Exhibit 10(viii)

                                 LEASE AGREEMENT
                                      (NNN)

1. PARTIES. This Lease, dated for reference purposes only, November 12, 1999, is
made by and between  John Afridi  (herein  called  "Landlord")  and Jason Nunley
(herein called "Tenant").

2. PREMISES Landlord hereby leases to Tenant and Tenant leases from Landlord for
the term. at the rental.  and upon all of the conditions set forth herein.  that
certain  real  property  situated  in the Count%.  of Silt Lake,  State ol' Utah
commonly  known as 1370 South State Street,  Salt Lake City,  Utah and described
as: Approximately 2.500 Square Feet of Showroom/Retail/Storage space, and herein
referred to as the "Premises".

3. TERM.

         3.1 Term.  The term of this Lease  shall be for twenty five (25) months
commencing  on December 1, 1999 and ending on December 31, 2001,  unless  sooner
terminated pursuant to any provision hereof

         3.2 Delay in Commencement.  Notwithstanding, said commencement date, if
for any reason Landlord  cannot deliver  possession of the Premises to Tenant on
said date, Landlord shall not be subject to any liability  therefore,  nor shall
such  failure  affect the  validity of this Lease or the  obligations  of Tenant
hereunder  or  extend  the term  hereof,  but in such case  Tenant  shall not be
obligated  to pay rent until  possession  of the Premises is tendered to Tenant;
provided,  however that if Landlord shall not have  delivered  possession of the
Premises  within  sixty (30) days from said  commencement  date,  tenant may, at
Tenant's  option,  by  notice  in  writing  to  Landlord  within  ten (10)  days
thereafter,  cancel this Lease.  in which event the parties  shall be discharged
from all  obligations  hereunder.  If Tenant occupies the Premises prior to said
commencement  date,  such occupancy  shall be subject to all provisions  hereof,
such occupancy shall not advance the termination  date, and the Tenant shall pay
rent for such period at the initial monthly rates set forth below.

4.       BASIC RENTAL PAYMENTS.

         4.1 Basic Annual Rent. Tenant a-rees to pay to Landlord as basic annual
rent (the "Basic Annual Rent") at such place as Landlord may desi2nate,  without
prior demand  therefore  and without any  deduction or set off  whatsoever,  the
following:

                         $0.00 per month - December 1999
                  $1,600 per month - January 2000-December 2001

Said  monthly  installments  shall be paid in  advance  on the first day of each
calendar month during the term of the lease.  Simultaneously  with the execution
hereof,  Tenant has paid to Landlord the first month's rent,  receipt whereof is
hereby  acknowledged,  subject to collection,  however, if made by check. In the
event  the  Commencement  Date  occurs  on a day  other  than the first day of a
calendar month, then rent shall be paid on the Commencement Date for the initial
fractional  calendar  month  pro-rated on a per-diem  basis (based upon a thirty
(30) day month), and paid on the Commencement Date.




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     4.2 Additional Monetary  Obligations.  Tenant shall also pay as base rental
(in  addition to tile Basic Annual Rent) all other sums of money as shall become
due and payable by Tenant to Landlord under this Lease.  Landlord shall have the
same  remedies  in the case of a default  in the  payment  of said other sums of
money as are  available  to  Landlord in the case of a default in the payment of
one or more installments of Basic Annual Rent.

     ADDITIONAL  RENT.  All charges  payable by Tenant  other than Base Rent are
called "Additional Rent". Unless this Lease provides otherwise, Tenant shall pay
all;  Additional  Rent when  billed.  The term  "rent"  shall mean Base Rent and
Additional rent.

(a)  "Lease  Year"  shall  mean  any  twelve  month  period   beginning  on  the
Commencement Date or any anniversary thereof during the term of the lease.

(b) "Estimated  Basic Costs" shall mean the projected  amount of Basic costs for
any given Lease Year as estimated by Landlord prior to the  commencement of such
Lease Year.

(c) "Tenant's Proportionate Share" shall mean sixty five percent (35%).
    -----------------------

     LATE  CHARGES.  In the event Tenant shall fail to pay said rent  (including
any additional rental due hereunder) on the due date or within ten ( 10) working
days thereafter, a late charge of ten (10%) percent per- month of the delinquent
rental  shall  be  added  to  said  rental  and  paid to the  Landlord  together
therewith.

5. SECURITY DEPOSIT.  Tenant shall pay to Landlord as a Security  Deposit.  $500
on, or before January 5, 2000,  $500 on or before  February 5, 2000, and $500 on
or before March 5, 2000, for a total of $1,500.

6.  AUTHORIZED  USE.  Tenant  shall use the leased  Premises  for the  following
purpose,  and for no other purpose  whatsoever,  without the written  consent of
Landlord  First had and  obtained:  General  Retail  Tenant  shall not commit or
knowingly  permit any waste of the leased Premises and shall not permit any part
of the leased  Premises  to be used for any  unlawful  purpose.  The Tenant will
comply  with all  applicable  Federal,  State and  local  laws,  ordinances  and
regulations  relating to the leased  Premises  and its use and  operation by the
Tenant.

7.  PROPERTY TAXES.

     7.1 Real Property Taxes. Tenant shall pay thirty five percent (35 %) of the
Real Property Taxes on the Property (and 100% of any fees,  taxes or assessments
against, or as a result of, any tenant improvements installed on the Property by
or for the benefit of Tenant)  during the Lease Term.  Subject to Paragraph  7.3
below,  such payment  shall be made within  fifteen  (15) days after  receipt of
Landlord's  written  statement.  Landlord  shall  reimburse  Tenant for any real
property  taxes  paid by Tenant  covering a any period of time prior to or after
the  Lease  Term.  If  Tenant  fails to pay the real  property  taxes  when due,
Landlord may pay, the taxes and Tenant shall  reimburse  Landlord for the amount
of such tax  payment as  Addition  Rent,  together  with the late  charge  under
Paragraph 4.

     7.2  Definition of "Real Property  Tax".  Real property tax means:  (i) any
fee, license fee.  license tax,  business  license fee.  commercial  rental tax,
levy,  charge,  assessment,  penalty  or tax  imposed by any,  taxing  authority
against the Property;  (ii) any tax on the Landlord's  right to receive,  or the
receipt of rent or income from the Property,  or against Landlord's  business of
leasing,  the Property;  (iii) any tax or charge for fire  protection.  streets.
sidewalks,  road maintenance,  refuse or other services provided to the Property
by any governmental  agency; (iv) any tax imposed upon this transaction or based
upon a re-assessment of the Property due to a change of

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ownership,  as defined by  applicable  law, or other  transfer of all or part of
Landlord's interest in the Property; and (v) any charge or fee replacing any tax
previously  included  within the definition of real property tax. "Real property
tax" does not, however,  include Landlord's federal or state income,  franchises
inheritance or estate taxes.

     7.3 Tax Assessment.  Tenant agrees to pay thirty five percent (35%) of Real
Property Tax assessed to the entire  parcel owned by Landlord.  Tenant shall pay
such share to Landlord  within  fifteen  (15) days after  receipt of  Landlord's
written statement.

     7.4 Personal  Property Tax.

          (i)  Tenant  shall  pay all  taxes  charged  against  trade  fixtures,
          furnishings.  equipment or any other  personal  property  belonging to
          Tenant.  Tenant shall try to have personal  property taxed  separately
          from the Property.

          (ii) If any of Tenant's  personal property is taxed with the Property,
          Tenant shall pay Landlord the taxes for the personal  property  within
          fifteen  (15) days  after  Tenant  receives a written  statement  from
          Landlord for such personal property taxes.

8.    INSURANCE.

8.1 Fire and Casualty Insurance. It shall be the responsibility of the Tenant to
insure his equipment,  furniture,  fixtures and other personal property.  Tenant
shall insure and keep insured his leasehold  improvements  against the perils of
fire, lightning, the "Extended Coverage's",  vandalism and malicious mischief in
an amount  sufficient to provide  recovery of not less than ninety percent (90%)
of the replacement value of the Tenant's leasehold improvements,  such insurance
shall be made payable to Landlord and Mortgagee (if any) as their  interests may
appear.  Tenant shall be  responsible  for any damage to Premises as a result of
forced entry,  into his space or burglary thereof.  Such insurance  provided for
hereunder shall be in a company or companies acceptable to Landlord and shall be
procured and paid for by Tenant and said policy or policies will be delivered to
Landlord. Such insurance may, at Tenant's election, be carried under any General
Blanket  Insurance  Policy of Tenant:  provided.  however,  that a  satisfactory
Certificate of Insurance, together with proof of payment of the premium shall be
deposited with Landlord.

     Upon Landlord's  written request,  Tenant agrees to re-invest all insurance
proceeds  received  from the loss or damage  or  destruction  of said  leasehold
improvements to rebuild said improvements in a manner  satisfactory to Landlord,
regardless  of whether or not Tenant  elects to  terminate  this Lease as herein
provided.  In the event  Tenant  elects to  terminate  this Lease as provided in
Paragraph 16, and providing said leasehold improvements are not rebuilt,  Tenant
does  hereby  assume  all of his  right,  title and  interest  in the  insurance
proceeds covering leasehold improvements to Landlord.

     Landlord shall insure the Premises (as a Basic Cost)  exclusive of Tenant's
leasehold  improvements  against the perils of fire,  lightning,  the  "Extended
Coverage's", vandalism and malicious mischief in an amount sufficient to provide
recovery of not less than ninety percent (90%) of replacement value.

     8.2 Increasing  Insurance Risk on Leased  Premises.  Tenant will not permit
said leased Premises to be used for any purpose which would render the insurance
thereon void or cause cancellation  thereof or the insurance risk more hazardous
or  increase  the  insurance  premiums  in effect at the time just  prior to the
commencement  of the term of this Lease.  Tenant will not keep,  use or sell, or
allow to be kept, used or sold in or about the leased Premises.  any articles or
material which are  prohibited by law or by standard fire insurance  policies of
the kind  customarily in force with respect to premises of the same general type
as those covered by this Lease. Tenant

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further  agrees to pay to the  Landlord on demand,  any  increase  in  insurance
premiums  on the  premises,  resulting  from any cause  whatsoever,  over  those
premiums  in effect at the time just prior to the  commencement  of the terms of
this Lease. A mutual agreement  between Tenant and Landlord must be met prior to
any chance in  insurance  coverage of Landlord  Policy that would  increase  the
payment to the Tenant under this paragraph.

     8.3  Liability  Insurance  and  Property  Insurance.  Tenant  will  pay its
proportionate  share of the Liability  Insurance  and Property  Insurance on the
building. Tenant shall pay such share to Landlord within fifteen (15) days after
receipt of Landlord's written statement.

9. UTILITIES.  Tenant shall pay, directly to the appropriate supplier,  the cost
of oil natural gas, heat, light, power, sewer service,  telephone, water, refuse
disposal and other utilities and services supplied to the Property.  However, if
any services or utilities are jointly metered , with other property, Tenant must
pay Tenant's  proportionate share of the cost of such utilities and services and
Tenant shall pay such share to Landlord, within fifteen (15) days after Landlord
provides Tenant a written receipt of the service or utility,

10.  REPAIR AND CARE OF  BUILDING.  Tenant  agrees to keep the  interior  of the
building aid the  improvement  on the Premises in good  condition and repair and
agrees to pay for all  labor,  materials  and other  repairs  to the  electrical
wiring,  plumbing,  air conditioning and heating,  systems (including spring and
fall servicing, and replacement of filters as recommended by the manufacturers);
and to clean and paint the  interior  of the leased  Premises as the same may or
might be necessary in order to maintain said Premises in a clean, attractive and
sanitary condition.

11. REPAIR OF BUILDING BY LANDLORD. Landlord agrees, for the term of this Lease,
to maintain the roof, in good  condition and to repair any latent defects in the
exterior wall, floor joints,  and  foundations.  Landlord shall again repair any
defects in the plumbing,  electrical, heating and air conditioning systems prior
to date of  occupancy,  as well as any  damage  that might  result  from acts of
Landlord  or  Landlord's  representatives.   Landlord  shall  not,  however,  be
obligated to repair any such damage until  written  notice of the need of repair
shall have been given to Landlord by Tenant, and, after such notice is so given.
Landlord shall have a reasonable time in which to make such repairs.

12.  CONDITION  OF THE  PREMISES.  Tenant  accepts  the leased  Premises  in the
condition  they are in at the time of its taking  possession  of said  Premises,
except for attached  "Landlord's Scope of Work".  Tenant agrees,  if, during the
term of this Lease. Tenant shall change the usual method of conducting Tenant's,
business on the leased  Premises,  or should Tenant  install  thereon or therein
and, new facilities,  or should new laws and  regulations be imposed  concerning
Tenant's  authorized  use,  Tenant will, at the sole cost and expense of Tenant,
make  alterations  or  improvements  in or to the demised  Premises which may be
required to reason of any Federal or State law, or by any  municipal  ordinance,
or regulation applicable thereto.

13. ALTERATION OF BUILDING AND INSTALLATION OF FIXTURES AND OTHER APPURTENANCES.
Tenant may,  with written  consent of  Landlord,  who agrees not to withhold his
consent  unnecessarily,  but  at  Tenant's  sole  cost  and  expense  in a  good
workmanlike  manner, make such alterations and repairs to the leased Premises as
Tenant may require for the conduct of its business without,  materially altering
the basic character of the building or improvements,  or weakening any structure
on the  demised  Premises.  Tenant  shall  have  the  right,  with  the  written
permission  of Landlord,  to erect,  at Tenant's  sole cost,  and expense.  such
temporary  or  permanent  partitions,  including  office  partitions,  as may be
necessary  to  facilitate  the  handling  of  Tenant's  business  and to install
telephone  and  telephone   equipment  and  wiring,  and  electrical   fixtures,
additional lights and wiring and other trade appliances. All installations shall
be done in a good workmanlike manner. Any alterations

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or improvements to the leased  Premises,  including  partitions,  all electrical
fixtures,  lights  and  wiring,  shall at the  option of  Landlord,  become  the
property of Landlord,  at the expiration or sooner termination of this Lease. By
mutual   agreement   Tenant  shall  have  the  right  to  change  any  leasehold
improvements  prior to termination of the Lease.  Should Landlord request Tenant
to remove all or any part of the above mentioned items, Tenant shall do so prior
to the  expiration  of this Lease and repair the  Premises as  described  below.
Temporary  shelves.  bins and  machinery  installed  by Tenant  shall remain the
property of Tenant and may be removed by Tenant at any time: provided,  however,
that all  covenants,  including  rent, due hereunder to Landlord shall have been
complied with and paid. At the  expiration or sooner  termination of this Lease,
or any extension thereof,  Tenant shall remove said shelves, bins and machinery,
and repair, in a good workmanlike manner, all damage done to the leased premises
by such removal.

14. ERECTION AND REMOVAL OF SIGNS. Tenant may, if building policy permits, place
suitable  signs on the leased  Premises for the purpose of indicating the nature
of the business  carried on by Tenant in such Premises:  provided,  however that
such signs  shall be in  keeping,  with other  signs in the  district  where the
leased Premises are located; and provided,  further,  that the location and size
of such signs shall be approved by Landlord prior to their erection. Signs shall
be removed  prior to the  expiration  of this lease and any damage to the leased
Premises  caused by  installation  or  removal  of signs  shall be  repaired  at
expenses  of the  Tenant.  All work  shall be  completed  in a good  workmanlike
manner.

15.  GLASS.  Tenant  agrees to  immediately  replace all glass broken or damaged
during,  the term of this Lease with glass of the same quality as that broken or
damaged.

16. RIGHT OF ENTRY BY LANDLORD.  Tenant shall permit  inspection  of the demised
premises during  reasonable  business hours,  with prior 24 hour notification by
Landlord or Landlord's agents or representatives for the purpose of ascertaining
the  condition of the demised  Premises and in order that Landlord may make such
repairs  as may be  required  to be made b),  Landlord  under  the terms of this
Lease. Thirty (30) days prior to the expiration of this Lease, Landlord may post
suitable  notice on the  demised  Premises  that the same are "For Rent" and may
show the Premises to prospective  tenants at reasonable times with prior 24 hour
notification.  Landlord may not, however,  thereby unnecessarily  interfere with
the use of demised Premises by Tenant.

17.  ASSIGNMENT  AND  SUBLETTING.  Neither  this Lease nor any  interest  tenant
voluntarily or involuntarily,  by operation of law, and neither all nor any part
of the leased Premises shall be sublet by Tenant, without Landlord's permission,
which shall not be unreasonably withheld.

18. DAMAGE OR DESTRUCTION.  If the demised Premises or any part thereof shall be
damaged or destroyed by fire or other  casualty,  Landlord shall promptly repair
all such damage and restore the demised  Premises without expense or interest to
Tenant,  subject to delays due to  adjustment of insurance  claims.  strikes and
other causes beyond  Landlord's  control.  If such damage or  destruction  shall
render the Premises  untenantable  in whole or in part, the rent shall be abated
wholly or  proportionately as the case may be until the damage shall be repaired
the Premises restored.  If the damage or destruction shall be so extensive as to
require the substantial  rebuilding,  i.e, expenditure of fifty percent (50%) or
more of replacement  cost of the building or buildings on the demised  Premises,
Landlord or Tenant may elect to  terminate  this Lease by written  notice to the
other  given  within  thirty  (30)  days  after  occurrence  of such  damage  or
destruction.

         Landlord and Tenant hereby release each other from  responsibility  for
loss or damage  occurring on or to the leased  Premises or the premises of which
they are a part or to the contents of either  thereof,  caused by, fire or other
hazards  ordinarily covered by fire and extended coverage insurance policies and
each waives all rights of

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recover,  against the other for such loss or damage. Willful misconduct lawfully
attributed to either party,  whether in whole or in part a contributing cause of
the casualty  giving rise to the loss or damage,  shall not be excused under the
foregoing release and waiver.

19. INJURIES AND PROPERTY  DAMAGE.  Tenant agrees to indemnify and hold harmless
Landlord  of and from any and all  claims  of any kind or  nature  arising  from
Tenant's use of the demised  Premises during the term hereof.  and Tenant hereby
waives ail claims against  Landlord for damage to goods,  wares,  merchandise or
for  injure,  to persons  in and upon the  Premises  from any cause  whatsoever.
except such as might  result  from the  negligence  of  Landlord  or  Landlord's
representatives  or from  performance  by  Landlord.  Tenant  shall at all times
during  the  te.-m  hereof  keep in effect in  responsible  companies  liability
insurance in the names of and for the benefit of Tenant and Landlord with limits
as  follows:  Bodily  Injurv,  $500,000.00  each  occurrence;  Property  Damage.
$100.000.00;  or in lieu thereof. a combined limit of bodily injury and property
damage liability of not less than $1,000.000.00.

Such insurance may, at Tenant's  election.  be carried under any general blanket
coverage of Tenant.  A renewal  policy  shall be procured not less than ten (10)
days prior to the expiration of any policy.  Each original policy or a certified
copy thereof, or a satisfactory  certificate of the insured evidencing insurance
carried with proof of payment of the premium shall be deposited  with  Landlord.
Tenant  shall have the right to settle and adjust all  liability  claims and all
other claims against the insurance,  companies,  but without subjecting Landlord
to any liability or obligation.

20. SURRENDER OF PREMISES. Tenant agrees to surrender the leased premises at the
expiration,  or sooner termination,  of this Lease, or any extension thereof, in
the same  condition  as when said  Premises  were  delivered  to  Tenant,  or as
altered,  pursuant to the  provisions  of this Lease,  ordinary  wear,  tear and
damage by the  elements  excepted,  and Tenant  shall remove all of its personal
property.

21. HOLDOVER.  Should the Landlord permit Tenant to holdover the leased Premises
of any part thereof.  after the  expiration of the term of this Lease.  then and
unless otherwise agreed in writing, such holding over shall constitute a tenancy
from  month-to-month  only,  and shall in no event be  construed as a renewal of
this Lease and all provisions of this Lease not inconsistent with a tenancy from
month-to-month  shall remain in full force and effect during, the month-to-month
tenancy.  Tenant agrees to give Landlord sixty (60) days prior written notice of
its intent to vacate Premises. Tenant agrees to vacate the premises within sixty
(60) days of this notice.  The rental for the  month-to-month  tenancy  shall be
equal to the Tenants actual rent at that time.

22. QUIET  ENJOYMENT.  If and so long, as Tenant pays the rents reserved by this
Lease and performs and observes all the covenants and provisions hereof,  Tenant
shall quietly enjoy the demised Premises, subject, however, to the terms of this
Lease, and Landlord the demised Premises throughout the terms of this Lease.

23. WAIVER OF COVENANTS.  The failure of any party to enforce the  provisions of
this  Agreement  shall not  constitute a waiver  unless  specifically  stated in
writing,  signed by the pary whose rights are Praised,  regardless  of a party's
knowledge of a breach hereunder.

24.  DEFAULT.  If Tenant  shall make  default in the  fulfillment  of any of the
covenants aid conditions hereof except default in payment of rent, Landlord may,
at its option.  after fifteen (15) days prior notice to Tenant. make performance
for Tenant and for the purpose  advance  such amounts as may be  necessary.  Any
amounts so advance,.  or any expense incurred,  or sum of money paid by Landlord
by reason of the  failure  of Tenant  to comply  with any  covenant.  agreement,
obligation  or  provision  of this Lease.  or in  defending  any action to which
landlord

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may, be  subjected  by reason of any such  failure for any reason of this Lease,
shall be deemed to be additional  rent for the leased  Premises and shall be due
and payable to Landlord on demand. The acceptance by Landlord of any installment
of fixed rent, or of any additional  rent due under this or any, other paragraph
of this lease, shall not be a waiver of any other rent then due nor of the right
to demand the  performance  of any other  obligation  of the  Tenant  under this
Lease.  Interest  shall be paid to Landlord on, all sums advanced by Landlord at
an annual interest rate of ten (10%) percent.

If  Tenant  shall  make  default  in  fulfillment  of any of  the  covenants  or
conditions  of this Lease (other than the  covenants  for the payment of rent or
other  amounts) and any such default shall continue for a period of fifteen (15)
days after written  notice,  then  Landlord may  terminate  this Lease by giving
Tenant written notice of such termination and thereupon, this Lease shall expire
as fully and  completely as if that day were the date  definitely  fixed for the
expiration  of the term of this Lease and Tenant  shall quit and  surrender  the
leased Premises.

25. DEFAULT IN RENT,  INSOLVENCY OF TENANT.  If Tenant shall make default in the
payment of the rent reserved  hereunder,  or any part thereof,  or in making any
other payment  herein  provided  for. and any such default shall  continue for a
period of ten (10) days, or if Tenant shall be legally dismissed therefrom by or
under an  authority  other than  Landlord,  or if Tenant shall file a voluntary,
petition in  bankruptcy  or if Tenant shall file any  petition or institute  any
proceedings  under any  insolvency  of Bankruptcy  Act or any amendment  thereto
hereafter made,  seeking to effect its  reorganization or a composition with its
creditors,  or if in any  proceedings  based  on the  insolvency  of  Tenant  or
relating to bankruptcy proceedings, a receiver or trustee shall be appointed for
Tenant or the leased premises or if any  proceedings  shall be commenced for the
reorganization  of Tenant or if the  leasehold  estate  created  hereby shall be
taken on  execution or by any process of law or if Tenant shall admit in writing
its  inability  to pay its  obligations  generally  as  they  become  due,  then
Landlord.  in addition to any other  rights or remedies it may have,  shall have
the  immediately  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.  Landlord  may elect to
re-enter,  as herein provided,  or Landlord may take possession pursuant to this
Lease and re-let said premises or any part thereof for such term of 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 the exercise of
Landlord's sole discretion may deem advisable with the right to make alterations
and  repairs  to said  premises.  Upon each  such  re-letting,  Tenant  shall be
immediately  liable  for  and  shall  pay  to  Landlord.   in  addition  to  any
indebtedness due hereunder.  the costs and expenses of such re-letting including
advertising costs.  brokerage fees, any reasonable  attorney's fees incurred and
the cost of such alterations and brokerage fees, any reasonable  attorney's fees
incurred and the cost of such  alterations and repairs  incurred by Landlord and
the amount if any, by which the rent  increased  in this Lease for the period of
such  re-letting,  (up to but not beyond  the term of this  Lease)  exceeds  the
amount  agreed  to be paid as rent  for the  premises  for said  period  of such
re-letting.  If Tenant has been  credited  with any rent to be  received by such
re-letting  and such rents  shall not be  promptly  paid to  Landlord by the new
Tenant.  such deficiency shall be calculated and paid monthly by Tenant. No such
re-letting,  or taking possession of the premises by Landlord shall be construed
as an  election  by  Landlord to  terminate  this Lease  unless the  termination
thereof be decreed b%, a court of competent  jurisdiction or stated specifically
by the  Landlord  in  writing  addressed  to  Tenant.  Notwithstanding  any such
re-letting  without  termination,  Landlord may at any time thereafter  elect to
terminate  this Lease for such  previous  breach.  Should  Landlord  at any time
terminate  this lease for any  breach,  in  addition  to any  warrant and defend
Tenant in the enjoyment and peaceful  possession other remedy Landlord may have,
Landlord  may recover  from Tenant all damages  Landlord  may incur by reason of
such breach, including the cost of recovering the premises including attorney 's
fees court costs and storage charges and including the worth at the time of such
termination of the excess,  if any of the amount of rent and charges  equivalent
to rent reserved in the remainder of the stated term, all of which amounts shall
be immediately,  due and payable from Tenant to Landlord. In no event shall this
Lease or any  rights or  privileges  hereunder  be an asset of Tenant  under any
bankruptcy insolvency or reorganization proceedings.

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26. ENFORCEMENT.  In the event either party shall enforce the terms of the Lease
by suit or otherwise,  party at fault shall pay the costs and expenses  incident
thereto, including a reasonable attorney's fee.

27. FAILURE TO PERFORM COVENANT. Any failure on the part of either party to this
Lease to perform any obligation hereby 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 failing to perform, to the extent and for the
period that such continues.

28. RIGHTS OF SUCCESSORS AND ASSIGNS.  The covenants and agreements contained in
this Lease  will  apply to,  inure to the  benefit  of, and be binding  upon the
parties hereto,  their heirs,  distributees,  executors,  administrators,  legal
representatives,  assigns,  and upon their  respective  successors  in  interest
except as expressly, otherwise herein above provided.

29.  TIME.  Time is of the  essence of this Lease and every term,  covenant  and
condition herein contained.

30.  LIENS.  Tenant  agrees not to permit any lien for monies owing by Tenant to
remain  against the leased  premises  for a period of more than thirty (3O) days
following discovery, of the same by Tenant provided. however that nothing herein
contained  shall  prevent  Tenant,  in good  faith  and  for  good  cause,  from
contesting in the courts the claim or claims of any person,  firm or corporation
growing  out  of  Tenant's  operation  of  the  demised  premises  or  costs  of
improvements by Tenant on the said premises,  and the postponement of payment of
such claim or claims,  until such contest shall finally be decided by the courts
shall not be a violation of this Agreement or any covenant  thereof.  Should any
such lien be filed and not  released or  discharged  or action not  commenced to
declare the same invalid within thirty, (30) days after discovery of the same by
Tenant,  Landlord may at Landlord's option (but without any obligation so to do)
pay and  discharge  such lien and may likewise  pay and  discharge  an%,  taxes,
assessments  or other  charges  against  the  leased  premise  which  Tenant  is
obligated to pay and which may or might become a lien on said  premises.  Tenant
agrees to repay any sum so paid by Landlord upon demand  therefore,  as provided
for in paragraph 21 herein.

31.  CONSTRUCTION OF LEASE.  Words of gender used in this Lease shall be held to
include any other  gender,  and words in the  singular  number  shall  beheld to
include the plural when the sense requires.

32. PARAGRAPH  HEADINGS.  The paragraph heading as to the contents of particular
paragraphs  herein,  are inserted only for  convenience and are in not way to be
construed  as part of such  paragraph  or as a  limitation  on the  scope of the
particular paragraph to which they refer.

33. NOTICES.  It is agreed that the legal address of the parties for all notices
required  or  permitted  to be given  hereunder.  or for  purposes  of  billing,
process.  correspondence,  and any other  legal  purposes  whatsoever,  shall be
deemed  sufficient  if given by  communication  in writing by United States mail
postage prepaid and certified and addressed as follows:

If to Landlord. at the following, address:  51 East 400 South Suite 210
                                            Salt Lake City, Utah 84111

If to Tenant, at the following address:     9514 Shellywood Circle
                                            South Jordan, Utah 84095


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14. COMMISSIONS.  Landlord acknowledges the service of InterNet Properties. Inc.
as Real Estate Broker in this  transaction and in consideration of the effort of
said Broker in obtaining Tenant herein, does hereby, agree to pay to said broker
for services rendered,  commissions on the rental of the demised Premises.  Said
Broker  shall be entitled to his  commissions  regardless  of whether or not the
Premises are taken as a result of the exercise of the power of eminent domain or
by an agreement in lieu thereof.

35.  GOVERNING  LAW.  The  terms  of this  agreement  shall be  governed  by and
construed in accordance the state of Utah.

36.  DOCUMENTATION.   The  parties  hereto  agree  to  e\ecute  such  additional
documentation  as may be  necessary or desirable to carry out the intent of this
Agreement.

37.  CONTINGENCY  REGARDING  USE. This Lease is  contingent  upon there being no
restrictions,  covenants,  agreements,  laws, ordinances,  rules or regulations,
which would  prohibit  Tenant from using the above  described  Premises  for the
purposes described herein.

38. INDEMNIFICATION OF LANDLORD.  Tenant as a material part of the consideration
to be rendered to Landlord  under this  Lease,  shall hold  Landlord  exempt and
harmless  from any  damage  or  injury  to any  person,  or  goods,  wares,  and
merchandise  of anv person,  arising  from the use of the  Premises by Tenant or
from the failure of the Tenant to keep the Premises in good condition and repair
as herein provided.

39.  EMINENT  DOMAIN.  If at any time  during  the term of this Lease the entire
Premises or any,  part thereof shall be taken as a result of the exercise of the
power of eminent  domain or by an  agreement in lieu  thereof,  this Lease shall
terminate  as to the part so taken  as of the  date  possession  is taken by the
condemning authority.

     If all or any substantial portion of the Premises shall be taken,  Landlord
may terminate this Lease at its option,  by giving Tenant written notice of such
termination  within thirty (30) day's of such taking. If all or a portion of the
Premises  taken  are  so  substantial  that  Tenant's  use of  the  Premises  is
substantially  impaired,  Tenant may  terminate  this Lease at its  option,  but
giving,  landlord written notice of such termination  within thirty (30) days of
such taking. If neither party terminates this Lease pursuant this Article.  this
Lease  shall  remain in full force and effect,  except that the rent  payable by
Tenant  hereunder  shall  be  reduced  in the  proportion  that  the area of the
Premises so taken bears to the total Premises.

     Landlord  shall be entitled to and Tenant  hereby  assigns to Landlord  the
entire  amount of any award in  connection  with such taking.  Nothing,  in this
Article shall give Landlord any interest in or preclude Tenant from seeking,  on
its own account,  any award  attributable to the taking of personal  property or
trade  mixtures  belonging  to  Tenant,  or for  the  interruption  of  Tenant's
business.

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

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



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42. REVIEW OF DOCUMENTS.  The parties  hereto  represent that they have read and
understand  the terms of this Lease  Agreement,  and that they have sought legal
counsel to the extent deemed  necessary,  in order to protect  their  respective
interests.

43. KEYS & LOCKS.  The Tenant shall not change  locks or install  other locks on
doors without the written consent of the Landlord who agrees not to unreasonably
withhold his consent.  Tenant upon the  termination of the Tenancy shall deliver
to the Landlord  all the keys to the offices,  rooms and toilet rooms which have
been furnished the Tenant.

44. AUCTION,  FIRE OR BANKRUPTCY SALE.  Tenant shall not conduct any auction nor
permit any fire or bankruptcy sale to be held on the Premises.

45. ESTOPPEL CERTIFICATE.

     45.1 Landlord's Right to Estoppel Certificate. Tenant shall, within fifteen
(15) days after  Landlord's  request,  execute and deliver to Landlord a written
declaration in recordable  form:  (1) ratifying  this Lease:  (2) expressing the
Commencement Date and termination date hereof; (3) certifying that this Lease is
in full force and effect and has not been assigned,  modified,  supplemented  or
amended (except by such writing and shall be state (4) that all conditions under
this Lease to be performed by Landlord have been  satisfied;  (5) that there are
no defenses or offsets against the enforcement of this Lease by the Landlord, or
stating those claimed by Tenant;  (6) the amount of advance rental,  if any, (or
none if such is the case) paid by Tenant;  (7) the date to which rental has been
paid: (8) the amount of security  deposited  with  Landlord;  and (9) such other
information  as Landlord may reasonably  request.  Landlord's  mortgage  lenders
and/or purchasers shall be entitled to rely upon such declaration.

     45.2 Effect of Failure to Provide Estoppel Certificate. Tenant's failure to
furnish  any  Estoppel  Certificate  within  fifteen  (15) days  after  request,
therefore  it shall be  conclusively  presumed  that:  (a) this Lease is in full
force and effect without  modification in accordance with the terms set forth in
the request:  (be) that there are no unusual breaches or defaults on the part of
the  Landlord;  and (c) no more  than one (1)  month's  rent  has  been  paid in
advance.

     Landlord  and Tenant  have  signed this Lease at the place and on the dates
specified  adjacent to their  signature below and ave initialed all Riders which
are attached to or incorporated by reference in this Lease.

46.      MISCELLANEOUS.

         1. Upon  execution  of this  Lease and the  receipt  of  $1,600,  to be
credited towards the first ten months rent (Januarv 2000),  Tenant will be given
possession of the premises.

Signed on Nov 16th, 1999                            By     /s/ John Afridi
                                                           ------------------
                                                    John Afridi


Signed on Nov 12th, 1999                            By    /s/ Jason Nunley
                                                          ----------------
                                                   Jason Nunley

CONSULT YOUR  ATTORNEY - This  document  has been  prepared for approval by your
attorney.   No  representation  or  recommendation  is  made  as  to  the  legal
sufficiency,  legal  effect,  or  tax  consequences  of  this  document  or  the
transaction to which it relates. These are questions for your attorney.

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