Monthly Rent for the initial  fractional  calendar  month
         prorated  on a  per-diem  basis  (based  on the  actual  number of days
         elapsed).

                  (b)  Base  Monthly  Rent is  calculated  based  on a  Landlord
         construction  allowance  of  $646,000  to  cover  the  cost  of  Tenant
         Improvements  designated  as  Tenant's  Work on Exhibit  "C-D".  To the
         extent that Landlord's  actual  construction  cost is greater (or less)
         than $646,000 the initial base rent and all  escalations  thereto shall
         be  adjusted  by $12.00  per month for each  increase  (saving)  of One
         Thousand   Dollars   ($1,000.00).   However,   should   the   estimated
         construction  exceed  $725,000  either Landlord or Tenant may terminate
         this Lease prior to  commencement  of  construction  by giving  written
         notice to the other party.

         SECTION 3.02 ESCALATION.  Tenant's Base Monthly Rent shall be increased
on the Adjustment Dates set forth in Section 1.01 (M).

<PAGE>

         SECTION 3.03   NET RENT.

                  (a) It is  understood  that the  Monthly  Base  Rent  shall be
         "completely net" such that monthly base rent received by Landlord shall
         be unabated by any  Operating  Expenses and property  taxes,  insurance
         expense, or other expenses whatsoever except as outlined in this Lease.
         If  Landlord  advances  in  the  first  instance  any  property  tax or
         insurance  premiums,  Tenant shall  promptly  reimburse  Landlord  such
         advances  as set  forth  hereinafter.  Furthermore  Tenant  shall pay a
         pro-rata share of Utah Valley Business Park common area expenses as set
         forth in Section 8.01 hereinafter.

                  (b) "Exterior  Operating  Expenses"  shall mean all reasonable
         actual costs and expense  incurred by Landlord in  connection  with the
         ownership,  operation,  management and maintenance of exterior areas of
         the Property and related  improvements  located  thereon (the "Exterior
         Improvements",  including,  but not limited to, all reasonable expenses
         incurred by Landlord as a result of Landlord's  compliance with any and
         all of its obligations  under this Lease except as set forth in Section
         10.01 hereof.  In explanation  of the foregoing,  and not in limitation
         thereof,  Operating  Expenses  shall  include:  utilities,  repair  and
         maintenance costs, maintenance and replacement of landscaping, all real
         and  personal  property  taxes  and  assessments  (whether  general  or
         special,  known or  unknown,  foreseen  or  unforeseen)  and any tax or
         assessment levied or charged in lieu thereof,  whether assessed against
         Landlord  and/or  Tenant and whether  collected  from  Landlord  and/or
         Tenant; snow removal, trash removal,  common area utilities,  supplies,
         insurance,  license,  permit and inspection  fees, Utah Valley Business
         Park common area  maintenance  assessments  attributable to Lots 19-20,
         which are  estimated  to be $480.00  for the first year of this  Lease,
         cost of  services  of  independent  contractors,  cost of  compensation
         (including  employment  taxes and fringe  benefits)  of all persons who
         perform  regular  and  recurring   duties   connected  with  day-to-day
         operation,   maintenance,  repair,  and  replacement  of  the  Exterior
         Improvements,  scavenger,  gardening,  landscaping,  security, parking,
         painting, and rental expense or a reasonable allowance for depreciation
         of personal  property used in the maintenance,  operation and repair of
         the Exterior  Improvements.  The foregoing  notwithstanding,  Operating
         Expenses  shall  not  include  1)  depreciation  on  the  Building  and
         Improvements,  2) amounts paid toward principal or interest of loans of
         Landlord;  3) roof or structural  repairs or costs to cure construction
         defects during the warranty period referred to in Section 5.02 4) costs
         paid directly by Tenant such as utilities,  janitorial, property taxes,
         Tenant's liability  insurance and personal property casualty insurance,
         and 5) property  management fees except that Landlord shall be entitled
         to  charge  a sum  equal to  fifteen  percent  (15%)  of all  Operating
         Expenses   administered  by  and  reimbursable  to  Landlord  to  cover
         Landlord's supervision costs and overhead.

                  (c) Landlord  agrees to provide an annual  budget to Tenant at
         least  30  days  prior  to the  Rent  Commencement  Date  and  annually
         thereafter  on a  calendar  year  basis on or before  January 1 of each
         year.  Any  deviation  of more than  $1,000  for any one item or $5,000
         total in any calendar year shall be approved by Tenant,  which approval
         shall not be unreasonably  withheld,  prior to Landlord  incurring such
         expense.

                  (d) Tenant shall pay as Additional  Rent the amount  estimated
         by Landlord as Tenant's  pro-rata  share of  Operating  Expenses as set
         forth in Section  1.01(O).  To the extent that Tenant's actual pro-rata
         share of  Operating  Expenses in any Lease Year is less or greater than
         the  estimated  amount paid by Tenant  during  said Lease Year,  Tenant
         shall be entitled to  reimbursement  or shall pay the deficiency as the
         case may be as set forth in Section 1.01(O).

         SECTION 3.04  PAYMENTS.  All payments of Base Monthly Rent,  Additional
Rent and other  payments to be made to Landlord  shall be made on a timely basis
and shall be payable to Landlord or as Landlord  may  otherwise  designate.  All
such payments  shall be mailed or delivered to Landlord's  principal  office set
forth in Section 1.01(C),  or at such other place as Landlord may designate from
time to time in writing.  If mailed,  all payments shall be mailed in sufficient
time and with adequate  postage thereon to be received in Landlord's  account by
no later  than the due date for such  payment.  If Tenant  shall fail to pay any
Base Monthly Rent or any Additional  Rent or any other amounts or charges within
ten (10) days after the date when due,  Tenant shall pay a late fee equal to two
(2%) percent of such past due amount and, in addition, Tenant shall pay interest
from the due date of such past due amounts to the date of  payment,  both before
and after  judgment at a rate equal to the greater of twelve  (12%)  percent per
annum or two (2%) percent over the "prime" or "base" rate charged by Zions First
National Bank of Utah at the due date of such payment; provided however, that in
any case the maximum  amount or rate of interest to be charged  shall not exceed
the maximum non-usurious rate in accordance with applicable law.

         SECTION 3.05 ADDITIONAL RENT. Tenant shall pay as "Additional Rent" any
and all sums of money or charges  required to be paid by or reimbursed by Tenant
under this Lease whether or not the same be designated  Additional Rent. If such
amounts or charges are not paid at the time  provided in this Lease,  they shall
nevertheless,  if not paid when due, be collectible as Additional  Rent with the
next  installment of Fixed Minimum Rent  thereafter  falling due hereunder,  but
nothing herein  contained shall be deemed to suspend or delay the payment of any
amount  of  money  or  charge  at the time  the  same  becomes  due and  payable
hereunder, or limit any interest, late fee or other remedy of the Landlord.

<PAGE>

          ARTICLE IV RENTAL TERM, COMMENCEMENT DATE & PRELIMINARY TERM

         SECTION 4.01 RENTAL  TERM.  The initial term of this Lease shall be for
the period  defined as the Rental  Term in  Section  1.01(K),  plus the  partial
calendar  month,  if any,  occurring  after  the  Rental  Commencement  Date (as
hereinafter  defined) if the Rental  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 on the Rental Commencement Date.

         SECTION 4.02 RENTAL  COMMENCEMENT  DATE.  The Rental Term of this Lease
and Tenant's  obligation to pay rent  hereunder  shall  commence as set forth in
Section 1.01(K) (the "Rental Commencement Date"). Within fifteen (15) days after
Landlord's  request  to do so,  Landlord  and  Tenant  shall  execute  a written
affidavit,  in recordable form,  expressing the Rental Commencement Date and the
termination date, which affidavit shall be deemed to be part of this Lease.

         SECTION  4.03  OPTION TO EXTEND.  Provided  that  Tenant is not then in
default  beyond any  applicable  notice and cure  period,  Tenant shall have the
option to extend this Lease for one two-year term after the initial term of this
Lease,  by giving  written  notice to  Landlord  of such  election  at least one
hundred  eighty (180) days prior to the  expiration  date of the initial term of
this Lease.  The Extension Term shall be on the same terms and conditions as set
forth in this Lease  except that the Base  Monthly Rent shall be as set forth in
Section 1.01(S).


                       ARTICLE V CONSTRUCTION OF PREMISES

         SECTION 5.01  CONSTRUCTION  BY LANDLORD.  Landlord  shall  construct or
cause to be constructed the Premises and site improvements  related thereto. The
Premises  shall  be  constructed   substantially   in  accordance  with  Outline
Specifications  marked  Exhibit  "C-D"  attached  hereto and made a part hereof.
Landlord  shall  proceed to cause  architectural  plans and  specifications  for
Tenant  Improvements  to be created which shall be subject to mutual approval of
Landlord and Tenant.  Tenant's  Space Plans shall be attached  hereto as Exhibit
"A-2" when finally  determined  and  approved  both  Landlord and Tenant.  It is
understood  and  agreed  by  Tenant  that no minor  changes  from  any  plans or
specifications which may be necessary during construction of the Premises or the
Building  shall affect or change this Lease or invalidate  same.  Landlord shall
notify Tenants of any substantive  change and obtain Tenant's  approval prior to
making any such change.

         SECTION  5.02  WARRANTIES.   Landlord  shall  obtain   warranties  from
Landlord's  contractor as to workmanship and materials used in construction  and
as to any HVAC or other  equipment  installed  by Landlord at the Premises for a
period of one year from  Delivery of  Possession,  and assign and  subrogate  to
Tenant any rights  Landlord  may have  against  contractors  or  materialmen  in
relation to the warranties and  improvements.  All improvements made by Landlord
shall be warranted  against  defects in  workmanship or materials by Landlord or
another  party under  contract  with Landlord for a period of one (1) year after
the date of Delivery of Possession.

         SECTION 5.03 DELIVERY OF POSSESSION.  Except as  hereinafter  provided,
Landlord  shall  deliver  possession  of the  Premises  to  Tenant  with  Tenant
Improvement Work substantially  completed in accordance with the mutually agreed
plans and specifications on or before the date set forth in Section 1.01(J). The
Premises  shall be deemed as ready for Tenant's  possession  when Landlord shall
have  substantially  completed  construction  of the Premises in accordance with
Landlord's  obligations set forth in Exhibit "C"/"D".  Landlord shall, from time
to time  during  the  course  of  construction,  provide  information  to Tenant
concerning the progress of construction of said Premises,  and will give written
notice to Tenant when said Premises are substantially completed. Within five (5)
days  after  receipt of notice of  substantial  completion,  representatives  of
Landlord  and Tenant  shall meet at the  Premises  to inspect the  Premises  and
prepare a punchlist of items yet to be completed.  At that time, Tenant may then
take possession and commence installation of Tenant's fixtures and equipment and
any other  Tenant  work  subject  to  Landlord's  obligation  to  complete  such
identified  punchlist items. At the time Landlord  substantially  completes said
punchlist items and obtains a temporary Certificate of Occupancy, Landlord shall
deliver notice to Tenant and Delivery of Possession shall occur as of said date,
and the Rental  Commencement  Date  shall  occur as of the date which is two (2)
months after the Delivery of Possession date. Should, notwithstanding Landlord's
completion  of  its  construction  obligations,   the  required  Certificate  of
Occupancy be withheld  due solely to the failure of Tenant to complete  work for
which Tenant is responsible,  then the date Delivery of Possession  shall be the
date Landlord substantially  completes its punchlist items. It is agreed that by
occupying  the  Premises  as a  tenant,  Tenant  formally  accepts  the same and
acknowledges that the Premises are in the condition called for hereunder, except
for items specifically excepted in writing at date of occupancy as "incomplete",
or which  could  not have  reasonably  been  discovered  during  the  inspection
(punchlist)  referred  to above and of which are  brought  to the  attention  of
Landlord by Tenant's  written  notice  within  ninety  (90) days  subsequent  to
Tenant's occupying the Premises.

         SECTION 5.04  ALTERATIONS  AND ADDITIONS BY LANDLORD.  Landlord  hereby
reserves the right at any time, and from time to time, to build another building
adjacent to the land on which the  Premises are located as shown on the attached
Exhibit A and to modify the existing  parking or other  common areas  (excluding
the  erection of parking  structures)  to  accommodate  additional  buildings on

<PAGE>

condition that if additional adjacent buildings are constructed, Landlord agrees
to create or  maintain a parking  ratio of not less than five (5) cars per 1,000
square feet of gross  rentable  area and subject to  provisions  of Section 1.01
(U).


               ARTICLE VI TENANT'S WORK & LANDLORD'S CONTRIBUTION

         SECTION 6.01  TENANT'S INITIAL IMPROVEMENTS.

                  (a) Landlord shall provide  Tenant's  Tenant  Improvements  as
         defined in  Section H of  Exhibit  "C-D" in  accordance  with  mutually
         approved Space Plans. Upon approval by Tenant,  Tenant directs Landlord
         to proceed with drawing plans and specifications for Tenant Improvement
         Work. Tenant agrees to cooperate and make available a representative to
         direct space planning  efforts with Landlord's  architect at such times
         as are  requested  by Landlord  and Tenant  shall give  approvals of or
         indicate   items  not   approved  on  Tenant   Improvement   plans  and
         specifications  within  three (3)  business  days after  submission  by
         Landlord's  architect.  If Tenant  shall  disapprove  of any  aspect of
         Tenant  Improvement  plans and  specifications  submitted by Landlord's
         architect,  Tenant  shall  specifically  indicate  which  items are not
         approved and the alternative  which Tenant desires.  If Tenant fails to
         timely act as set forth in Article VI, makes  changes to space plans or
         Tenant Improvement plans and specifications after approval is given, or
         adds  material  items  after  the  initial   submission  of  plans  and
         specifications by Landlord's  Architect,  then the time for Delivery of
         Possession shall be postponed appropriately.

                  (b)  As  to  initial   construction  or  future   construction
         performed at Tenant's request,  Landlord shall have full responsibility
         for constructing the Premises and the Tenant Improvements in compliance
         with all applicable laws, ordinances, rules and regulations, including,
         without  limitation,  the Americans with  Disabilities  Act of 1990, as
         amended.   Any  failure  of  Landlord  to  strictly   comply  with  the
         immediately  preceding  sentence shall be remedied by Landlord,  at its
         sole cost and  expense,  without  direct or indirect  reimbursement  by
         Tenant.

                  (c)  Landlord  has  bid  Tenant  Improvements,  and  with  the
         approval of Tenant has awarded  the  construction  contract to Advanced
         Interior Systems.

         SECTION  6.02  LANDLORD'S  CONTRIBUTION.  Landlord  agrees  to make the
contribution  to  Tenant's  Improvements  of the  amount  set  forth in  Section
1.01(Q).  If the cost of Tenant  Improvements  is more or less than the Landlord
Contribution  set forth in Section  1.01(Q) then the monthly base net rent shall
be adjusted pursuant to Section 3.01(b) herein.

         SECTION 6.03 TENANT  APPROVALS.  Tenant shall have the right to approve
all architectural plans and specifications prior to commencement of construction
by  Landlord.  Tenant  shall  respond  promptly  to  Landlord  to  requests  for
information   and  approvals  to   facilitate   completion  of  said  plans  and
specifications.


                                 ARTICLE VII USE

         SECTION 7.01 USE OF PREMISES.  Tenant shall use and occupy the Premises
solely for the uses indicated in Section  1.01(F).  Tenant shall promptly comply
with all  present or future  laws,  ordinances,  lawful  orders and  regulations
affecting the Premises and the  cleanliness,  safety,  occupancy and use of same
(subject to the provisions of Section 6.01(b)).  Tenant shall not keep or use on
the  Premises  any  article,  item,  or  thing  which  will  make  the  Premises
uninsurable.  Neither  Tenant nor  Landlord  shall not commit any waste upon the
Premises and Tenant shall not conduct or allow any business,  activity, or thing
on the  Premises  which  is an  annoyance  or  causes  damage  to  occupants  of
properties adjacent to the Premises.

         SECTION 7.02  HAZARDOUS SUBSTANCES.

                  (a) Landlord shall be responsible for removal of any Hazardous
         Substances  that existed at the Premises prior to  construction  or any
         that  Landlord has or does install at the  Premises.  After  reasonable
         inquiry,  Landlord is not aware of any  existing  Hazardous  Substances
         within or near the Premises.

                  (b) Tenant shall not use, produce, store, release,  dispose or
         handle in or about the Premises or transfer to or from the Premises (or
         permit any other  party  within  Tenant's  control to do such acts) any
         Hazardous   Substance   except  in  compliance   with  all   applicable
         Environmental Laws. Tenant shall not construct or use any improvements,
         fixtures  or  equipment  or engage  in any act on or about  the  Leased
         Premises  that would require the  procurement  of any license or permit
         pursuant to any  Environmental  Law unless proper  permits are obtained
         and  Landlord is notified  of such prior to such  construction  or use.
         Tenant shall  immediately  notify  Landlord of (i) the existence of any
         Hazardous  Substance  on or about the Premises of which Tenant is aware
         that  may be in  violation  of any  Environmental  Law  (regardless  of
         whether  Tenant is  responsible  for the  existence  of such  Hazardous

<PAGE>

         Substance),  (ii) any  proceeding or  investigation  of which Tenant is
         aware by any  governmental  authority  regarding  the  presence  of any
         Hazardous Substance on the Premises or the migration thereof to or from
         any other  property,  (iii) all claims made or  threatened by any third
         party against  Tenant of which Tenant is aware  relating to any loss or
         injury  resulting  from  any  Hazardous  Substance,  or  (iv)  Tenant's
         notification  of the  National  Response  Center  of any  release  of a
         reportable  quantity of a Hazardous Substance in or about the Premises.
         "Environmental  Laws" shall mean any federal,  state or local  statute,
         ordinance,   rule,   regulation  or  guideline  pertaining  to  health,
         industrial hygiene,  or the environment,  including without limitation,
         the federal Comprehensive  Environmental  Response,  Compensation,  and
         Liability  Act;  "Hazardous   Substance"  shall  mean  all  substances,
         materials  and wastes that are or become  regulated,  or  classified as
         hazardous or toxic,  under any  Environmental  Law. If it is determined
         that any Hazardous  Substance exists on the Premises resulting from any
         act  of  Tenant  or  its  employees,  agents,  contractors,  licensees,
         subtenants or customers,  then Tenant shall  immediately take necessary
         action to cause the  removal of said  substance  and shall  remove such
         within ten (10) days after discovery. Notwithstanding the above, if the
         Hazardous  Substance is of a nature that can not be reasonably  removed
         within  ten (10) days  Tenant  shall not be in  default  if Tenant  has
         commenced to cause such removal and proceeds  diligently  thereafter to
         complete  removal,  except that in all cases,  any Hazardous  Substance
         must be removed as soon as possible.  Furthermore,  notwithstanding the
         above, if in the good faith judgment of Landlord, the existence of such
         Hazardous  Substance  creates an  emergency or is of a nature which may
         result in immediate  physical  danger to persons at the  Property,  and
         Tenant fails to  immediately  remove the same after written notice from
         Landlord,  Landlord  may  enter  upon  the  Premises  and  remove  such
         Hazardous  Substances and charge the reasonable  cost thereof to Tenant
         as Additional Rent.

                  (c) The party  herein  responsible  for  removal of  Hazardous
         Substances  shall upon learning of such  condition  proceed within five
         (5) days thereafter to commence removal of such Hazardous Substance and
         shall  diligently  continue to effect such  removal  until  completion.
         Removal shall be accomplished in accordance with any applicable  safety
         standards.


          ARTICLE VIII OPERATION AND MAINTENANCE OF EXTERIOR FACILITIES

         SECTION 8.01  CONSTRUCTION AND CONTROL OF EXTERIOR FACILITIES

         a)  All  automobile  parking  areas,  driveways,  entrances  and  exits
         thereto,  and other  facilities  furnished  by Landlord on the Premises
         exterior to the Building,  including if any,  employee  parking  areas,
         truck ways, loading docks, mail rooms or mail pickup areas,  pedestrian
         sidewalks, landscaped areas, retaining walls, stairways and other areas
         and improvements  provided by Landlord for the general use in common of
         tenants, their officers,  agents, employees and customers, shall at all
         times be subject to the control and  management of Landlord which shall
         have the  right  from time to time to  establish,  modify  and  enforce
         reasonable  Rules and  Regulations  with respect to all  facilities and
         areas  mentioned  in this  Section.  Landlord  shall  have the right to
         construct,  maintain and operate lighting and drainage facilities on or
         in all said areas and  improvements;  to police the same,  from time to
         time to change the area,  level,  location and  arrangement  of parking
         areas and other facilities hereinabove referred to; to restrict parking
         by Tenant,  its officers,  agents and employees relating to Lots 17 and
         18 of Plat "G" only;  to close  temporarily  all or any portion of said
         areas or  facilities  to such extent as may, in the opinion of counsel,
         be legally sufficient to prevent a dedication thereof or the accrual of
         any  rights to any  person or the public  therein;  provided  that such
         closing does not occur during  weekday  business  hours;  to discourage
         non-employee and non-customer parking; and to do and perform such other
         acts in and to said areas and  improvements as, in the exercise of good
         business judgment,  the Landlord shall determine to be advisable with a
         view toward maintaining of appropriate convenience uses, amenities, and
         for  permitted  uses by Tenant,  its  officers,  agents,  employees and
         customers.  Landlord will operate and maintain the exterior  facilities
         referred to above in such a manner as  Landlord  as it shall  determine
         from time to time  subject to such  suggestions  as Tenant may elect to
         provide. Landlord shall have the full right and authority to employ all
         personnel  and to make all  Rules  and  Regulations  pertaining  to and
         necessary for the proper  operation,  security and  maintenance  of the
         exterior areas and  facilities.  Traffic  control signs and other signs
         determined  by Landlord to be in best  interest of the Project  will be
         considered part of exterior facilities.

         b) Tenant shall reimburse Landlord's reasonable cost in maintaining and
         replacing said exterior  facilities in accordance with Section 3.03 (b)
         and (c).

         c)  Notwithstanding  the above,  Tenant or  Landlord  may elect to have
         Tenant take over the said  obligations  for exterior  facilities as set
         forth in  Section  8.01 (a) and pay the cost of  thereof  independently
         upon  thirty  (30)  days  written  notice to other  party.  In no case,
         however,   shall  the  standards   governing  Tenant  for  maintenance,
         replacement and  supervision of exterior  facilities on the Premises be
         less  than  these  adhered  to by  Landlord  for Lots  17-18  (adjacent
         building and exterior  facilities to the west).  If Tenant assumes said
         exterior  facilities  obligations  and fails to  adhere to the  minimum
         standards set forth above,  then Landlord  shall give written notice of
         default to Tenant,  and if said default is not cured within thirty (30)

<PAGE>

         days after such notice or Tenant  defaults as to said  obligation  more
         than two times in any twelve month period then Landlord may resume said
         obligations and receive  reimbursement of costs therefor as provided in
         this Lease.

         SECTION 8.02  LICENSE.   (intentionally deleted)

         SECTION  8.03  UTAH  VALLEY  BUSINESS  PARK  OWNERS  ASSOCIATION.  When
organized Tenant shall be entitled to participate in the Owners  Association for
the Utah Valley  Business  Park.  To the extent that the Owners  Association  or
Landlord,  in lieu of the Owners  Association,  maintains  certain  common  area
landscaping  signs,  or other items for the  business  park,  Tenant shall pay a
pro-rata  share of the cost incurred  ("common area cost") based on the ratio of
the land area of the Premises to the land area then  available  for occupancy by
users  within the Utah  Valley  Business  Park.  Said costs  shall be  estimated
annually and one-twelfth of said estimate shall be paid by Tenant to Landlord or
the Utah Valley Business Park Owners Association monthly on the same due date as
the base  monthly  rent.  Said  costs  are  estimated  to be $480 per year  ($40
monthly)  during the first year of this Lease.  Within sixty (60) days following
the close of each calendar year, Landlord or the Owners Association will furnish
to Tenant a statement  of the actual  amount of said  Common Area Cost  incurred
over the prior  calendar year and Tenant's  share of said cost for such calendar
year period.  If the actual amount of Tenant's share of said Common Area Cost is
less than the total  amount  theretofore  paid by Tenant  for such  period,  the
excess  will be refunded  to Tenant  within  fifteen  (15) days  following  such
determination.  If the actual amount of Tenant's  share of said common area cost
exceeds the amount paid by Tenant for such period, Tenant shall pay to Landlord,
within  fifteen (15) days  following  the receipt of Landlord's  statement,  the
amount shown as due thereon.  The obligations of Landlord and Tenant to make the
foregoing  adjustment on a calendar  year basis shall survive the  expiration or
earlier termination of this Lease.

         SECTION 8.04  PROPERTY TAXES.

                  (a) Tenant shall prior to  delinquency  pay all real  property
         taxes and assessments, charges and fees which may be imposed, assessed,
         or levied by any  governmental  authority  against  the  Premises  upon
         Tenant's  use of the  Premises  or any  inventory,  personal  property,
         fixtures,  or  equipment  kept or  installed or permitted to be located
         therein by Tenant throughout the Rental Term of the Lease (all of which
         are  collectively  herein  referred  to as  "Taxes").  For the  initial
         partial  calendar year,  Landlord will advance the payment for property
         taxes and shall then invoice Tenant for Tenant's pro-rata share due for
         the period from the Rental Term Commencement Date to end of the taxable
         year.  Said invoice  shall show the  calculation  of Tenant's  share in
         reasonable  detail.  Tenant shall reimburse  Landlord for said pro-rata
         share  within   twenty  (20)  days  after   receipt  of  said  invoice.
         Thereafter, Landlord shall cause the Premises to be separately assessed
         and shall forward the tax bill to Tenant when received and Tenant shall
         pay said  Taxes in full on or  before  the date  delinquent.  If Tenant
         fails to pay said Taxes prior to delinquency,  Landlord may advance the
         same on behalf of Tenant together with any penalties chargeable thereon
         and Tenant shall reimburse  Landlord the sums so advanced together with
         interest at fifteen (15%) percent from the date paid by Landlord within
         twenty (20) days after receipt of invoice from Landlord.

                  (b)  Notwithstanding the above, Tenant shall not be obligated,
         however,  to any income  tax,  profits  tax,  or excise tax that may be
         payable by or chargeable to Landlord.  Tenant shall not be obligated to
         pay any inheritance,  transfer, estate, succession or other similar tax
         or charge that may be payable under any present or future law by reason
         of  the  devolution,  succession,  transfer,  passing  by  inheritance,
         devise,  acquisition  or becoming  effective of the right to possession
         and  enjoyment  of all  or a part  of the  estate  of  Landlord  in the
         Premises, whether by descent, deed, testamentary provision, trust deed,
         gift, mortgage, or otherwise.


                   ARTICLE IX ALTERATIONS, SIGNS, LOCKS & KEYS

         SECTION  9.01  ALTERATIONS.  Tenant shall not make or suffer to be made
any  structural or building  system  alterations  or additions or alterations or
additions in excess of $10,000 to the  Premises or any part thereof  without the
prior  written  consent of  Landlord  which  consent  shall not be  unreasonably
withheld.  Any additions to, or alterations  of, the Premises  except movable or
detachable  furniture,  equipment , trade fixtures and other  personal  property
(whether  or not  attached)  shall  become a part of the  realty  and  belong to
Landlord  upon  the  termination  of  Tenant's  lease or  renewal  term or other
termination  or  surrender  of the  Premises to Landlord  except that Tenant may
remove items if Tenant restores the Premises to its original condition.

         SECTION  9.02 SIGNS.  Subject to prior  municipal  or  required  public
approvals and to full  conformity with Exhibit "E", Tenant may place, at its own
expense,  a  building-mounted  tenant  identification  sign on the Premises at a
location  approved by Landlord,  such approval not to be unreasonably  withheld.
Said sign shall  conform to the  criteria set forth in Exhibit "E". In addition,
Tenant shall have the right to erect a monument sign  advertising  its business,
provided that such sign shall be in the Landlord-approved location identified on
Exhibit "A" and provided that written approval of the sign design is obtained in
advance from Landlord such approval not to be unreasonably withheld. If any sign
is installed or posted prior to obtaining  such  approval  (and such approval is
not  subsequently  obtained) or which does not conform to the conditions  herein

<PAGE>

specified,  Tenant  shall be  required to remove said sign and repair any damage
caused thereby at its sole cost and expense.  At the  termination of this Lease,
Tenant  shall remove said sign.  Tenant  shall  repair any damage  caused by the
installation  or removal of any Tenant  signs.  All work shall be completed in a
good and workmanlike manner.

         SECTION 9.03 LOCKS AND KEYS.  Landlord shall provide card access to the
Premises and the cost of providing cards/keys shall be charged to Tenant. Access
to Tenant space doors shall be by key.  Tenant may change locks or install other
locks on doors.  Tenant upon termination of this Lease shall deliver to Landlord
all the keys to the Premises  including  any  interior  offices,  toilet  rooms,
combinations  to built-in  safes,  etc. which shall have been furnished to or by
Tenant or are in the possession of Tenant.


                        ARTICLE X MAINTENANCE AND REPAIRS

         SECTION 10.01  LANDLORD'S OBLIGATION FOR MAINTENANCE.

         a) Landlord  shall maintain and repair the Building roof and foundation
         at its sole cost and expense (without direct or indirect  reimbursement
         from  Tenant),  the  Building  roof,  foundation  and other  structural
         elements  and any  defects  in  construction  as may be  warranted  per
         Section 5.02.  Landlord  shall not be obligated to repair any damage or
         defect until receipt of written  notice from Tenant of the need of such
         repair and Landlord shall have a reasonable  time after receipt of such
         notice in which to make  such  repairs.  Tenant  shall  give  immediate
         notice to Landlord in case of fire or  accidents  at the Premises or of
         defects therein or in any fixtures or equipment provided by Landlord.

         b) Landlord  shall also maintain the parking and other  exterior  areas
         set  forth in  Section  8.01  subject  to  reimbursement  therefore  as
         provided in Section 3.03 (b) and (c).

         SECTION 10.02  TENANT'S OBLIGATION.

                  (a)  Except  as  set  forth  in  Section   10.01  as  Landlord
         responsibility,  Tenant shall  provide its own  janitorial  service and
         keep  and  maintain  the  entire  interior  of the  Premises  including
         insulation,  interior wall surfaces,  doors and windows,  floors, floor
         coverings  and  ceilings in a clean,  sanitary  and safe  condition  in
         accordance with the laws of Utah and in accordance with all directions,
         rules and  regulations of the health officer,  fire marshall,  building
         inspector,  or other  proper  officials  of the  governmental  agencies
         having jurisdiction, at the sole cost and expense of Tenant, and Tenant
         shall comply with all  requirements  of law,  ordinance and  otherwise,
         affecting said Premises.

                  (b)  Tenant  shall  pay,  when due,  all  claims  for labor or
         material furnished, for work under Sections 9.01, 9.02 and 9.03 hereof,
         to or for  Tenant at or for use in the  Premises,  and shall  bond such
         work if reasonably  required by Landlord to prevent assertion of claims
         against Landlord.

                  (c)  Tenant  agrees  to be  responsible  for all  furnishings,
         fixtures and equipment  located upon the Premises from time to time and
         shall replace carpeting within the Premises if same shall be damaged by
         tearing or burning,  reasonable wear and tear accepted.  Tenant further
         agrees to use  chairmats  or floor  protectors  wherever it uses chairs
         with wheels or casters on carpeted areas.

         SECTION 10.03  SURRENDER AND RIGHTS UPON TERMINATION.

                  (a) This Lease and the tenancy  hereby created shall cease and
         terminate  at the end of the Rental Term  hereof,  or any  extension or
         renewal  thereof,  without  the  necessity  of any notice  from  either
         Landlord or Tenant to  terminate  the same,  and Tenant  hereby  waives
         notice to  vacate  the  Premises  and  agrees  that  Landlord  shall be
         entitled to the benefit of all  provisions  of law  respecting  summary
         recovery of possession  of Premises  from a Tenant  holding over to the
         same extent as if statutory notice has been given.

                  (b)  Upon  termination  of this  Lease at any time and for any
         reason  whatsoever,  Tenant shall surrender and deliver up the Premises
         to Landlord in the same  condition as when the Premises were  delivered
         to Tenant or as altered as provided in Section 9.01,  ordinary wear and
         tear and damage by casualty excepted. Upon request of Landlord,  Tenant
         shall  promptly  remove all  personal  property  from the  Premises and
         repair any damage caused by such removal.  Obligations under this Lease
         relating to events  occurring or  circumstances  existing  prior to the
         date of termination  shall survive the expiration or other  termination
         of the Rental Term of this Lease.  Liabilities  accruing  after date of
         termination are defined in Sections 19.01 and 19.02.

<PAGE>

                       ARTICLE XI INSURANCE AND INDEMNITY

         SECTION 11.01 LIABILITY  INSURANCE AND INDEMNITY.  Tenant shall, during
all terms hereof, keep in full force and effect a policy of public bodily injury
and property  damage  liability  insurance with respect to the Premises,  with a
combined single limit of not less than One Million Dollars  ($1,000,000.00)  per
occurrence and Two Million Dollars ($2,000,000.00) in the aggregate.  The policy
shall name Landlord, Property Manager (i.e., Woodbury Corporation) and any other
persons,  firms or  corporations  designated by Landlord and Tenant as insureds,
and shall  contain  a clause  that the  insurer  will not  cancel or change  the
insurance  without first giving the Landlord ten (10) days prior written notice.
Such  insurance  shall include an endorsement  permitting  Landlord and Property
Manager  to  recover  damage   suffered  due  to  act  or  omission  of  Tenant,
notwithstanding  being named as an additional  "Insured party" in such policies.
Such insurance may be furnished by Tenant under any blanket policy carried by it
or under a separate  policy  therefor.  The insurance  shall be with a reputable
insurance  company,  licensed  to do business in the State of Utah and a copy of
the  paid-up  policy  evidencing  such  insurance  or a  certificate  of insurer
certifying  to the issuance of such policy  shall be  delivered to Landlord.  If
Tenant  fails to provide such  insurance,  Landlord may do so and charge same to
Tenant.  Alternatively,  Tenant may insure itself  pursuant to any  commercially
reasonable  self-insurance  program  instituted  by  Tenant  for  its  corporate
operations so long as Tenant has a net worth of at least $100,000,000.

         Tenant  will  indemnify,  defend and hold  Landlord  harmless  from and
against  any  and  all  claims,  actions,  damages,  liability  and  expense  in
connection with loss of life,  personal injury and/or damage to property arising
from or out of any  occurrence in, upon or at the Premises or from the occupancy
or use by Tenant of the Premises or any part thereof, or occasioned wholly or in
part by any act or  omission  of Tenant,  its  agents,  contractors,  employees,
servants,  sublessees,  concessionaires  or business invitees unless proximately
caused by the act or  negligent  omission  of  Landlord  and to the  extent  not
covered by its fire, casualty and liability  insurance.  In case Landlord shall,
without  fault of its part,  be made a party to any  litigation  commenced by or
against Tenant,  then Tenant shall protect and hold Landlord  harmless and shall
pay all costs,  expenses and reasonable attorney fees incurred or paid by either
in defending itself or enforcing the covenants and agreements of this Lease.

         Landlord  will  indemnify,  defend and hold  Tenant  harmless  from and
against  any  and  all  claims,  actions,  damages,  liability  and  expense  in
connection  with  loss of  life,  personal  injury  and/or  damage  to  property
proximately caused from or out of any act or negligent omission of Landlord, its
agents,  contractors,  employees or  servants,  to the extent not covered by its
fire, casualty and liability  insurance.  In case Tenant shall, without fault of
its part, be made a party to any  litigation  commenced by or against  Landlord,
then Landlord  shall  protect and hold Tenant  harmless and shall pay all costs,
expenses and  reasonable  attorney  fees incurred or paid by either in defending
itself or enforcing the covenants and agreements of this Lease.

         SECTION 11.02  FIRE AND CASUALTY INSURANCE.

                  (a) Subject to the provisions of this Section 11.02,  Landlord
         shall  secure,  pay for and at all  times  maintain  All Risk  casualty
         insurance  providing  coverage  upon the building  improvements  in the
         amount equal to the full insurable  replacement  cost value thereof (as
         reasonably determined by Landlord).  Said insurance shall also include,
         at Landlord's  option,  rental  income  insurance for up to twelve (12)
         months,  "agreed amount" endorsements or other endorsements  reasonably
         suitable to Landlord. All insurance required hereunder shall be written
         by reputable,  responsible companies licensed in the State of Utah with
         a rating suitable to Landlord's mortgage lender.

                  (b) Tenant  shall  reimburse to Landlord the full cost of said
         casualty  insurance  within  thirty (30) days after  receipt of invoice
         therefor.  If Tenant  feels that  Tenant can assist in  obtaining  less
         costly equivalent  insurance then Tenant shall notify Landlord at least
         thirty (30) days prior to the  anniversary  date of said  insurance and
         Landlord  agrees to  cooperate  to obtain  the lowest  cost  equivalent
         insurance.  Tenant  will not  permit  the  Premises  to be used for any
         purposes  which would render the insurance  void or cause  cancellation
         thereof.  If the  special  nature of  Tenant's  business  requires  any
         special  endorsement  or like  provision  to allow the  building on the
         Premises to be insured,  then  Landlord and Tenant  shall  cooperate to
         obtain such with the additional cost thereof to be paid by Tenant.

                  (c) Tenant agrees to maintain at its own expense such fire and
         casualty  insurance coverage as Tenant may desire or require in respect
         to  Tenant's  personal  property,  equipment,  furniture,  fixtures  or
         inventory  and  Landlord  shall have no  obligation  in respect to such
         insurance  or losses.  All  property  kept or stored on the Premises by
         Tenant or with  Tenant's  permission  shall be so done at Tenant's sole
         risk.

                  (d) Tenant shall be  responsible  for all glass  breakage from
         any cause whatsoever  (other than Landlord's  negligence) and agrees to
         immediately  replace all glass broken or damaged during the term hereof
         with glass of the same quality as that broken or damaged.  Landlord may
         replace,  at  Tenant's  expense,  any  broken or  damaged  glass if not
         replaced by Tenant within five (5) business days after such damage.

         SECTION  11.03  WAIVER OF  SUBROGATION.  Each party  hereto does hereby
release and discharge the other party hereto and any officer, agent, employee or

<PAGE>

representative  of such party,  of and from any liability  whatsoever  hereafter
arising from loss,  damage or injury caused by fire or other  casualty for which
insurance   (permitting   waiver  of  liability  and   containing  a  waiver  of
subrogation) is carried by the injured party at the time of such loss, damage or
injury to the extent of any recovery by the injured party under such insurance.


                           ARTICLE XII UTILITY CHARGES

         SECTION 12.01 UTILITY  CHARGES.  Tenant shall pay all utility rates and
charges for the Premises  throughout  the Lease Term and all charges for garbage
disposal.  All utilities shall be separately  metered. If any such utilities are
discontinued  for a period of three (3)  consecutive  days or more solely due to
the fault of  Landlord,  then the Base  Monthly  Rent shall abate for the entire
period of such discontinuence; provided, however that all rent payable hereunder
by Tenant shall abate for the entire  period if Landlord's  rental  interruption
insurance  covers  full  payment  to  Landlord  in  case  of  abatement  due  to
interruption of utility service. Notwithstanding the above, Landlord will not be
required to add any  endorsement  to cover such item unless Tenant  specifically
requests such and Tenant agrees in writing to pay the cost thereof.

          ARTICLE XIII OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION

         SECTION 13.01  ESTOPPEL  STATEMENTS.  Tenant agrees within fifteen (15)
days after  request  therefor  by  Landlord  to execute in  recordable  form and
deliver to Landlord a statement in writing, certifying (a) that this Lease is in
full force and effect,  (b) the date of  commencement of the Rental Term of this
Lease,  (c) that rent is paid currently  without any off-set or defense thereto,
(d) the  amount  of rent,  if any paid in  advance,  and (e) that  there  are no
uncured defaults by Landlord or stating those claimed by Tenant.

         SECTION 13.02  ATTORNMENT.  Tenant shall,  in the event any proceedings
are brought for the  foreclosure of, or in the event of exercise of the power of
sale under any mortgage or deed of trust made by Landlord covering the Premises,
attorn to the purchaser  upon any such  foreclosure  or sale and recognize  such
purchaser as the Landlord under this Lease.

         SECTION 13.03  SUBORDINATION.  Tenant agrees that this Lease shall,  at
the request of Landlord, be subordinate to any first mortgages or deeds of trust
that may  hereafter be placed upon said  Premises and to any and all advances to
be made thereunder, and to the interest thereon, and all renewals,  replacements
and extensions  thereof provided that Landlord causes the mortgagees or trustees
named in all  mortgages  or deeds of trust  placed upon the Premises to agree to
recognize the Lease of Tenant and allow Tenant to occupy the Premises  under the
Lease undisturbed in the event of foreclosure,  if Tenant is not in default.  If
any  mortgage  or deed of  trust is prior  to this  Lease,  prior to the  Rental
Commencement  Date,  Landlord  shall obtain from the holder of such  mortgage or
deed of trust a non-disturbance agreement in form satisfactory to such holder.

         SECTION 13.04 MORTGAGEE  SUBORDINATION.  Tenant hereby agrees that this
Lease  shall,  if at any time  requested by Landlord or any lender in respect to
Landlord's  financing  of the  building  or  project in which the  Premises  are
located or any portion hereof, be made superior to any mortgage or deed of trust
that may have preceded such Lease.

         SECTION 13.05 REMEDIES.  Tenant hereby irrevocably appoints Landlord as
attorney-in-fact  for the Tenant  with full power and  authority  to execute and
deliver in the name of the Tenant any such instruments described in this Article
XIII  upon  failure  of the  Tenant  to  execute  and  deliver  any of the above
instruments  within twenty (20) days after written request so to do by Landlord;
and such failure shall constitute a default under this Lease.


                             ARTICLE XIV ASSIGNMENT

         SECTION 14.01 ASSIGNMENT.  Tenant shall not assign this Lease or sublet
the Premises,  or any part thereof,  without first obtaining the written consent
of Landlord,  which consent shall not be unreasonably  withheld.  The consent of
Landlord  shall not relieve Tenant of this Lease from  continuing  liability for
all  obligations  under this Lease.  Any assignment by operation of law shall be
deemed an "assignment"  within the meaning of this Section.  Notwithstanding the
foregoing to the contrary,  Tenant may, without the consent of Landlord,  assign
this Lease or sublease  the  Premises  to any  successor  corporation  or to any
subsidiary  or  affiliate  of  Tenant  or to  any  person  who  acquires  all or
substantially all of the assets of Tenants.


              ARTICLE XV WASTE OR NUISANCE (Intentionally Deleted)

         SECTION  15.01  WASTE OR  NUISANCE.  See  Section  7.01  (Intentionally
Deleted) (Already covered in Article VII)

<PAGE>

                               ARTICLE XVI NOTICES

         SECTION 16.01 NOTICES.  Except as provided in Section 19.01, any notice
required or permitted  hereunder to be given or transmitted  between the parties
shall be either  personally  delivered,  or mailed postage prepaid by registered
mall, return receipt requested,  addressed if to Tenant at the address set forth
in Section  1.01(E),  and if to  Landlord  at the  address  set forth in Section
1.01(C).  Either party may, by notice to the other given as  prescribed  in this
Section 16.01,  change its above address for any future notices which are mailed
under this Lease.


                    ARTICLE XVII DESTRUCTION OF THE PREMISES

         SECTION 17.01  DESTRUCTION.

                  (a) If the Premises are partially or totally destroyed by fire
         or other casualty insurable under standard fire insurance policies with
         extended  coverage  endorsement  so as to become  partially  or totally
         untenantable,  the same shall be  repaired  or rebuilt as  speedily  as
         practical under the  circumstances  at the expense of Landlord,  unless
         Landlord  or Tenant  elects  not to repair or rebuild  as  provided  in
         Subsection  (b) of this Section 17.01.  During the period  required for
         restoration,  a just and  proportionate  part of Base Rent,  additional
         rent and other  charges  payable  by Tenant  hereunder  shall be abated
         until the Premises are repaired or rebuilt.

                  (b) If the Premises are (I) rendered  totally  untenantable by
         reason of an occurrence described in Subsection (a), or (II) damaged or
         destroyed as a result of a risk which is not insured  under  Landlord's
         fire insurance policies, or (III) at least twenty percent (20%) damaged
         or destroyed  during the last year of the Rental  Term,  or (IV) if the
         Premises  are damaged in whole or in part to such an extent that Tenant
         cannot  practically use the Premises for their intended  purpose,  then
         and in any such  events  either  Tenant or  Landlord  may at its option
         terminate  this Lease  Agreement  by notice in  writing to other  party
         within  sixty  (60)  days  after  the date of such  occurrence.  Unless
         Landlord or Tenant gives such notice,  this Lease Agreement will remain
         in full force and effect and  Landlord  shall repair such damage at its
         expense as expeditiously as possible under the circumstances.

                  (c) If  Landlord  should  elect or be  obligated  pursuant  to
         Subsection  (a) above to repair or  rebuild  because  of any  damage or
         destruction,  Landlord's  obligation  shall be limited to the  original
         Premises  and any  other  work or  improvements  including  the  Tenant
         Improvements  which may have been originally  performed or installed at
         Landlord's  expense.  If the cost of performing  Landlord's  obligation
         exceeds the actual proceeds of insurance paid or payable to Landlord on
         account of such casualty by $50,000,  Landlord may terminate this Lease
         Agreement  unless  Tenant,   within  fifteen  (15)  days  after  demand
         therefor,  deposits with Landlord a sum of money  sufficient to pay the
         difference between the cost of repair and the proceeds of the insurance
         available for such purpose.

                  (d) Except as stated in this Article XVII,  Landlord shall not
         be  liable  for any loss or  damage  sustained  by  Tenant by reason of
         casualties mentioned hereinabove or any other accidental casualty.


                           ARTICLE XVIII CONDEMNATION

         SECTION  18.01   CONDEMNATION.   As  used  in  this  Section  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  thereof.  If the whole of the
Premises  is  taken   through   Condemnation   Proceedings,   this  Lease  shall
automatically  terminate  as of the date  possession  is taken by he  condemning
authority.  If a portion of the  Premises or the parking  area or  driveways  is
taken,  and such taking  causes the  Premises to be  impracticable  for Tenant's
continued  use, then either party hereto shall have the option to terminate this
Lease by giving the other  written  notice of such  election  at any time within
thirty  (30) days after the date of taking.  In all other  cases,  or if neither
party  exercises its option to terminate,  this Lease shall remain in effect and
the  rent  payable  hereunder  from  and  after  the  date of  taking  shall  be
proportionately reduced in proportion to the ratio of: (I) the area contained in
the Premises which is capable of occupancy  after the taking;  to (II) the total
area  contained  in the  Premises  which was capable of  occupancy  prior to the
taking. In the event of any termination or rental reduction provided for in this
Section,  there shall be a proration  of the rent  payable  under this Lease and
Landlord shall refund any excess theretofore paid by Tenant. Whether or not this
Lease is terminated as a consequence of Condemnation Proceedings, all damages or
compensation  awarded  for  a  partial  or  total  taking,  including  any  sums
compensating  Tenant  for  diminution  in the  value  of or  deprivation  of its
leasehold estate,  shall be the sole and exclusive property of Landlord,  except
that Tenant will be entitled  to any awards  intended to  compensate  Tenant for
injury to its business,  loss of Tenant's leasehold interest and the expenses of
locating and moving Tenant's operations to a new space.

<PAGE>

                          ARTICLE XIX DEFAULT OF TENANT

         SECTION 19.01 DEFAULT - RIGHT TO RE-ENTER.  In the event of any failure
of Tenant to pay any rental  due  hereunder  within ten (10) days after  written
notice  that the same is past due shall have been  received  by  Tenant,  or any
failure by Tenant to perform  any other of the terms,  conditions  or  covenants
required of Tenant by this Lease within thirty (30) days after written notice of
such default shall have been received by Tenant,  (unless such default is of the
type which can not  reasonably  be cured  within  thirty (30) days in which case
Tenant  shall not be in default if Tenant  commences  to cure and then  proceeds
diligently to cure said default until cured), or if Tenant permits this Lease to
be taken under any writ of  execution,  then  Landlord,  besides other rights or
remedies it may have,  shall have the right to declare this Lease terminated and
shall have the  immediate  right of  re-entry  and may remove  all  persons  and
property from the Premises.  Such property may be removed and stored in a public
warehouse  or  elsewhere  at the cost of and for the account of Tenant,  without
evidence of notice or resort to legal process and without being deemed guilty of
trespass,  or  becoming  liable for any loss or damage  which may be  occasioned
thereby. Tenant hereby waives all compensation for the forfeiture of the term or
its loss of  possession  of the Premises in the event of the  forfeiture of this
Lease as provided for above.

         SECTION  19.02  DEFAULT - RIGHT TO  RE-LET.  Should  Landlord  elect to
re-enter,  as herein  provided,  or should it take possession  pursuant to legal
proceedings  or  pursuant  to any  notice  provided  for by law,  it may  either
terminate  this  Lease or it may from  time to time,  without  terminating  this
Lease,  make such  alterations and repairs as may be necessary in order to relet
the  Premises,  and may relet said Premises or any part thereof for such term or
terms (which may be for a term  extending  beyond the term of this Lease) and at
such rental or rentals and upon such other terms and  conditions  as Landlord in
its sole  discretion may deem advisable.  Upon each such reletting,  all rentals
received by Landlord from such  reletting  shall be applied first to the payment
of any  costs and  expenses  of such  reletting,  including  brokerage  fees and
attorney's  fees and  costs of such  alterations  and  repairs;  second,  to the
payment of rent or other unpaid obligations due hereunder;  and the residue,  if
any, shall be held by Landlord and applied in payment of future rent as the same
may  become  due and  payable  hereunder.  If such  rental  received  from  such
reletting  during  any month be less than that to be paid  during  that month by
Tenant  hereunder,  Tenant  shall  pay any such  deficiency  to  Landlord.  Such
deficiency  shall be  calculated  and paid  monthly.  No such re-entry or taking
possession of said Premises by Landlord shall be construed as an election on its
part to terminate  this Lease unless a written notice of such intention be given
to Tenant or unless the  termination  thereof be decreed by a court or competent
jurisdiction.  Notwithstanding any such reletting without termination,  Landlord
may at any time elect to terminate this Lease for such previous default.  Should
Landlord at any time  terminate  this Lease for any default,  in addition to any
other  remedies it may have, it may recover from Tenant all damages it may incur
by  reason of such  default,  including  the cost of  recovering  the  Premises,
reasonable  attorney's fees, and including the excess,  if any, of the amount of
rent and charges  equivalent to rent reserved in this Lease for the remainder of
the stated term over the actual  amount  received by Landlord  for such  period.
Landlord shall, in a commercially  reasonable manner,  mitigate its damages as a
result of Tenant's default.

         SECTION 19.03 LEGAL EXPENSES. In case of default by either party in the
performance of any obligations  under this Lease, the defaulting party shall pay
all costs  incurred in enforcing  this Lease,  or any right  arising out of such
default, whether by suit or otherwise, including a reasonable attorney's fee.


                ARTICLE XX BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP

         SECTION 20.01 ACT OF INSOLVENCY, GUARDIANSHIP, ETC. The following shall
constitute  a  default  of this  Lease by the  Tenant  for  which  Landlord,  at
Landlord's option, may immediately terminate this Lease.

                  (a)      The  appointment of a receiver to take  possession of
                           all or  substantially  all of the  assets  of  Tenant
                           unless (if  involuntary)  dismissed within sixty (60)
                           days.

                  (b)      A  general assignment  by Tenant  of its  assets
                           for the benefit of creditors.

                  (c)      Any action taken or suffered by or against the Tenant
                           under any federal or state  insolvency  or bankruptcy
                           act, unless (if  involuntary)  dismissed within sixty
                           (60) days.

                  (d)      The appointment of a guardian, conservator,  trustee,
                           or other similar officer to take charge of all or any
                           substantial  part of  Tenant's  property,  unless (if
                           involuntary) dismissed within sixty (60) days.

         Neither  this Lease,  nor any interest  therein nor any estate  thereby
created  shall pass to any  trustee,  guardian,  receiver  or  assignee  for the
benefit of creditors or otherwise by operation of law.

<PAGE>

                           ARTICLE XXI LANDLORD ACCESS

         SECTION 21.01 LANDLORD ACCESS.  Landlord or Landlord's agent shall have
the right to enter the  Premises at all  reasonable  times upon notice to Tenant
(except  in  case  of  emergency)  to  examine  the  same,  or to  show  them to
prospective purchasers of the Premises, or to make all repairs as required under
this Lease,  and Landlord  shall be allowed to take all  material  into and upon
said Premises that may be required  therefor  without the same  constituting  an
eviction of Tenant in whole or in part,  and  provided  that  Landlord  promptly
completes such repairs in a commercially reasonable manner as soon as reasonably
possible  rent shall not abate while said  repairs are being made,  by reason of
loss or interruption of business of Tenant, or otherwise. During the ninety days
prior to the  expiration  of the Rental Term of this Lease or any renewal  term,
Landlord  may exhibit the  Premises  to  prospective  tenants and place upon the
Premises  the usual  notices "To Let" or "For Rent" which  notices  Tenant shall
permit to remain thereon with  molestation.  Notwithstanding  the above,  Tenant
shall have the right to designate a representative to accompany  Landlord during
any time that Landlord may enter upon the Premises.


                          ARTICLE XXII LANDLORD'S LIEN

         SECTION 22.01  LANDLORD'S  LIEN.  Landlord  agrees to  subordinate  its
statutory  Landlord's  lien,  if  any,  to the  interest  of any  lender  who is
financing or securing equipment,  trade fixtures, or furnishings of Tenant to be
used at the Leased Premises provided that Lender, Tenant, and Landlord execute a
mutually  acceptable  form  providing for notice to Landlord prior to removal of
any equipment or trade  fixtures and for repair and  restoration of the Premises
to its original condition, reasonable wear and tear excepted.


                           ARTICLE XXIII HOLDING OVER

         SECTION 23.01 HOLDING  OVER.  Any holding over after the  expiration of
the Rental Term hereof shall be construed to be a tenancy at sufferance  and all
provisions of this Lease Agreement shall be and remain in effect except that the
monthly  rental shall be one hundred thirty percent (130%) of the amount of rent
(including  any  adjustments  as  provided  herein)  payable  for the last  full
calendar month of the Rental Term including renewals or extensions.

         SECTION 23.02 SUCCESSORS.  All rights and liabilities  herein given to,
or imposed  upon,  the  respective  parties  hereto shall extend to and bind the
several respective heirs, executors,  administrators,  successors and assigns of
the said parties;  and if there shall be more than one tenant, they shall all be
bound jointly and severally by the terms,  covenants and agreements  herein.  No
rights, however, shall inure to the benefit of any assignee of Tenant unless the
assignment to such assignee has been approved by Landlord in writing.


           ARTICLE XXIV RULES AND REGULATIONS (Intentionally Deleted)

                           ARTICLE XXV QUIET ENJOYMENT

         SECTION 25.01 QUIET ENJOYMENT.  Upon payment by the Tenant of the rents
herein  provided,  and upon the observance and performance of all the covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably  and quietly hold and enjoy the  Premises for the term hereby  demised
without  hindrance or  interruption  by Landlord or any other person or persons,
lawfully or  equitably  claiming  by,  through or under the  Landlord,  subject,
nevertheless,  to the terms and  conditions of this Lease and actions  resulting
from future eminent domain proceedings and casualty losses.


                          ARTICLE XXVI SECURITY DEPOSIT

         SECTION 26.01  SECURITY  DEPOSIT.  The Landlord  herewith  acknowledges
receipt of the amount  set forth in  Section  1.01(T),  which it is to retain as
security for the  faithful  performance  of all the  covenants,  conditions  and
agreements of this Lease, but in no event shall the Landlord be obliged to apply
the same upon rents or other  charges in arrears or upon  damages  for  Tenant's
failure to perform the said covenants,  conditions and agreements.  The Landlord
may so apply the security, at its option, and the Landlord's right to possession
of the Premises for non-payment of rent or for any other reason shall not in any
event be affected by reason of the fact that the Landlord  holds this  security.
The said sum, if not applied toward the payment or rent in arrears or toward the
payment of damages  suffered by the Landlord by reason of the Tenant's breach of
the covenants, conditions and agreements of this Lease, is to be returned to the
Tenant without interest when this Lease is terminated, according to these terms,
an in no event is the said security to be returned  until the Tenant has vacated
the Premises and delivered possession to the Landlord. See also Section 1.01 (T)
for provision relating to earlier refund of the Security Deposit.

         In the event that the Landlord  repossesses the Premises because of the
Tenant's  default or because of the Tenant's failure to carry out the covenants,

<PAGE>

conditions  and  agreements  of this  Lease,  the  Landlord  may  apply the said
security toward damages as may be suffered or shall accrue  thereafter by reason
of the Tenant's  default or breach.  The Landlord shall not be obligated to keep
the said security as a separate fund, but may mix the said security with its own
funds.


                     ARTICLE XXVII MISCELLANEOUS PROVISIONS

         SECTION 27.01 WAIVER. No failure on the part of Landlord to enforce any
covenant or provision of this Lease shall  discharge or invalidate such covenant
or provision or affect the right of Landlord to enforce the same in the event of
any  subsequent  breach.  One or more  waivers of any  covenant or  condition by
Landlord  shall not be construed as a waiver of a subsequent  breach of the same
covenant or condition and the consent to or approval of any  subsequent  similar
act by  Tenant.  No breach of a covenant  or  condition  of this Lease  shall be
deemed to have been waived by Landlord,  unless such waiver be in writing signed
by Landlord.

         SECTION  27.02  ENTIRE  AGREEMENT.  This Lease  constitutes  the entire
Agreement and understanding  between the parties hereto and supersedes all prior
discussions,  understandings  and  agreements.  This Lease may not be altered or
amended except by a subsequent written agreement executed by all parties.

         SECTION  27.03  FORCE  MAJEURE.  Any  failure  to  perform  or delay in
performance  by either  party of any  obligation  under this  Lease,  other than
Tenant's  obligation  to pay rent,  shall be excused if such failure or delay is
caused by any strike,  lockout,  governmental  restriction  or any similar cause
beyond the control of the party so falling to perform, to the extent and for the
period that such continues.

         SECTION 27.04 LOSS AND DAMAGE. The Landlord shall not be responsible or
liable to the Tenant for any loss or damage that may be occasioned by or through
the acts or  omissions  of  persons  occupying  all or any part of the  premises
adjacent to or connected  with the Premises or any part of the building of which
the  Premises are a part,  or for any loss or damage  resulting to the Tenant or
his property  from  bursting,  stoppage or leaking of water,  gas sewer or steam
pipes or for any damage or loss of property  within the Premises  from any cause
whatsoever unless caused by Landlord's acts or negligent omission.

         SECTION 27.05 ACCORD AND SATISFACTION.  No payment by Tenant or receipt
by Landlord of a lesser amount than the amount owing  hereunder  shall be deemed
to be other than on account of the earliest  stipulated  amount  receivable from
Tenant,  nor shall  any  endorsement  or  statement  on any check or any  letter
accompanying any check or payment as rent be deemed an accord and  satisfaction,
and Landlord may accept such check or payment  without  prejudice to  Landlord's
right to  recover  the  balance of such rent or  receivable  or pursue any other
remedy available under this Lease or the law of the state where the Premises are
located.

         SECTION 27.06 NO OPTION.  The submission of this Lease for  examination
does not  constitute a reservation  of or option for the Premises and this Lease
becomes  effective as a lease only upon full  execution and delivery  thereof by
Landlord and Tenant.

         SECTION 27.07  ANTI-DISCRIMINATION.  Tenant herein covenants by and for
itself,  its  heirs,  executors,  administrators  and  assigns  and all  persons
claiming  under or  through  it, and this  Lease is made and  accepted  upon and
subject  to the  following  conditions:  That there  shall be no  discrimination
against  or  segregation  of any  person or group of persons on account of race,
sex, marital status,  color, creed, national origin or ancestry, in the leasing,
subleasing,  assigning, use, occupancy, tenure or enjoyment of the Premises, nor
shall the Tenant itself,  or any person claiming under or through it,  establish
or permit any such practice or practices of  discrimination  or segregation with
reference  to the  selection,  location,  number,  use or  occupancy of tenants,
lessees, sublessees, or subtenants in the Premises.

         SECTION 27.08 SEVERABILITY.  If any term, covenant or condition of this
Lease or the application  thereof to any person or circumstance shall be invalid
or unenforceable to any extent,  the remainder of this Lease, or the application
of such term, covenant or condition to persons or circumstances other than those
as to which it is held invalid or  unenforceable,  shall not be affected thereby
and each  term,  covenant  or  condition  of this  Lease  shall be valid  and be
enforced to the fullest extent permitted by law.

         SECTION 27.09 OTHER MISCELLANEOUS PROVISIONS. This instrument shall not
be recorded  without the prior written  consent of Landlord;  however,  upon the
request of either party hereto, the other party shall join in the execution of a
memorandum  or "short  form" lease which shall be recorded at the expense of the
party requesting such recording which memorandum shall describe the parties, the
Premises, the Rental Term and shall incorporate this Lease by reference, and may
include other  special  provisions.  The captions  which precede the Sections of
this  Lease are for  convenience  only and shall in no way  affect the manner in
which any  provisions  hereof is construed.  In the event there is more than one
Tenant  hereunder,  the  liability  of each  shall be joint  and  several.  This
instrument shall be governed by and construed in accordance with the laws of the
State  wherein the Premises are located.  Words of any gender used in this Lease
shall be held to include  any other  gender,  and words in the  singular  number

<PAGE>

shall be held to include  the  plural  when the sense  requires.  Time is of the
essence of this Lease and every term, covenant and condition herein contained.

         SECTION 27.10 REPRESENTATION  REGARDING AUTHORITY. The persons who have
executed this Agreement  represent and warrant that they are duly  authorized to
execute  this  Agreement  in their  individual  or  representative  capacity  as
indicated.

         SECTION 27.11 LANDLORD'S APPROVAL,  CONSENT OR DETERMINATION.  Whenever
Landlord's  approval,  consent or  determination  is required or provided for in
this Lease,  such  approval  or consent  shall not be  unreasonably  withheld or
unreasonably delayed, and such determination shall be reasonably made.

         SECTION 27.12 FINANCIAL  STATEMENTS.  Upon Landlord's  written request,
not more than once  annually  promptly  furnish  Landlord  financial  statements
reflecting  Tenant's  current  financial  condition,  Landlord  shall treat such
statements with confidentiality and shall not disclose the information contained
therein except to Landlord's lender or a prospective lender or buyer.

<PAGE>

         IN WITNESS  WHEREOF,  Landlord and Tenant have  executed and  delivered
this Lease as of the day and year first above written.

SIGNATURES:

                                    LANDLORD

                                    PRACVEST, a Utah general partnership


                                    By:
                                       -----------------------------------------
                                         W. Richards Woodbury, Attorney-in-Fact


                                    By:
                                       -----------------------------------------
                                         Orin R. Woodbury, Attorney-in-Fact



                                    TENANT

                                    SENTO CORPORATION, a Utah corporation


                                    By:
                                       -----------------------------------------
                                         Kieth E. Sorenson, CEO


                                    By:
                                       -----------------------------------------
                                             Its:
                                                 -------------------------------


                             LANDLORD ACKNOWLEDGMENT


STATE OF UTAH              )
                           : ss.
COUNTY OF SALT LAKE        )

         On this  day     of  July ,  1998  before  me  personally  appeared  W.
Richards  Woodbury and Orin R. Woodbury to me personally  known who, being by me
duly sworn,  did each for himself say that he is the  Attorney-in-Fact  for that
certain partnership known as PRACVEST, a Utah general partnership , and that the
within instrument was executed by them, for and on behalf of said partnership.


                                       -----------------------------------------
                                                                Notary Public



                              TENANT ACKNOWLEDGMENT
                                   (Corporate)

STATE OF UTAH              )
                           :ss
COUNTY OF SALT LAKE        )

         On this     day of July , 1998, before me personally  appeared Kieth E.
Sorenson  , and , known to me to be the CEO,  and of Sento  Corporation,  a Utah
corporation , the corporation that executed the within  instrument,  known to me
to be the persons who executed the within  instrument on behalf of the corporate
therein named, and acknowledged to me that such corporation  executed the within
instrument pursuant to its bylaws or a resolution of its board of directors.



                                       -----------------------------------------
                                                                Notary Public