OFFICE LEASE



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                           BASIC LEASE INFORMATION



                        January 31
Lease Date:            ____________________________, 2001

Landlord:              Courtyard Office Group, L.C.,
                       A Utah Limited Liability Company

Address of Landlord:   3585 North University Avenue
                       Suite 100
                       Provo, Utah 84604

Tenant:                CALI, Inc., A Utah Corporation

Address of Tenant:     3520 North University Avenue, Suite 275
                       Provo,  UT  84604

Section 1.1  Building: Building 5

             Floor:  Garden Level, Units A and B (Suites 100 and 125)

             Rentable Area of Premises:  3951 Square Feet

Section 2.1  Commencement Date:  April 1, 2001
             Expiration Date: January 31, 2003

Section 3.1  Annual Base Rental: April 1, 2001 - January 31, 2002  $45,781.82
                                 February 1, 2002-January 31, 2003 $56,586.81

Section 4.1(a) Tenant's Share (Operating Expenses and Real Estate Taxes:16.99%
               (Estimated to be $2.75 per square foot per year.)

Section 5.2  Available Parking Stalls: Thirteen (13)

Section 26.1 Security Deposit:    $4,578.22

Exhibit C -
Work Letter   Date for Tenant's delivery of:
              Preliminary Drawings:             Received From Tenant
              Final Construction Drawings:      February 14, 2001

        The foregoing Basic Lease Information is hereby incorporated into and
made a part of this Lease.  Each reference in this Lease to any of the Basic
Lease Information shall mean the respective information hereinabove set forth
and shall be construed to incorporate all of the terms provided under the
particular Lease Section or Sections pertaining to such information.

                        LANDLORD:

                            COURTYARD OFFICE GROUP, L.C.
                            A Utah Limited Liability Company

                                  /s/ Douglas A. Nelson
                            By: ____________________________________
                                      Douglas A. Nielson, Member

                        TENANT:

                             CALI, INC.,
                              A Utah Corporation

                                   /s/ Timothy D. Otto
                              By: ___________________________________
                                     Timothy D. Otto, President

                                       /s/ signature illegible
                              Attest:_________________________________

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                                     LEASE


     THIS LEASE is made and entered into this 31st day of January, 2001, by
and between  COURTYARD OFFICE GROUP, L.C., A Utah Limited Liability Company
("Landlord"), and CALI, INC., A Utah Corporation,  ("Tenant").


                                   RECITALS

      A.  Landlord is the owner of a certain parcel of land described in
Exhibit A, attached hereto (the "Land").

      B.  Landlord is the owner of the building specified in the Basic Lease
Information attached hereto and located in the City of Provo, Utah (the
"Building"), which Building is being or has been constructed by Landlord on
the Land. The Building has or will be divided into condominium units pursuant
to the provisions of the Utah Condominium Ownership Act and it is contemplated
that some or all of the units will be sold to third parties

      C.  Tenant desires to lease from Landlord and Landlord desires to lease
to Tenant a certain portion of the Building subject to and upon the terms,
covenants and conditions set forth herein.

      NOW THEREFORE, Landlord and Tenant hereby covenant and agree as follows:


                                  ARTICLE I

                                   PREMISES

      1.1  Upon and subject to the terms, covenants and conditions hereinafter
set forth, Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, those premises (the "Premises") consisting of the area identified on
the floor plan attached hereto as Exhibit B.  The purpose of attached Exhibit
B is to show the approximate location of the Premises in the Building only,
and is not meant to constitute an agreement as to the construction of the
Premises, or the specific location of the common areas or elements thereof or
of the accessways to the Premises or the Building.  The Premises are located
on the floor of the Building that is specified in the Basic Lease Information.
The Building and the Land upon which the Building stands, together with
utilities, facilities, drives, walkways and other amenities appurtenant to or
servicing the Building, are herein sometimes collectively called the "Real
Property."

      1.2  Landlord and Tenant agree that the rentable area of the Premises
has been determined in accordance with Exhibit B attached hereto and is equal
to the square footage specified in the Basic Lease Information, and further
agree that the total rentable area of the Building is 23,269 square feet.


                                  ARTICLE II

                                     TERM

      2.1  The Premises are leased for a term (the "Term") which shall
commence, and Tenant's obligation to pay Rent (as defined in Article III)
pursuant to Article III hereof shall begin on a date (the "Commencement
Date"), which shall be the earlier of (a) the date specified in the Basic
Lease Information, or (b) the day on which Tenant first commences any business
operations in all or any portion of the Premises; provided, however, that if,
on or prior to such date specified in the Basic Lease Information, the
Premises Completion Date (as defined in Section 2.2) has not occurred, then
the following provisions shall apply:  (i) the Commencement Date shall occur
and the payment of Rent shall begin on the earlier of the Premises Completion
Date or the day on which Tenant first commences any business operations in all
or any portion of the Premises; and (ii) neither the validity of this Lease
nor the obligations of Tenant under this Lease shall be affected by such delay
in the Premises Completion Date.  For purposes of this Lease the term
"Expiration Date" shall mean such date specified in the Basic Lease
Information, or such earlier date on which this Lease terminates pursuant to
the terms hereof.  Promptly following the Commencement Date, if the
Commencement Date occurs on a date other than as specified in the Basic Lease
Information, Landlord and Tenant shall execute a written instrument that shall
set forth the Commencement Date and the Expiration Date of the Term of this
Lease.

      2.2  Landlord shall, when construction progress so permits, notify
Tenant in advance of the approximate date on which Landlord's Work (as defined
in Exhibit C attached hereto, the "Work Letter") will be substantially
completed.  The date upon which Landlord's Work in the Premises is
substantially completed shall be the "Premises Completion Date," provided that
if substantial completion of Landlord's Work in the Premises is delayed
because of any Tenant Delay (as defined in the Work Letter), the

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Premises Completion Date shall be deemed to occur on the date when it would
have occurred had there been no such Tenant Delay.  Landlord's Work in the
Premises shall be deemed to be substantially complete when Landlord has
procured a temporary or final certificate of occupancy for the Premises and
Landlord's Work has been substantially performed in accordance with the
provisions of the Work Letter, although minor items of construction,
installation or decoration are not fully completed or minor adjustments remain
to be made, so long as Tenant is able to use the Premises for its business
operations without unreasonable disruption or interference.

                                 ARTICLE III

                        BASE RENT; ADDITIONAL CHARGES

     3.1  Tenant shall pay to Landlord during the Term the annual base rental
specified in the Basic Lease Information (the "Base Rent"), which sum shall be
payable by Tenant in equal consecutive monthly installments on or before the
first day of each month, in advance, at the address specified for Landlord in
the Basic Lease Information, or such other place as Landlord shall designate,
without any prior demand therefor and without any abatement, deductions or
setoff whatsoever. Notwithstanding, Tenant shall pay the entire annual base
rental for the first year of the term of the Lease prior to the Commencement
Date.  If the Commencement Date should occur on a day other than the first day
of a calendar month, or the Expiration Date should occur on a day other than
the last day of a calendar month, then the rental for such fractional month
shall be prorated upon a daily basis based upon a thirty (30) day calendar
month.

     3.2 Tenant shall pay to Landlord all charges and other amounts whatsoever
payable by Tenant to Landlord as provided in this Lease including the Exhibits
hereto (collectively "Additional Charges"), including,  without limitation,
the charges for Real Estate Taxes and Expenses (as defined in Article IV
provided for in Article IV hereof, at the place where the Base Rent is
payable.  Landlord shall have the same remedies for a default in the payment
of Additional Charges as for a default in the payment of Base Rent.  As used
herein, the term "Rent" shall mean the Base Rent and all Additional Charges.

     3.3  If Tenant shall fail to pay any Rent within ten (10) days after the
date the same is due and payable, such unpaid amounts shall be subject to a
late payment charge equal to five percent (5%) of such unpaid amounts in each
instance.  In addition, such unpaid amount shall bear interest at the rate of
eighteen percent (18%) per annum from the date such unpaid amount became due
and payable.  Such charges have been agreed upon by Landlord and Tenant, after
negotiation, as a reasonable estimate of the additional administrative costs
and detriment to Landlord's ability to meet its own obligations relating to
the Building in a timely manner that will be incurred by Landlord as a result
of any such failure by Tenant, the actual costs thereof in each instance being
extremely difficult if not impossible to determine.  Such late payment charge
shall constitute liquidated damages to compensate Landlord for its damages
resulting from such failure to pay and shall be paid to Landlord together with
such unpaid amounts.


                                  ARTICLE IV

                         OPERATING EXPENSES AND TAXES

     4.1 For purposes of this Article IV, the following terms shall have the
meanings hereinafter set forth:

         (a)"Tenant's Share" shall mean the percentage figure specified in the
Basic Lease Information.  Tenant's Share has been computed by dividing the
total rentable area of the Premises (as stated in the Basic Lease Information)
by the total rentable area of the office space in the Building (as stated in
Section 1.2 hereof) and, in the event that either the rentable area of the
Premises (as shall be determined from time to time in accordance with the
provisions of Exhibit B or the total rentable area of the office space of the
Building is changed, Tenant's Share will be appropriately adjusted as of the
effective date of such change; and, as to the Tax Year or Expense Year (as
said terms are hereinafter defined) in which such change occurs, Tenant's
Share shall be determined on the basis of the number of days during such Tax
Year and Expense Year at each such percentage.

         (b)"Tax Year" shall mean each twelve (12) consecutive month period
commencing January 1st of each year, provided that Landlord, upon notice to
Tenant, may change the Tax Year from time to time to any other twelve (12)
consecutive month period and,  in the event of any such change, Tenant's Share
of Taxes (as hereafter defined) shall be equitably adjusted for the Tax years
involved in any such change.

         (c)"Real Estate Taxes" shall mean all taxes, assessments, fees,
impositions and charges levied upon or with respect to all or any part of the
Real Property or any personal property of Landlord used in connection
therewith, the ownership, leasing, operation, management, maintenance,
alteration, repair, rebuilding, use or occupancy of the Building, Landlord's
estate or interest in all or any part of the Real Property or any such
personal property, including the gross receipts from the Real

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Property, or this Lease or any encumbrance thereon, the leasehold estate
created hereby or the rent payable hereunder.  Real Estate Taxes shall
include, without limitation, and whether now existing or hereafter enacted or
imposed, all general real property taxes and general and special assessments
(regardless of the method of valuation utilized by the taxing authority in
determining the amount of any such tax or assessment), all charges, fees or
assessments, whenever arising or paid or payable, for or with respect to
transit, housing, police, fire or other governmental services or purported
benefits to or burdens attributable to all or any part of the Real Property or
any personal property of Landlord used in connection therewith, all service
payments in lieu of taxes, and any tax, fee, imposition or excise on the act
of entering into this Lease or any other lease of space in the Building, or on
the use or occupancy of all or any part of the Real Property, or on the rent
payable under any lease or in connection with the business of renting space in
the Building, that are now or hereafter levied or assessed against Landlord or
any part of the Real Property, by the United States of America, the State of
Utah, the City of Provo and County of Utah, or any political subdivision,
public corporation, district or other political or public entity, and shall
also include any other tax, fee or other excise, however described, that may
now or hereafter be levied or assessed as a substitute for, or as an addition
to, in whole or in part, any other Real Estate Taxes, whether or not now
customary or in the contemplation of the parties on the date of this Lease.
Real Estate Taxes shall not include (i)  taxes paid by Tenant pursuant to
Article XXV hereof or by other tenants or owners, or (ii) franchise, transfer,
inheritance or capital stock taxes or income taxes measured by the net income
of Landlord from all sources, unless, due to a change in method of taxation,
any of such taxes is levied or assessed against Landlord as a substitute for,
or as an addition to, in whole or in part, any other tax that would otherwise
constitute a Real Estate Tax.  Real Estate Taxes shall also include reasonable
legal fees and other costs and disbursements incurred by Landlord in
connection with proceedings to contest, determine or reduce Real Estate Taxes.

         (d)"Expense Year" shall mean each twelve (12) consecutive month
period commencing January 1st of each year, provided that Landlord, upon
notice to Tenant, may change the Expense Year from time to time to any other
twelve (12) consecutive month period, and, in the event of any such change,
Tenant's Share of Expenses (as hereinafter defined) shall be equitably
adjusted for the Expense Years involved in any such change.

         (e)"Expenses" shall mean the total costs and expenses paid or
incurred by Landlord in connection with the management, operation, maintenance
and repair of the Building and the common areas thereof and any other portions
of the Real Property, and in connection with services provided to tenants of
the Building, including, without limitation, (i ) the cost of air
conditioning, electricity, heating, water, mechanical, telephone, ventilating,
elevator systems and all other utilities, including taxes payable in
connection therewith, and the costs of supplies and equipment and maintenance
and service contracts in connection therewith,  (ii) the cost of general
maintenance, cleaning and service contracts, as well as the cost of all
supplies, tools and equipment associated therewith,  (iii) the cost of fire,
extended coverage, sprinkler, public liability, property damage, rent,
earthquake and all other insurance carried by Landlord with respect to the
ownership and operation of the Building,  (iv) wages, salaries and other labor
costs, including taxes relating or incident to employment, insurance,
retirement, welfare, unemployment, medical and other employee benefits of any
nature whatsoever, (v) fees, charges and others costs,  including management
fees, consulting fees, legal fees and accounting fees, of all independent
contractors engaged by Landlord or reasonably charged by Landlord if Landlord
performs management services in connection with the Building, (vi) the cost of
maintenance and operation of the Building and its amenities, including
landscaping and security costs for the Building,  (vii) the fair market rental
value of Landlord's Building management and property manager's office, (viii)
the cost of rentals of capital equipment, (ix) the cost of any capital
improvements made to the Building after completion of its construction as a
labor-saving or energy-saving device or for the purpose of effecting other
economies in the operation or maintenance of the Building, or made to the
Building after the date of this Lease that are required under any governmental
law or regulation that was not applicable to the Building at the time that
permits for construction thereof were obtained, such cost to be amortized over
such reasonable period as Landlord shall determine, together with interest on
the unamortized balance at the rate of five percent (5%) per annum or such
higher rate as may have been paid by Landlord on funds borrowed for the
purpose of constructing such capital improvements, but not in excess of the
maximum rate permitted under applicable law to be charged by Landlord, and,
(x) any other expenses of any other kind whatsoever incurred in good faith in
managing, operating, maintaining and repairing the Building and any other
portions of the Real Property.  The computation of Expenses shall be made in
accordance with generally accepted accounting principles.

     4.2  Tenant shall pay to Landlord as Additional Charges one twelfth
(1/12th) of Tenant's Share of the Real Estate Taxes for each Tax Year or
portion thereof during the Term on or before the first day of each month
during such Tax Year, in advance, in an amount estimated by Landlord in a
writing delivered to Tenant; provided that Landlord shall have the right to
revise such estimates from time to time and Tenant shall thereafter make
payments hereunder on the basis of such revised estimates.  With reasonable
promptness after Landlord has received the tax bills for any Tax Year,
Landlord  shall furnish Tenant with a statement ("Landlord's Tax Statement")
setting forth the actual amount of Real Estate Taxes for such Tax Year, and
Tenant's Share thereof.  If Tenant's Share of the actual Real Estate Taxes for
such Tax Year exceeds the estimated Real Estate  Taxes paid by tenant for such
Tax Year, Tenant shall pay to Landlord (whether or not this Lease has
terminated) the difference between the amount paid by Tenant

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and Tenant's Share of the actual Real Estate Taxes within fifteen (15) days
after the receipt of Landlord's Tax Statement; and if the total amount of
estimated Real Estate Taxes paid by Tenant for such Tax Year exceed Tenant's
Share of the actual Real Estate Taxes for such Tax Year, such excess shall be
credited against the next installments of Real Estate Taxes due from Tenant to
Landlord hereunder (or in the event this Lease has terminated, shall be
refunded by Landlord to Tenant subject to Landlord's rights to offset such
excess against the amount of any damage or loss suffered by Landlord on
account of Tenant's default).

     4.3 Tenant shall pay to Landlord as Additional Charges one twelfth
(1/12th) of Tenant's Share of the Expenses for each Expense Year on or before
the first day of each month of such Expense Year, in advance, in an amount
estimated by Landlord in a writing delivered to Tenant; provided that Landlord
shall have the right to revise such estimates from time to time and Tenant
shall thereafter make payments hereunder on the basis of such revised
estimates.  With reasonable promptness after the expiration of each Expense
Year, Landlord shall furnish Tenant with a statement ("Landlord's Expense
Statement"), certified by an independent certified public accountant, setting
forth in reasonable detail the Expenses for such Expense Year, and Tenant's
Share of such Expenses.  If Tenant's Share of the actual Expenses for such
Expense Year exceeds the estimated Expenses paid by Tenant for such Expense
Year, Tenant shall pay to Landlord (whether or not this Lease has terminated)
the difference between the amount of estimated Expenses paid by Tenant and
Tenant's Share of the actual Expenses within fifteen (15) days after the
receipt of Landlord's Expense Statement: and if the total amount of estimated
Expenses paid by Tenant for such Expense Year exceeds Tenant's Share of the
actual Expenses for such Expense Year, such excess shall be credited against
the next installments of Expenses due from Tenant to Landlord hereunder (or in
the event this Lease has terminated, shall be refunded by Landlord to Tenant
subject to Landlord's rights to offset such excess against the amount of any
damage or loss suffered by Landlord on account of Tenant's default).

     4.4 If the Commencement Date shall occur on a date other than the first
day of a Tax Year and/or Expense Year, Tenant's Share of Real Estate Taxes and
Expenses for the Tax Year and/or Expense Year in which the Commencement Date
occurs shall be in the proportion that the number of days from and including
the Commencement Date to and including the last day of the Tax and/or Expense
Year in which the Commencement Date occurs bears to 365.  In such event,
Landlord shall deliver to Tenant on or about the Commencement Date a written
notice setting forth Landlord's estimate of Tenant's Share of Real Estate
Taxes and Expenses for the remainder of such Tax Year and Expense Year, and
the monthly payment of Tenant's Share of Real Estate Taxes and Expenses for
the remainder (as measured from the Commencement Date) of the then current Tax
Year and Expense Year, and the monthly payment of Tenant's Share of Real
Estate Taxes and Expenses for the remainder of such Tax Year and Expense Year
shall be equal to Tenant's Share  multiplied by a fraction, the denominator of
which shall be the number of full months remaining from the Commencement Date
to the end of the current Tax Year and Expense Year and the numerator of which
shall be one (1).  The first monthly payment of Tenant's Share shall be paid
on the Commencement Date, if such date is the first day of a month, and
otherwise shall be paid on the first day of the month following the
Commencement Date, in which event such first monthly payment shall also
include a prorated payment for the number of days from the Commencement Date
to the first day of each month following the Commencement Date.  Similarly, if
the Expiration Date shall occur on a date other than the last day of a Tax
Year and/or Expense Year, Tenant's Share of Real Estate Taxes and Expenses for
the Tax Year and/or the Expense Year in which the Expiration Date occurs shall
be in the proportion that the number of days from and including the first day
of the Tax Year and/or Expense Year in which the Expiration Date occurs to and
including the Expiration Date bears to 365.

     4.5  Only Landlord shall have the right to institute tax reduction or
other proceedings to reduce the assessed valuation of the Land or the
Building, provided that Landlord shall institute such proceedings when
requested to do so by the tenants of not less than 50% of the rentable square
footage area of the Building.  Should Landlord be successful in any such
reduction proceedings and obtain a rebate for periods during which Tenant has
paid Tenant's Share of Real Estate Taxes, Landlord shall, after deducting its
expenses, including without limitation reasonable attorneys' fees and
disbursements, pay Tenant's Share of such rebate to Tenant (prorated for any
partial year if appropriate).

     4.6  Landlord's failure to prepare and deliver any tax bill, notice or
statement provided for in this Article IV, or Landlord's or Tenant's failure
to make a demand, shall not cause Landlord or Tenant, as the case may be, to
forfeit or surrender its right to collect any amount which may become due to
it under this Article.


                                  ARTICLE V

                     USE OF PREMISES; CONDUCT OF BUSINESS

     5.1  Tenant shall use and continuously occupy the Premises during the
Term of this Lease solely for general office purposes and for no other use
without the prior written consent of Landlord.

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     5.2  Tenant shall not use or occupy, or permit the use or occupancy of,
the  Premises or any part thereof for any use other than the use specifically
set forth in Section 5.1 hereof, or in a manner that would conflict with the
provisions of Article X or Section 15.4 hereof or that, in Landlord's
judgment, would adversely affect or interfere with any services required to be
furnished by Landlord to Tenant or to any other tenant or occupant of the
Building, or with the proper and economical provision of any such service, or
with the use or enjoyment of any part of the Building by any other tenant or
occupant thereof, or that would conflict with or violate any permit, special
restriction or certificate of occupancy or completion required, recorded or
issued for the Premises or any other part of the Building.  Tenant, and its
associates, agents, employees, customers, visitors and invitees shall not
occupy, at any time, more motor vehicle parking stalls than the number set
forth in the Basic Lease Information (Available Parking Stalls).

     5.3  Tenant shall not do anything or permit anything to be done or to
exist in or about the Premises which shall (a) be in conflict with any laws,
ordinances, or governmental regulations, or (b) subject Landlord to any
liability or responsibility for injury to any person or property by reason of
any business operation or other activity being conducted in the Premises or
any condition of or in the Premises.


                                  ARTICLE VI

                        COMMON AREAS; BUILDING CHANGES

     6.1 The manner in which the common areas of the Real Property are
maintained and operated and the expenditures therefore shall be at the sole
and absolute discretion of Landlord, and the use of such areas and any
facilities in connection therewith shall be subject to the Rules and
Regulations (as defined in Article XXIII).  The term "common areas" as used
herein shall mean the pedestrian sidewalks, and open spaces, truckways,
delivery areas, and stairs not contained in any of the leased areas of the
Building, and all other areas or improvements that may be provided by Landlord
for the convenience and use of the tenants of the Building and their
respective agents, employees, customers, invitees, and any other licensees and
invitees of Landlord.  Landlord reserves the right, from time to time, to
utilize portions of the common areas for entertainment, displays, or such
other uses that, in Landlord's judgment, tend to promote the character or
attractiveness of the Building.

     6.2  Landlord hereby reserves the right to its sole and absolute
discretion, at any time from time to time, without same constituting an actual
or constructive eviction, to make alterations, additions, repairs, or
improvements to or in, or decrease the size or area of, all or any part of the
Building, the fixtures and equipment, therein, the heating, ventilation, air
conditioning, plumbing, electrical, mechanical, fire protection, life safety,
and other systems of the Building (the "Building Systems"), the common areas
and all other parts of the Real Property, and to change arrangement and/or
location of entrances or passageways, doors and doorways, corridors,
elevators, stairs, toilets and other public parts of the Building.


                                 ARTICLE VII

                    TENANT'S PROPERTY AND TENANT'S CHANGES

     7.1  Except as provided in Section 7.2, all fixtures, equipment,
improvements, appurtenances and other property attached to or built into the
Premises at the commencement of or during the Term, whether or not pursuant to
the Work Letter and whether or not at the expense of Tenant, and any
replacements thereof whether or not at the expense of Tenant, shall be and
remain a part of the Premises, shall be deemed the property of Landlord and
shall not be removed by Tenant, except as hereinafter in this Article VII
expressly provided.

     7.2  All furniture, furnishings and other articles of movable personal
property installed in the Premises by or for the account of Tenant, without
expense to Landlord, and which can be removed without structural or other
material damage to the Building or the Premises (all of which are herein
called "Tenant's Property") shall be and remain the property of Tenant and may
be removed by it at any time during the Term; provided that if any of Tenant's
Property is removed, Tenant or any party or person entitled to remove it shall
repair or pay the cost of repairing any damage to the Premises or to the
Building resulting from such removal, which obligation to perform or pay for
such repairs shall survive the termination of this Lease.  Any equipment or
other property for which Landlord shall have granted any allowance or credit
to Tenant or which is a replacement for such items originally provided by
Landlord at Landlord's expense shall not be deemed to have been installed by
or for the account of Tenant without expense to Landlord, and shall not be
considered Tenant's Property.

     7.3  At or before the Expiration Date of this Lease, Tenant shall remove
from the Premises all of Tenant's Property except such items as the parties
shall have agreed are to remain and to become the property of Landlord, and if
Landlord so requests, Tenant shall also remove any Non-Building Standard Work
(as defined in the Work Letter) and any additional work or alterations
installed by Tenant pursuant to

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Section 7.4 or Section 15.6 or otherwise.  In each instance, Tenant at its
sole cost and expense shall repair any damage to the Premises or the Building
resulting from such removal.  Tenant's obligations under this Section 7.3
shall survive the termination of this Lease.  Any other items of Tenant's
Property which shall remain in the Premises after the Expiration Date of this
Lease and after thirty (30) days written notice, may, at the option of
Landlord, be deemed abandoned and in such case may either be retained by
Landlord as its property or be disposed of, without account- ability, at
Tenant's expense in such manner as Landlord may see fit.

      7.4  Tenant shall make no alterations, installations,  additions or
improvements (collectively "Tenant's Changes") in or to the Premises without
Landlord's prior written consent, which consent shall not be unreasonably
withheld.  No Tenant's Changes shall require Landlord to do any work or expend
any sums, whether pursuant to any applicable law, code or regulation or
otherwise, for or with respect to the Premises or any other part of the Real
Property, nor result in the loss of any rentable area or any amenities of the
Building or otherwise adversely affect any economies in the operation of the
Building.  All Tenant's Changes shall be done at Tenant's expense, in
accordance with plans and specifications approved by Landlord, only by such
contractors or mechanics as are approved by Landlord in conformity with the
requirements of Section 8.2(c) and (e) hereof, and subject to all other
conditions which Landlord may in its sole and absolute discretion impose.  Any
proposed Tenant's Changes to or affecting any of the Building Systems must be
either designed by or approved by Landlord's Building engineer.  Tenant shall
reimburse Landlord for Landlord's reasonable costs and expenses incurred in
connection with any proposed Tenant's Changes, including without limitation
any fees charged by Landlord's architect or Building engineer in connection
with the preparation or review of any plans and specifications for any
proposed Tenant's Changes, within five (5) days after demand therefor by
Landlord.


                                 ARTICLE VIII

                           MAINTENANCE AND REPAIRS

      8.1  Landlord shall maintain and repair the Building shell and the
Building Systems (exclusive of connections thereto installed in the Premises
by or for Tenant which are Non-Building Standard Work), provided that Tenant
shall be obligated to reimburse Landlord upon demand for the costs of such
repair or maintenance if necessitated or occasioned by the acts, omissions or
negligence of Tenant or any person or entity claiming through or under Tenant,
or any of their servants, employees, contractors, agents, customers, visitors
or licensees, or by the use or occupancy of the Premises by Tenant, or by
reason of any Non-Building Standard Work or any Tenant's Changes, reasonable
wear and tear excepted.

      8.2  All repairs and replacements made by or on behalf of Tenant or any
person or entity claiming through or under Tenant shall be made and performed
(a) at Tenant's cost and expense, (b) by contractors or mechanics approved by
Landlord, which approval shall not be unreasonably withheld, (c) using
equipment and materials which will not impair or otherwise adversely affect or
interfere with the operation, performance or reliability of any of the
Building Systems or with the use and occupancy of the common areas of the
Building or the premises of any other tenant of the Building, (d) so that same
shall be at least equal in quality, value, and utility to the original work or
installation, and (e) in accordance with the Rules and Regulations and with
all Legal Requirements (as defined in Article X).

                                  ARTICLE IX

                                    LIENS

     Tenant shall keep the Premises free from any liens arising out of
Tenant's Changes and any other work performed, material furnished or
obligations incurred by or for Tenant or any person or entity claiming through
or under Tenant.  In the event that Tenant shall not, within ten (10) days
following the imposition of any such lien, cause same to be released of record
by payment or posting of a proper bond, Landlord shall have, in addition to
all other remedies provided herein and by law, the right but not the
obligation to cause same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien.  All reasonable sums
paid by Landlord and all reasonable expenses incurred by Landlord in
connection therewith (including without limitation reasonable attorneys' fees)
shall be payable to Landlord by Tenant on demand.  Landlord shall have the
right at all times to post and keep posted on the Premises any notices
permitted or required by law, or that Landlord shall deem proper, for the
protection of Landlord, and all or any part of the Real Property, and any
other party having an interest therein, from mechanics' and materialmen's
liens.  Tenant shall give Landlord at least five (5) business days' prior
written notice of commencement of any repair or construction on the Premises.

                                      6
<PAGE>


                                  ARTICLE X


                             COMPLIANCE WITH LAWS

     Tenant shall not use or occupy, or permit the use or occupancy of, the
Premises in a manner that would violate any Legal Requirements.  Tenant, at
Tenant's cost and expense, shall comply with all Legal Requirements that shall
impose any duty upon Tenant with respect to the Premises or the use or
occupancy thereof, except that Tenant shall not be required to make any
alterations to the Building shell or the Building Systems in order to comply
therewith unless such alterations shall be necessitated or occasioned, in
whole or in part, by Non-Building Standard Work or Tenant's Changes or by the
acts, omissions or negligence of Tenant or any person or entity claiming
through or under Tenant, or any of their servants, employees, contractors,
agents, customers, visitors or licensees, or the use or occupancy or manner of
use or occupancy of the Premises by Tenant.  The term "Legal Requirements"
shall mean all laws, statutes, codes, acts, ordinances, orders, judgments,
decrees, injunctions, rules, regulations, permits, licenses, authorizations,
directions, restrictions and requirements of and agreements with all courts
and governmental authorities now or hereafter in effect and applicable to the
Real Property or any part thereof, or any of the adjoining sidewalks, streets
or ways.

                                  ARTICLE XI

                                SUBORDINATION

      11.1  This Lease is subject and subordinate to all existing mortgages
and deeds of trust encumbering the Building.

      11.2  This Lease shall be subject and subordinate at all times to:  (a)
all ground leases or underlying leases that may hereafter be executed
affecting the Real Property, and (b) the lien of any mortgages or deeds of
trust that may now exist or hereafter be executed in any amount for which the
Real Property,  underlying leases, Building rentals, or Landlord's interest or
estate in any of said items is specified as security.  Landlord shall use its
best efforts to secure in any such mortgages or deeds of trust and in any such
other ground leases or underlying leases a covenant on the part of the
mortgagees, beneficiaries or ground or underlying lessors thereunder to
recognize the interest of Tenant under this Lease in the event of any
foreclosure or conveyance in lieu of foreclosure, if at the time of any such
event Tenant is not then in default hereunder.

      11.3  Notwithstanding any recognition of this Lease by any mortgagees,
beneficiaries, or ground or underlying lessors pursuant to Section 11.1, (i)
Tenant's interest under this Lease shall nevertheless be subject to the rights
of such mortgagees or beneficiaries or ground or underlying lessors or Ground
Lessor to insurance and condemnation proceeds with respect to the Real
Property, (ii) any such recognition of Tenant's interest under this Lease
shall not result in any liability or responsibility on the part of any such
mortgagees, beneficiaries or ground or underlying lessors, for any past
defaults of Landlord, the prepayment of any Rent by Tenant, any claim or
setoff that Tenant may have against Landlord, or any obligations of Landlord
with respect to the construction of the Building or the Premises, or any part
thereof, and (iii) no amendment of this Lease shall be binding on any such
mortgagees or beneficiaries or ground or underlying lessors or Ground Lessor
without such party's written consent.

      11.4  In the event that any ground lease or underlying lease terminates
for any reason or any mortgage or deed of trust is foreclosed or a conveyance
in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding
any subordination of any ground lease, underlying lease or lien to this Lease,
attorn to and become the tenant pursuant to the terms of this Lease of the
successor in interest to Landlord at the option of such successor in interest.

      11.5  The provisions of this Article XI shall be self-operative and no
further instrument shall be required.  Tenant covenants and agrees, however,
to execute and deliver, promptly upon demand by Landlord and in the form
requested by Landlord, any additional documents evidencing the lien of any
such mortgages or deeds of trust.


                                 ARTICLE XII

                          ASSIGNMENT AND SUBLETTING

      12.1  Neither Tenant, nor any other person or entity which at any time
uses or occupies, or holds any interest in this Lease with respect to, all or
any part of the Premises, whether acquired directly or indirectly from Tenant,
including without limitation any subtenant or subassignee of any type, and any
person or entity acquiring any interest of Tenant or any such other person or
entity under this Lease pursuant to any foreclosure sale or conveyance in lieu
thereof (collectively "Transferor"), shall directly or indirectly, voluntarily
or by operation of law, sell, assign, encumber, pledge or otherwise transfer
or hypothecate all or any part of its interest in or rights with respect to
the premises or its leasehold or subleasehold estate (collectively,
"Assignment"), or permit all or any portion of the Premises to be

                                      7
<PAGE>

occupied by anyone other than itself or sublet all or any portion of the
Premises (collectively, "Sublease"), without Landlord's prior written consent,
which consent shall not be unreasonably withheld, in each instance as provided
hereinbelow, and each Transferor's leasehold estate shall consist only of the
right to use and occupy the Premises (or the portion thereof covered by a
Sublease) for its own purposes during the term of its leasehold estate.

      12.2  If Tenant or any other Transferor desires at any time to enter
into an Assignment or a Sublease, it shall first give written notice to
Landlord of its intention to do so (the "Notice of Proposed Transfer"), which
notice shall contain (a) the name of the proposed assignee, subtenant or
occupant (collectively "Transferee"),  (b) the nature of the proposed
Transferee's business to be carried on in the Premises,  (c) the terms and
provisions of the proposed Assignment or Sublease, and (d)  the most recent
financial statement or other equivalent financial information concerning the
proposed Transferee.  In addition, Tenant shall provide to Landlord such other
financial information as Landlord may request concerning the proposed
Transferee.

      12.3  If Landlord consents to any Sublease or Assignment as set forth in
subsection 12.1:

         (a)  Tenant or other Transferor may thereafter within ninety (90)
days after Landlord's consent enter into such Assignment or Sublease, but only
with the party and upon the specific terms and conditions set forth in the
Notice of Proposed Transfer;

         (b)  Such Sublease or Assignment shall be subject to and in full
compliance with all of the terms and provisions of this Lease; and Landlord's
consent to such Sublease or Assignment shall not be construed as a consent to
any terms thereof which are inconsistent or in conflict with any of the
provisions of this Lease unless and only to the extent that Landlord in such
consent specifically agrees in writing to be bound by such inconsistent or
conflicting terms.

      12.4  No consent by Landlord to any Assignment or Sublease by Tenant or
other Transferor shall relieve Tenant or other Transferor of any obligation to
be performed by Tenant or such Transferor under this Lease, whether arising
before or after the Assignment or Sublease, including without limitation the
obligation to obtain Landlord's express written consent to any other
Assignment or Sublease.  Any Assignment or Sublease that is not in compliance
with this Article XII shall be void and, at the option of Landlord, shall
constitute a material default by Tenant under this Lease.  The acceptance of
any Rent by Landlord from a proposed Transferee shall not constitute consent
to such Assignment or Sublease by Landlord or a recognition of any Transferee
or a waiver by Landlord of any failure of Tenant or other Transferor to comply
with this Article XII.

      12.5  Any direct or indirect sale or other transfer of a majority of the
voting stock of Tenant or other Transferor, if Tenant or such Transferor is a
corporation, or any direct or indirect sale or other transfer of a majority of
the general partnership interests in Tenant or other Transferor, if Tenant or
other Transferor is a partnership, whether any such sale or transfer shall
occur as the result of any single transaction or event or any series of
transactions or events, shall be an  Assignment for purposes of this Article
XII if this Lease constitutes all or substantially all of the real estate
assets of Tenant or other Transferor.  In addition, any direct or indirect
sale or other transfer, including by merger or consolidation, of all or a
substantial part of the assets of Tenant or other Transferor to another person
or entity, shall constitute an Assignment for purposes of this Article XII.
As used in this Section 12.5, the term "Transferor" shall also mean any entity
which has guaranteed Tenant's or other Transferor's obligations under this
Lease, and the prohibitions hereof shall be applicable to any direct or
indirect sales or transfers of the stock, partnership interests or assets of
said guarantor to the same extent as if such guarantor were the Tenant
hereunder.

      12.6  Each Transferee, other than Landlord, shall assume all obligations
of Tenant under this Lease and shall be and remain liable jointly and
severally with Tenant for the payment of Rent, and for the performance of all
of the terms, covenants, conditions and agreements herein contained on
Tenant's part to be performed for the Term; provided, however, that without
limiting the obligations of Tenant under this Lease the Transferee shall be
liable to Landlord for Rent only in the amount set forth in the Assignment or
Sublease unless otherwise agreed by the parties thereto.  No Assignment shall
be binding on Landlord unless Tenant or other Transferor or Transferee shall
deliver to Land lord a counterpart of the Assignment and an instrument in
recordable form that contains a covenant of assumption by such Transferee
satisfactory in substance and form to Landlord and consistent with the
requirements of this Section 12.6, but the failure or refusal of such
Transferee to execute such instrument of assumption shall not release or
discharge such Transferee from its liability as set forth above.  Tenant or
other Transferor shall reimburse Landlord on demand for any costs that may be
incurred by Landlord in connection with any proposed Assignment or Sublease,
including without limitation the costs of making investigations as to the
acceptability of the proposed Transferee and legal costs incurred in
connection with the granting of any requested consent.  If Landlord shall
exercise any of its options under subsections 12.3(a) or (b), Transferor shall
indemnify, defend and hold harmless Landlord against and from any and all
loss, liability, damage, cost and expense (including without limitation
reasonable attorneys' fees and disbursements) resulting from any claims that
may be made against Landlord by the proposed Transferee or by any party
engaged or retained by Tenant or other Transferor or the proposed Transferee
in connection with any

                                      8

<PAGE>

proposed Assignment or Sublease, including without limitation any real estate
brokers, agents or sales personnel.


                                 ARTICLE XIII

                                 DESTRUCTION

      13.1  If the Premises shall be damaged by fire or other casualty and the
resulting loss is fully insured against by any fire and extended coverage
insurance policy covering the Building which Landlord may elect to carry, and
if Tenant shall give prompt notice to Landlord of such damage, Landlord, at
Landlord's expense, shall repair such damage; subject, however, to the
provisions of Section 13.2 and provided that Landlord shall have no obligation
to repair any damage to or to replace Tenant's Property or any other property
or effects of Tenant.  Except as otherwise provided in this Article XIII, if
the entire Premises shall be rendered untenantable by reason of any such
damage and Tenant is not occupying and using any part thereof, the Rent shall
abate for the period from the date of such damage to the date when Landlord
shall have completed its repair of the Premises, and if only a part of the
Premises shall be rendered untenantable, the Rent shall abate for such period
in the proportion that the area of the part of the Premises so rendered
untenantable bears to the total area of the Premises, but only to the extent
that such untenantability materially interferes with the conduct of Tenant's
business on the unaffected portion of the Premises; provided, however, if,
prior to the date when Landlord shall have completed all of its repairs to the
Premises, all or any part of the Premises with respect to which the Rent
abates as provided above shall be repaired by Landlord or shall be used or
occupied by Tenant or any person or persons claiming through or under Tenant
or shall cease to cause such material interference, then the Rent attributable
to the Premises or such part thereof shall be reinstated on the date of any
such use, occupancy or tenantability, or cessation of interference.

      13.2  Notwithstanding the provisions of Section 13.1 hereof, if, prior
to or during the Term (a) the Premises shall be totally damaged or rendered
wholly untenantable by fire or other casualty, or (b) the Building shall be so
damaged by fire or other casualty that substantial alteration, demolition or
reconstruction of the Building shall be required (whether or not the Premises
shall have been damaged), then, in either of such events, Landlord, at
Landlord's option, may give to Tenant, within ninety (90) days after such fire
or other casualty, a thirty (30) days' notice of termination of this Lease
and, in the event such notice is given, this Lease shall terminate upon the
expiration of such thirty (30) days; and the Rent shall be apportioned as of
such date and any prepaid Rent, or any portion thereof, for any period after
such date shall be refunded by Landlord to Tenant.

      13.3  Landlord and Tenant shall each obtain and maintain, throughout the
Term, in any casualty insurance policies carried by such party covering any
part of the Real Property, the Premises, or the contents therein, including
Tenant's Property, a waiver of all rights of subrogation which the insurer of
one party might have against the other party, which waiver shall be effective
so long as a corresponding waiver is carried by the other party in its
policies.  In further implementation of the foregoing, each party hereby
waives (a) any obligation on the part of the other party to make repairs
necessitated or occasioned by fire or other casualty that is an insured risk
under such policies, and (b) any right of recovery against the other party,
any other permitted occupant of the Premises, and any of their servants,
employees, agents or contractors, for any loss occasioned by fire or other
casualty that is an insured risk under such policies.  If such waiver of
subrogation can be obtained under any such policy of insurance only upon
payment of an additional premium and the party benefiting from such waiver
shall not pay such additional premium on demand, or if such waiver cannot be
obtained upon other conditions acceptable to the party benefiting from such
waiver, then the party benefiting from such waiver shall be deemed to have
agreed that the other party shall be released from all of its foregoing
obligations and waivers under this Section 13.3.  Except to the extent
expressly provided in this Section 13.3 hereof, nothing contained in this
Lease shall relieve Tenant of any liability to Landlord or to its insurance
carriers which Tenant may have under law or under the provisions of this Lease
in connection with any damage to the Premises or the Building by fire or other
casualty.

      13.4  Notwithstanding any other provisions of this Article XIII, if any
such damage is due to the act or negligence of Tenant, any person claiming
through or under Tenant, or any of their servants, employees, agents, or
contractors, then there shall be no abatement or apportionment of Rent by
reason of such damage, except to the extent that Landlord is reimbursed for
such abatement or apportionment of Rent pursuant to any rental interruption
insurance policies that Landlord may, in its sole discretion, elect to carry,
and only if such reimbursement does not result in a premium increase to
Landlord by reason of unfavorable claims experience.

                                 ARTICLE XIV

                                EMINENT DOMAIN

      14.1  As used herein, the term "Taking" shall mean a permanent or
temporary condemnation or taking of all or any portion of the Premises or the
Building in any manner for public or quasi-public use,

                                      9
<PAGE>

including but not limited to a conveyance or assignment in lieu of a
condemnation or taking.  Except as otherwise provided in Section 14.4:

         (a)  If a Taking covers the entire Premises, this Lease shall
automatically terminate as of the earlier of the date of the vesting of title
or the date of dispossession of Tenant as a result of such Taking.

         (b)  If a Taking covers only a part of the Premises, this Lease shall
automatically terminate as to the portion of the Premises so taken as of the
earlier of the date of the vesting of title or the date of dispossession of
Tenant as a result of such condemnation or Taking.

         (c)  If a Taking covers such portion of the Building so as to
require, in the opinion of Landlord, a substantial alteration or
reconstruction of the remaining portions thereof, this Lease may be terminated
by Landlord, as of the earlier of the date of the vesting of title or the date
of dispossession of the owner or tenant of the portion of the Building so
taken, by written notice to Tenant within sixty (60) days following notice
from the condemning authority to Landlord of the date on which said vesting or
dispossession will occur.

         (d)  If a substantial portion of the Premises is taken so as to
render the remaining portion untenantable and unusable by Tenant, this Lease
may be terminated by Tenant as of the earlier of the date of the vesting of
title or the date of dispossession of Tenant as a result of such Taking, by
written notice to Landlord.

      14.2  Except as otherwise provided in Section 14.4, Landlord shall be
entitled to the entire award in any Taking, including, without limitation, any
award made for the value of the leasehold estate or any other rights of Tenant
created by or existing under this Lease.  No award for any partial, temporary
or entire Taking shall be apportioned, and Tenant hereby assigns to Landlord
any award that may be made in such Taking, together with any and all rights of
Tenant now or hereafter arising in or to same or any part thereof; provided,
however, that nothing contained herein shall be deemed to give Landlord any
interest in or to require Tenant to assign to Landlord any award made to
Tenant specifically and separately for its relocation expenses, the taking of
Tenant's Property, or the interruption of or damage to Tenant's business.

      14.3  In the event of a Taking that does not result in a termination of
this Lease as to the entire Premises, then except as otherwise provided in
Section 14.4 the Rent shall abate in proportion to the portion of the Premises
covered by such Taking, but only to the extent that such Taking materially
interferes with the conduct of Tenant's business on the remaining portion of
the Premises.

      14.4  Notwithstanding any other provision of this Article XIV, if a
Taking occurs with respect to all or any portion of the Premises for a limited
period of time, this Lease shall remain unaffected thereby and Tenant shall
continue to pay in full all Rent.  In the event of any such temporary Taking,
Tenant shall be entitled to receive that portion of any award which represents
compensation for the use of occupancy of the Premises during the Term, and
Landlord shall be entitled to receive that portion of any award which
represents the cost of restoration of the Premises and the use and occupancy
of the Premises after the end of the Term.

                                  ARTICLE XV

                                  UTILITIES

      15.1  Tenant shall pay for all fuel and electric current required for
the heating, air conditioning, and ventilation systems required for the use
and occupancy of the Premises.  Tenant shall provide all janitorial services
for the Premises.  Landlord shall provide water for lavatory and drinking
purposes.

      15.2  In the event any governmental authority promulgates or revises any
statute, ordinance or building, fire or other code or imposes mandatory
controls or guidelines on Landlord or the Building or any part thereof,
relating to the use or conservation of energy, water, gas, light or
electricity or the provision of any other utility or service provided with
respect to this Lease, Landlord may, in its sole and absolute discretion, take
any action necessary to comply with such mandatory controls or guidelines,
including making alterations to the Building.  Such compliance and the making
of such alterations shall in no event entitle Tenant to any damages, relieve
Tenant of the obligation to pay the full Rent reserved hereunder or to perform
each of its other covenants hereunder or constitute or be construed as a
constructive or other eviction of Tenant.

     15.3  Without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, Tenant shall not:  (a) connect any electrical
equipment to the Building's electricity distribution system other than
customary lamps, typewriters and other small office machines which consume
comparable amounts of electricity, or use any electrical equipment that
exceeds the capacity of the electrical Building System; (b) connect any
apparatus, machine or device with water pipes or electrical current (except in
the case of electric current, through existing electrical outlets in the
Premises), for the purpose of using water or electric current; or (c) maintain
an electrical load at any time in excess of 2.25

                                      10
<PAGE>

watts per square foot of rentable area of the Premises.  Landlord shall have
the right at any time to install an electric current meter in the Premises to
measure the amount of electric current consumed on the Premises.

       15.4  Without the prior written consent of Landlord, which Landlord may
refuse in its sole and absolute discretion, Tenant shall not place or install
in the Premises any machine or equipment the weight of which shall exceed the
normal load bearing capacity of the floors of the Building; and, if Landlord
consents to the placement or installation of any such machine or equipment in
the Premises, Tenant at its sole cost and expense shall reinforce the floor of
the Premises in the area of such placement or installation, pursuant to plans
and specifications approved by Landlord and otherwise in compliance with
Article VII hereof, to the extent necessary to ensure that no damage to the
Premises or the Building or weakening of any structural supports will be
occasioned thereby.  Tenant shall reimburse Landlord for Landlord's reasonable
costs and expenses incurred in connection with Landlord's review of any plans
and specifications for reinforcement of the floor of the Premises within five
(5) days after demand therefor by Landlord.

       15.5  Tenant shall be permitted to obtain office and communications
services from any reputable person or entity in the business of providing the
same (herein called a "Service Provider"), provided that Landlord shall not be
required thereby to make any alterations in or to any part of the Building or
provide to such Service Provider any space in the Building or the use of any
facilities or equipment of the Building, and provided further that no such
services provided by a Service Provider, or any equipment or facilities used
or to be used in connection therewith, shall be incompatible in any respect
with, or shall interfere with or otherwise impair or adversely affect, the
operation, reliability or quality of the Building Systems.  Tenant shall be
responsible for the installation, completion, maintenance, repair, start up
and operation of any and all communications and telecommunications, data
processing, computer, word processing, photocopying, library retrieval,
records and file storage, and all other facilities and installations required
by Tenant either initially or from time to time for the conduct of its
business in or from the Premises.  No delay or failure in delivery
installation or operation of any such facilities or installation or any
systems, equipment or services required in connection therewith, shall delay
the Commencement Date of this Lease or the obligation of Tenant to pay Rent
and perform its other covenants as provided herein, or in any other manner
reduce or affect any of the obligations of Tenant under this Lease.


                                 ARTICLE XVI

                                   DEFAULT

      16.1  Any vacation or abandonment of the Premises for a continuous
period in excess of five (5) business days or any failure to pay any Rent as
and when due, or any failure to perform or comply strictly with any covenant
or condition of or representation made under this Lease (including any
Exhibits hereto), shall constitute a default hereunder by Tenant, subject in
the specific instances set forth below to the expiration of the appropriate
grace period hereinafter provided.  Tenant shall have a period of fifteen (15)
days from the date of written notice from Landlord within which to cure any
default in the payment of Rent.  Tenant shall have a period of ten (10) days
from the date of written notice from Landlord within which to cure any other
default under this Lease; provided, however, that with respect to any default
other than the payment of Rent that cannot reasonably be cured within ten (10)
days, the default shall not be deemed uncured if Tenant commences to cure such
default within ten (10) days from Landlord's notice and continues to prosecute
diligently the curing thereof to completion within a reasonable time, but in
any event Tenant must complete such cure within sixty (60) days after the date
of Landlord's notice.

      16.2  Upon the occurrence of a default by Tenant which is not cured by
Tenant within the applicable grace period specified in Section 16.1 hereof,
Landlord shall have the following rights and remedies in addition to all other
rights or remedies available to Landlord at law or in equity:

         (a)  The right of Landlord to continue this Lease in effect and to
enforce all of its rights and remedies under this Lease, including the right
to recover Rent as it becomes due, for so long as Landlord does not terminate
Tenant's right to  possession.  Acts of maintenance or preservation, efforts
to relet the Premises or the appointment of a receiver upon Landlord's
initiative to protect its interest under this Lease shall not constitute a
termination of Tenant's right to possession.  If Landlord exercises said
rights, Landlord, as attorney-in-fact for Tenant, may from time to time sublet
the Premises or any part thereof for such term or terms (which may extend
beyond the Term) and at such rent and upon such other terms as Landlord in its
reasonable discretion may deem advisable, with the right to make alterations
and repairs to the Premises.  Upon each such subletting, (i) Tenant shall be
immediately liable for payment to Landlord of, in addition to Rent due
hereunder, the cost of such subletting and such alterations and repairs
incurred by Landlord and the amount, if any, by which the Rent owing hereunder
for the period of such subletting (to the extent such period does not exceed
the Term) exceeds the amount to be paid as Rent for the Premises for such
period pursuant to such subletting, or (ii) at the option of Landlord, rents
received from such subletting shall be applied first, to payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord; second, to
the payment of any costs of such subletting and of such alterations and
repairs; third, to payment of Rent due and unpaid hereunder; and the residue,
if any, shall be held by

                                      11
<PAGE>

Landlord and applied in payment of future Rent as the same becomes due
hereunder.  If Tenant has been credited with any rent to be received from such
subletting under clause (i) and such rent shall not be promptly paid to
Landlord by the subtenant(s), or if such rentals received from such subletting
under clause (ii) during any month are less than those required 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 within five
(5) days following written notice from Landlord.  For all purposes set forth
in this Section 16.2(a) Landlord is hereby irrevocably appointed
attorney-in-fact for Tenant, with power of substitution.  No taking possession
of the Premises by Landlord, as attorney-in-fact for Tenant shall be construed
as an election on its part to terminate this Lease or Tenant's right to
possession unless a written notice of such intention is given to Tenant.  No
action taken by Landlord pursuant to this paragraph shall be deemed a waiver
of any default by Tenant, and notwithstanding any such subletting without
termi-nation, Landlord may at any time thereafter elect to terminate this
Lease for such previous default.

         (b)  The right to terminate this Lease and dispossess Tenant by
giving notice to Tenant in accordance with applicable Utah law.

         (c)  The right to have a receiver appointed for Tenant, upon
application by Landlord, to take possession of the Premises and to apply any
rental collected from the Premises and to exercise all other rights and
remedies granted to Landlord as attorney-in-fact for Tenant pursuant to
Sections 16.2(a) hereof.

         (d)  The right and power, as attorney-in-fact for Tenant to enter the
Premises and remove therefrom all persons and property, to store such property
in a public warehouse or elsewhere at the cost of and for the account of
Tenant, and to sell such property and to apply the proceeds therefrom pursuant
to applicable Utah Law.  In connection therewith, Landlord is hereby granted a
lien against all of Tenant's Property situated within the Premises.

      16.3  Termination of this Lease under this Article XVI and exercise of
any remedies of Landlord as provided herein shall not affect or terminate the
right of Landlord to enforce any and all indemnities given Landlord by Tenant
under the terms of this Lease, which indemnities shall survive any termination
of this Lease.


                                 ARTICLE XVII

                           INSOLVENCY OR BANKRUPTCY

      The appointment of a receiver to take possession of all or substantially
all of the assets of Tenant, or an assignment by Tenant for the benefit of
creditors, or the commencement of a case or proceeding by or against Tenant or
any other action taken or suffered by Tenant under any insolvency, bankruptcy,
reorganization, moratorium or other debtor relief act or statute, whether now
existing or hereafter amended or enacted, shall constitute a breach of this
Lease by Tenant.  Upon the happening of any such event, this Lease shall
automatically terminate without further notice of termination from Landlord to
Tenant, provided that Landlord may enforce any of its remedies under Section
16.2, except subsection (b) thereof, and provided further that neither such
termination nor exercise of remedies shall affect or terminate the right of
Landlord to enforce any and all indemnities given Landlord by Tenant under the
terms of this Lease.  In no event shall this Lease be assigned or assignable
by operation of law or by virtue of or in any voluntary or involuntary
bankruptcy, reorganization or insolvency case or proceeding or otherwise, and
in no event shall this Lease or any rights or privileges hereunder be an asset
of Tenant under any bankruptcy, reorganization, insolvency or other debtor
relief proceeding.


                                ARTICLE XVIII

                   FEES AND EXPENSES; INDEMNITY; INSURANCE

      18.1  If Tenant shall default in the performance of any of its
obligations under this Lease, Landlord, at any time thereafter and upon
fifteen (15) days' prior written notice, may remedy such default for Tenant's
account and at Tenant's expense, without thereby waiving such default or
rights or remedies of Landlord on account of such default.  Except as
specifically provided to the contrary in this Lease, Tenant shall pay to
Landlord, within five (5) days after delivery by Landlord to Tenant of bills
or statements therefor:  (a) sums equal to all expenditures made and monetary
obligations incurred by Landlord including, without limitation, expenditures
made and obligations incurred for reasonable counsel fees and disbursements,
in connection with any remedying by Landlord for Tenant's account pursuant to
the immediately preceding sentence; (b) sums equal to all losses, costs,
liabilities, damages and expenses referred to in Section 18.2 hereof; (c) sums
equal to all expenditures made and monetary obligations incurred by Landlord,
including, without limitation, expenditures made and obligations incurred for
reasonable counsel fees and disbursements, in collecting or attempting to
collect any Rent or in enforcing or attempting to enforce any rights of
Landlord under this Lease or pursuant to law.  Tenant's obligations under this
Section 18.1 shall survive the expiration or other termination of this Lease.

                                      12
<PAGE>

      18.2  Tenant agrees to indemnify Landlord against and save Landlord
harmless from any and all loss, cost, liability, damage and expense including,
without limitation, penalties, fines and reasonable counsel fees and
disbursements, incurred in connection with (a) any default by Tenant in the
observance or performance of any of the terms, covenants or conditions of this
Lease, or (b) any acts, omissions or negligence of Tenant.  Tenant's
obligations under this Section 18.2 shall survive the expiration or other
termination of this Lease.

      18.3  Tenant shall procure at its cost and expense and keep in effect
during the Term (a) comprehensive general liability insurance, including
without limitation contractual liability and specific coverage of risks
arising out of any activities of Tenant pursuant to Article VII hereof, with a
minimum combined single limit of liability of One Million Dollars
($1,000,000.00), which limit of liability may be increased from time to time
by mutual agreement of the parties hereto.  And which insurance shall
specifically include all liability assumed hereunder by Tenant (provided that
the amount of such insurance shall not be construed to limit the liability of
Tenant hereunder), and (b) insurance against damage or destruction by fire,
lightning and other risks from time to time included under generally available
extended coverage endorsements in an amount adequate to cover the cost of
replacement of all Tenant's Property within the Premises.  Such insurance
shall name Landlord as an additional insured, shall provide that it is primary
insurance, and not excess over or contributory with any other valid, existing
and applicable insurance in force for or on behalf of Landlord, and shall
provide that Landlord shall receive thirty (30) days' written notice from the
insurer prior to any cancellation or change of coverage.  Tenant shall deliver
policies of such insurance or certificates thereof to Landlord on or before
the Commencement Date, and thereafter at least thirty (30) days before the
expiration dates of expiring policies; and, in the event Tenant shall fail to
procure such insurance, or to deliver such policies or certificates, Landlord
may, at its option, procure same for the account of Tenant, and the cost
thereof shall be paid to Landlord within five (5) days after delivery to
Tenant of a statement therefor.  Tenant's compliance with the provisions of
this Section 18.3 shall in no way limit Tenant's liability under any of the
other provisions of this Article XVIII.


                                 ARTICLE XIX

                              ACCESS TO PREMISES

      Landlord reserves and at all times during the Term and shall have the
right to enter the Premises at all reasonable times to inspect same, to supply
any service to be provided by Landlord to Tenant hereunder, to show the
Premises to prospective purchasers, mortgagees and tenants, to post notices of
nonresponsibility, and to alter, improve or repair the Premises and any
portion of the Building, as provided in Articles VI, VIII, XIII, and XV
hereof.  Landlord may for any of the above purposes erect, use and main- tain
scaffolding, pipes, conduits and other necessary structures in and through the
Premises where reasonably required by the character of the work to be
performed, provided that the principal entrance to the Premises shall not be
blocked thereby for any unreasonable period of time, and further provided that
the business of Tenant shall not be interfered with unreasonably.  Landlord
shall have the right to use any and all means that Landlord may deem necessary
or proper to open said doors in an emergency in order to obtain entry to any
portion of the  Premises, and any entry to the Premises or portions thereof
obtained by Landlord by any of said means, shall not under any circumstances
be construed or deemed to be a forcible or unlawful entry into, or a detainer
of, the Premises, or an eviction, actual or constructive, of Tenant from the
Premises or any portion thereof.  Landlord shall have the right to enter and
inspect any special security areas referred to in the immediately preceding
sentence upon notice to Tenant, provided that Tenant may require Landlord to
be accompanied by a representative of Tenant during such inspection.  Tenant
shall be liable to Landlord for all of Landlord's damages, including
consequential damages, to the extent Landlord is unable to protect all or any
part of the Real Property during an emergency because of Landlord's lack of
access to a special security area.


                                  ARTICLE XX

                                   NOTICES

      Except as otherwise expressly provided in this Lease, any bills,
statements, notices, demands, requests or other communications given or
required to be given under this Lease shall be effective only if rendered or
given in writing, sent by certified mail or delivered personally, (a) if to
Tenant (i) at Tenant's address set forth in the Basic Lease Information, if
sent prior to Tenant's taking possession of the Premises, or (ii) at the
Premises if sent subsequent to Tenant's taking possession of the Premises, or
(iii) at any place where Tenant or any agent, officer, partner or employee of
Tenant may be found if sent subsequent to Tenant's vacating, deserting,
abandoning or surrendering the Premises, or (b) if to Landlord, at Landlord's
address set forth in the Basic Lease Information, or (c) to such other address
as either Landlord or Tenant may designate as its new address for such purpose
by notice given to the other in  accordance with the provisions of this
Article XX.  Any such bill, statement, notice, demand, request or other
communication shall be deemed to have been rendered or given upon the earlier
of receipt or three (3) days after the date when it shall have been mailed as
provided in this Article XX if sent by certified

                                      13

<PAGE>

mail, or upon the date personal delivery is made, provided, however, that any
refusal to accept personal delivery or delivery by mail shall be deemed to
constitute receipt thereof.  If Tenant is notified of the identity and address
of any ground or underlying lessors of the Real Property or any part thereof,
or any mortgagees or deed of trust beneficiaries of Landlord, Tenant shall
give to the ground or underlying lessors, or such mortgagees or beneficiaries,
as applicable, notice of any default by Landlord under the terms of this
Lease, which notice shall be in writing sent by certified mail, and the ground
or underlying lessors, or such mortgagees or beneficiaries, as applicable,
shall be given a reasonable opportunity, but shall have no obligation, to cure
such default prior to Tenant exercising any remedy available to it.


                                 ARTICLE XXI

                                   WAIVERS

      21.1  The failure by either party to insist upon the strict performance
of any obligation of the other party under this Lease, or to exercise any
right, power or remedy consequent upon a breach thereof, shall constitute a
waiver of any such breach or of such term, covenant or condition or operate as
a surrender of this Lease.  No payment by Tenant or receipt by Landlord of a
lesser amount than the aggregate of all Rent then due under this Lease shall
be deemed to be other than on account of the first items of such Rent then
accruing or becoming due, unless Landlord elects otherwise; and no endorsement
or statement on any check and no letter or other writing accompanying any
check or other payment of Rent in any such lesser amount and no acceptance of
any such check or other such payment by Landlord shall constitute 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 to pursue
any other legal remedy.

      21.2  Neither this Lease nor any term or provisions hereof may be
changed, waived, discharged or terminated orally, and no breach thereof shall
be waived, altered or modified, except by a written instrument signed by the
party against which the enforcement of the change, waiver, discharge or
termination is sought, and subject in any event to the provisions of Section
11.1.  No waiver of any breach shall affect or alter this Lease, but each and
every term, covenant and condition of this Lease shall continue in full force
and effect with respect to any other then existing or subsequent breach
thereof.  The consent of Landlord given in any instance under the terms of
this Lease shall not relieve Tenant of any obligation to secure the consent of
Landlord in any other or future instance under the terms of this Lease.


                                 ARTICLE XXII

                            TENANT'S CERTIFICATES

      Tenant, at any time and from time to time upon not less than ten (10)
days' prior written notice from Landlord, will execute, acknowledge and
deliver to Landlord and, at Landlord's request, to any prospective purchaser
or any then current or prospective ground or underlying lessor or mortgagee of
any part of the Real Property, a certificate stating:  (a) that Tenant has
accepted the Premises (or, if Tenant has not done so, that Tenant has not
accepted the Premises and specifying the reasons therefor), (b) the
Commencement and Expiration Dates of this Lease, (c) that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that same is in full force and effect as modified and stating the
modifications), (d) whether or not there are then existing any defenses
against the enforcement of any of the obligations of Tenant under this Lease
(and, if so, specifying same), (e) whether or not there are then existing any
defaults by Landlord in the performance of its obligations under this Lease
(and, if so, specifying same), (f) the dates, if any, to which the Rent has
been paid, and (g) any other information, including, without limitation,
financial information, that may reasonably be required by any of such persons.
It is intended that any such certificate of Tenant delivered pursuant to this
Article XXII may be relied upon by Landlord and any prospective purchaser or
any then current or prospective ground or underlying lessor or mortgagee of
all or any part of the Real Property.


                                ARTICLE XXIII

                            RULES AND REGULATIONS

      Tenant shall faithfully observe and comply with the rules and
regulations attached to this Lease as Exhibit D and all modifications thereof
and additions thereto from time to time as mutually agreed to by the parties
hereto (the "Rules and Regulations").  Landlord shall have no duty to enforce
the Rules and Regulations against, nor shall Landlord be responsible for the
nonperformance of the Rules and Regulations by, any other tenant or occupant
of the Building.  In the event of an express and direct conflict between the
terms, covenants, agreements and conditions of this Lease and the terms,
covenants, agreements and conditions of the Rules and Regulations, this Lease
shall control.


                                      14
<PAGE>

                                 ARTICLE XXIV

                      TAX ON TENANT'S PERSONAL PROPERTY

      At least ten (10) days prior to delinquency Tenant shall pay all taxes
levied or assessed upon Tenant's Property and shall deliver satisfactory
evidence of such payment to Landlord.  If the assessed value of Landlord's
property is increased by the inclusion therein of a value placed upon Tenant's
Property or upon any Non-Building Standard Work, Tenant shall pay to Landlord,
upon written demand, the taxes so levied against Landlord, or the proportion
thereof resulting from said increase in assessment, as determined from time to
time by Landlord.


                                 ARTICLE XXV

                      AUTHORITY; APPOINTMENT OF LANDLORD

      25.1  If Tenant signs as a corporation or a partnership, each of the
persons executing this Lease on behalf of Tenant does hereby covenant and
warrant that Tenant is a duly authorized and existing entity, that Tenant has
and is qualified to do business in Utah, that Tenant has full right and
authority to enter into and perform this Lease, and that each and all of the
persons signing on behalf of Tenant are authorized to do so.  Upon Landlord's
request, Tenant shall provide Landlord with evidence reasonably satisfactory
to Landlord confirming the foregoing covenants and warranties.

     25.2  Any appointment of Landlord as attorney-in-fact for Tenant provided
for in this Lease shall be deemed to be an appointment coupled with an
interest of Landlord as the true and lawful attorney-in-fact for Tenant for
the purposes provided for herein, with power of substitution, and shall be
irrevocable during the Term of this Lease.


                                 ARTICLE XXVI

                               SECURITY DEPOSIT

      By execution of this Lease, Landlord acknowledges receipt of Tenant's
security deposit in the amount specified in the Basic Lease Information for
the faithful performance of all terms, covenants and conditions of this Lease.
Tenant agrees that Landlord may, without waiving any of Landlord's other
rights and remedies under this Lease upon the occurrence of any of the events
of default described in this Lease, apply the security deposit in whole or in
part to remedy any failure by Tenant to repair or maintain the Premises or to
perform any other terms, covenants or conditions contained herein, to
compensate Landlord for damages incurred, or to reimburse Landlord as provided
herein, in connection with any default by Tenant.  If Tenant has kept and
performed all terms, covenants and conditions of this Lease during the Term,
Landlord will within thirty (30) days following the termination hereof return
said sum to Tenant or the last permitted assignee of Tenant's interest
hereunder as of the expiration of the Term.  Should Landlord use any portion
of the security deposit to cure any default by Tenant hereunder, Tenant shall
forthwith replenish the security deposit to the original amount upon demand.
Landlord shall not be deemed to hold the security deposit in trust and shall
not be required to keep the security deposit separate from its general funds.
Tenant shall not be entitled to any interest or other return on such deposit.


                                ARTICLE XXVII

                            RESOLUTION OF DISPUTES

      Any dispute, controversy, or claim arising under this Lease shall be
submitted to a court of competent jurisdiction for a decision.  Venue for any
lawsuit to determine either party's rights, duties, and obligations under this
Lease shall be Fourth Judicial District Court, Utah County, State of Utah.


                                ARTICLE XXVIII

                                MISCELLANEOUS

       28.1 The words "Landlord" and "Tenant" as used herein shall include the
permitted successors and assigns of each.  The plural number shall include the
singular, and vice-versa.  Words used in the neuter gender include the
masculine and feminine.  If there is more than one Tenant, the obligations
under this Lease imposed on Tenant shall be joint and several.  The captions
preceding the articles of this Lease have been inserted solely as a matter of
convenience and such captions in no way define or limit the scope or intent of
any provision of this Lease.  As used herein, the term "including," when
following any general statement, term or matter, shall not be construed to
limit such statement, term or matter to the specific items or matters set
forth immediately following such word or to similar items or matters, whether
or not nonlimiting language (such as "without limitation" or "but not limited
to," or words of similar import) is


                                      15
<PAGE>


used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope
of such general statement, term or matter.

      28.2 The terms, covenants and conditions contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant and, except as otherwise
provided herein, their respective personal representatives and successors and
assigns; provided, however, upon the sale, assignment or transfer by the
Landlord named herein (or by any subsequent landlord) of its interest in the
Building as owner or ground lessee, including any transfer by operation of
law, the Landlord (or subsequent landlord) shall be relieved from all
subsequent obligations or liabilities under this Lease, and all obligations
subsequent to such sale, assignment or transfer (but not any obligations or
liabilities that have accrued prior to the date of such sale, assignment or
transfer) shall be binding upon the grantee, assignee or other transferee, by
accepting such interest, shall be deemed to have assumed such subsequent
obligations and liabilities, and Landlord shall also be relieved of all
responsibility or liability for any security deposit of Tenant held by
Landlord upon the transfer thereof to any grantee, assignee or transferee in
connection with such sale, assignment or transfer.  A lease of the entire
Building to a person other than for occupancy thereof shall be deemed a
transfer within the meaning of this Section 28.2.

      28.3 If any provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each provision of this Lease shall be valid
and be enforced to the full extent permitted by law.

      28.4 This Lease shall be construed and enforced in accordance with the
laws of the State of Utah.

      28.5 Submission of this instrument for examination or signature by
Tenant does not constitute a reservation of or an option for lease, and it is
not effective as a lease or otherwise until execution and delivery by both
Landlord and Tenant.  Tenant shall not be authorized to record this Lease or
any memorandum thereof without Landlord's prior written consent.

      28.6 This instrument, including the Exhibits hereto, which are hereby
made a part of this Lease, contains the entire agreement between the parties
and all prior negotiations and agreements are merged herein.  Neither Landlord
nor Landlord's agents have made any representations or warranties with respect
to the Premises, the Building, the Real Property or this Lease except as may
be expressly set forth herein, and no rights, easements or licenses are or
shall be acquired by Tenant by implication or otherwise unless expressly set
forth herein.

      28.7 The review, approval, inspection or examination by Landlord of any
plans, specifications or any other item to be reviewed, approved inspected or
examined by Landlord under the terms of this Lease (including any of the
Exhibits attached hereto) shall not constitute the assumption of any
responsibility for or any representation by Landlord as to the accuracy or
sufficiency of such plans, specifications or other item, or the quality or
suitability of such plans, specifications or other item for its or their
intended use.  Any such review, approval, inspection or examination by
Landlord is for the sole purpose of protecting Landlord's interests in the
Building and under this Lease, and neither Tenant nor any person or entity
claiming through or under Tenant nor any third party, including, without
limitation, the contractors, agents, servants, employees, visitors or
licensees of Tenant or any such person or entity, shall have any rights
hereunder or claim against Landlord on account of any such review, approval,
inspection or examination by Landlord.

      28.8 In the event that either Landlord or Tenant fails to perform any of
its obligations under this Lease or in the event a dispute arises concerning
the meaning or interpretation of any provisions of this Lease, the defaulting
party or the party not prevailing in such dispute, as the case may be, shall
pay any and all costs and expenses incurred by the other party in enforcing or
establishing its rights hereunder, including, without limitation, court costs
and reasonable counsel fees.

      28.9 Upon the expiration or sooner termination of the Term, Tenant will
quietly and peacefully surrender to Landlord the Premises in the condition in
which they are required to be kept as provided in Article VIII hereof,
ordinary wear and tear and the provisions of Article XIII excepted.

      28.10 Upon Tenant paying the Rent and performing all of Tenant's
obligations under this Lease, Tenant may peacefully and quietly enjoy the
Premises during the Term as against all persons or entities lawfully claiming
by or through Landlord; subject, however, to the provisions of this Lease and
to any mortgages and deeds of trust, and any other ground or underlying leases
referred to in Article XI hereof.

      28.11 Tenant covenants and agrees that no reasonable diminution of
light, air or view by any structure that may hereafter be erected (whether or
not by Landlord) shall entitle Tenant to any reduction or abatement of Rent
under this Lease, result in any liability of Landlord to Tenant, or in any
other way affect this Lease or Tenant's obligations hereunder.

                                      16

<PAGE>

      28.12 Any holding over without Landlord's express written consent shall
constitute a continuing default by Tenant and entitle Landlord to exercise any
or all of its remedies as provided in Article XVI hereof, notwithstanding that
Landlord may elect to accept one or more payments of Rent from Tenant.

      28.13  In the event of any default by Landlord hereunder, Tenant shall
look only to Landlord's interest in the Land and Building for the satisfaction
of Tenant's remedies; and no other property or assets of Landlord or any
partner, member, officer or director thereof, disclosed or undisclosed, shall
be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies under or with respect to this Lease.

      28.14  Whenever the consent or approval of the Landlord is required
pursuant to any provision of this Lease or any Exhibit hereto, such consent or
approval shall not be unreasonably withheld by Landlord, unless the particular
provision expressly states that such consent or approval may be given or
withheld in the sole and/or absolute discretion of Landlord.  Notwithstanding
the foregoing, (i) it shall be reasonable for Landlord to withhold its consent
if any ground or underlying lessor of the Land, or any mortgagee or deed of
trust beneficiary holding any lien on any part of the Real Property, shall be
required, and such party shall not have given its consent, and (ii) if the
consent or approval of Landlord is called for at a time when an event of
default has occurred under this Lease and is continuing, Landlord shall have
no obligation to act on the matter in question until such event of default has
been remedied.

      28.15  Each party hereto represents to the other that it has dealt with
no broker in connection with the execution and delivery of this Lease.  Each
party agrees to indemnify and defend the other party against and hold the
other party harmless from any and all losses, costs, damages, liabilities and
expenses (including without limitation court costs and reasonable counsel
fees) resulting from a breach by the indemnifying party of the foregoing
representation.

      28.16  All rights and remedies of either party set forth herein shall be
cumulative, unless specifically provided to the contrary herein.  All
provisions of this Lease requiring one party to indemnify the other with
respect to any matter, occurrence, condition, event, claim or liability shall
survive the expiration or other termination of this Lease.

      28.17  Time is of the essence with respect to the performance of the
obligations of the parties hereto as set forth in this Lease and all Exhibits
hereto.


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


                         LANDLORD:

                                   COURTYARD OFFICE GROUP, L.C.
                                   A Utah Limited Liability Company

                                    /s/ Douglas A Nielson
                               By: ____________________________________
                                        Douglas A. Nielson, Member

                         TENANT:

                                   CALI, INC.
                                   A Utah Corporation


                                   /s/ Timothy D. Otto
                              By:  __________________________________
                                       Timothy D. Otto, President


                                      /s/ signature illegible
                              Attest:_________________________________


                                      17


<PAGE>

                                  GUARANTEE

     The undersigned Guarantors on behalf of themselves, their successors, and
assigns, Guarantee, to Landlord, and its successors and assigns, complete
performance of the foregoing Lease and all its provisions, and the provisions
of all documents attached and incorporated by reference, for the term of the
Lease or any extensions or renewals of such. Guarantors waive any right or
necessity for any notice of default under the Lease as any condition for
enforcement of the Guarantee. Guarantors agree that no assertion by Landlord
of any other forms of remedy or relief available to it under this Lease or the
law generally will diminish or otherwise interfere with a separate and
independent claim made against this Guarantee. Guarantors waive any defense
under this Guarantee stemming from any circumstances whatsoever outside the
course of this Lease and resulting in the termination of Tenant's liability,
such as, but not limited to, modification, release, or discharge occurring
through any bankruptcy or collateral proceedings, disability of Tenant, or
transfer of the Lease, provided, however, this waiver shall not waive
Guarantor's right to assert defenses available to Tenant under the terms of
the Lease.

     Landlord agrees to rely on the fact and security of this Guarantee as a
substantial inducement to the execution of the foregoing Lease.

     IN WITNESS WHEREOF, Guarantors have executed this Guarantee this___ day
of February, 2001.

                               GUARANTORS

                               /s/ Frank Otto
                               --------------------------------
                               Frank R. Otto



                               /s/ Timothy Otto
                               --------------------------------
                               Timothy D. Otto



                               /s/ Kimber Jensen
                               ---------------------------------
                               Kimber B. Jensen

<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION



All of Units C and D, Building V, Phase III, Courtyard at Jamestown
Condominiums, according to the official plat thereof on file with the County
Recorder, Utah County, State of Utah.

<PAGE>

                                  EXHIBIT B

                           Floor plan appears here

<PAGE>

                                   EXHIBIT C

                                 WORK LETTER


    The purpose of this Work Letter is to delineate the responsibilities of
Landlord and Tenant with respect to the construction of the Building and the
design and construction of the Premises.  This Work Letter is a part of the
Lease, and shall be subject to all of the terms and conditions of the Lease.


                                  ARTICLE I

                      CONSTRUCTION OF BASE BUILDING WORK

    Subject to the provisions of Article VII below, Landlord shall construct
the Building in which the Premises are located, consisting of (a) the Building
shell, (b) the core area, including the Building Systems (as defined in
Section 6.2 of the Lease) therein, and (c) heating and air conditioning duct
mains (collectively referred to as "Base Building Work").  The Base Building
Work shall be constructed in substantial conformance with the plans and
specifications which are attached hereto and incorporated herein by this
reference, said plans and specifications to be signed and dated by the parties
hereto.  The Base Building Work shall also be constructed in substantial
conformance with the renderings which have been shown to Tenant.


                                  ARTICLE II

                       TENANT'S PLANS AND SPECIFICATION

    2.1  On or before the date set forth in the Basic Lease Information for
the delivery of Tenant's Preliminary Drawings, Tenant shall submit to Landlord
an outline of the Premises indicating any particular structural requirements
of the floor slab of any floor of the Premises required by Tenant.  On or
before the date set forth in the Basic Lease Information for the delivery of
Tenant's Preliminary Drawings, Tenant shall submit to Landlord a general space
plan showing Tenant's proposed layout for the Premises for review and comment
by Landlord and Landlord's architect, which Preliminary Drawings shall be
consistent with Tenant's previously submitted Outline Plans.  Thereafter, on
or before the date set forth on the Basic Lease Information for the delivery
of Tenant's Final Construction Drawings, Tenant shall submit to Landlord
complete plans and specifications for the layout, improvement and finish of
the Premises consistent with the design and construction of the Base Building
Work and all Building Systems, including mechanical and electrical drawings
and decorating plans, showing the location of partitions, reflected ceiling
plans including light fixtures, electrical outlets, telephone outlets, doors,
wall finishes, floor coverings, other Building Standard Work (as defined in
Article III below) and all Non-Building Standard Work (as defined in Section
2.3 below) required by Tenant (collectively "Tenant's Final Construction
Drawings").  Tenant's Final Construction Drawings shall be prepared by a
licensed architect approved by Landlord (which architect must retain
Landlord's Building engineer in connection with the preparation of Tenant's
Final Construction Drawings), shall be in a form sufficient to secure the
approval of government authorities with jurisdiction over the approval
thereof, and shall be otherwise satisfactory to Landlord.  Tenant's Plans,
Preliminary Drawings and Final Construction Drawings shall be prepared at
Tenant's sole cost and expense.  Landlord shall reimburse Tenant for actual
architectural expenses in an amount not to exceed $3,000.00.

    2.2  Tenant's Final Construction Drawings shall be consistent with layouts
and materials customarily used in first-class office space and shall be
subject to Landlord's approval, which approval shall not be unreasonably
withheld.  Without limiting the generality of Landlord's right to reasonably
disapprove Tenant's Final Construction Drawings, it shall be deemed reasonable
for Landlord to withhold its approval of Tenant's Final Construction drawings
if Tenant's Final Construction Drawings (a) require any materials, services or
installations that might delay or interfere with construction or completion of
the Premises or the Base Building Work, (b) would have an adverse or unusual
effect on any of the Building Systems, or (c) fail to comply with or conform
to the plans of the Building filed with the City of Provo and all laws, codes,
rules and regulations applicable thereto.  If Landlord disapproves Tenant's
Final Construction Drawings, or any portion thereof, Landlord shall promptly
notify Tenant thereof and of the revisions that Landlord reasonably requires
in order to obtain Landlord's approval.  As promptly as reasonably possible
thereafter, but in no event later than ten (10) days after Landlord's notice,
Tenant shall submit to Landlord plans and specifications incorporating the
revisions required by Landlord.  Said revisions shall be subject to Landlord's
approval, which shall not be unreasonably withheld.  The final plans and
specifications approved by Landlord shall be referred to as the "Final Plans."

                                      1
<PAGE>

    2.3  Tenant may require work that is different from or in addition to
Building Standard Work, subject to the reasonable approval of Landlord as set
forth in Section 2.2 above (the "Non-Building Standard Work").  Any
modification or alteration of the air conditioning system whatsoever and any
other structural, mechanical, engineering or design changes to the Base
Building Work or the Building Standard Work requested by Tenant shall be
Non-Building Standard Work.  Substitutions of materials in place of Building
Standard Work materials and quantities of Building Standard Work materials in
excess of Building Standard Work Quantities shall also be deemed Non-Building
Standard Work.  No credit will be given to Tenant for any such substitutions
of materials, and the full cost of any different materials selected by Tenant
to be used in place of the Building Standard materials shall be part of the
cost of Non-Building Standard Work for which Tenant is responsible under
Section 4.1 below.

    2.4  All interior decorating services such as the selection of wall paint
colors and/or wall coverings, fixtures, carpeting and any or all other
decorator selection work required by Tenant shall be provided by Tenant at
Tenant's expense and shall be subject to the reasonable approval of Landlord.


                                 ARTICLE III

                            BUILDING STANDARD WORK

    3.1  Except to the extent affected by any election by Tenant made pursuant
to Section 2.3 above, Landlord shall, at Landlord's expense, furnish and
install all of the following items, limited to the quantities specified, as
selected and specified by Landlord (the "Building Standard Work").  Landlord
and Tenant agree that the usable area of the Premises as referred to below is
based upon the rentable area of the Premises exclusive of the Building's core
area,  mechanical, equipment and storage rooms, and corridors, and is not
necessarily equal to the square footage specified in the Basic Lease
Information.  Should Tenant's usage of the Premises not require the quantities
of certain items as set forth below, Tenant shall not have the option of
increasing the quantities of other items.

        (a)  Partitions.  One (1) linear foot of standard interior partition
for each twenty-eight (28) square feet of usable area of the Premises.  All
such partitions will be floor-to-ceiling partitions with one layer of 5/8"
gypsum board each side on 2" x 4" wood studs set 24" on center.  Existing
interior partitions, bearing walls, and plumbing walls are treated as interior
partitions for purposes of this Article.

        (b)  Doors and Hardware.  One (1) full height interior door with frame
for each five hundred sixty-five (565)  square feet of usable area of the
Premises.  Such doors will be 7'0" high, solid core, faced with stain grade
veneer, and set in a full height, stain grade, wood door frame.  Hardware will
consist of a handle latch set (Cal-Royal), three (3) pair of hinges, and one
(1) stop per door.

        (c)  Ceiling.  5/8" Type "Expo" Gypsum Board over resilient furring
channels set 24" on center covered with one coat of sealer and two coats of
eggshell enamel, or 2' x 4' drop grid acoustical tile.

        (d)  Lighting.  One (1) 1'-0" x 4'-0", four (4) surface mount lamp
fluorescent lighting fixture for each one hundred (100) square feet of usable
area of the Premises.

        (e)  Electrical Outlets.  One (1) duplex 110 volt electric convenience
wall outlet installed at a standard height, for each one hundred twenty (120)
square feet of usable area of the Premises.

        (f)  Wall Finishes.  All partitions furnished and installed as
Building Standard Work will be painted over "orange peel" texture with two (2)
coats of semi-gloss latex in one color to be approved by Landlord.

        (g)  Base.  All partitions furnished and installed as Building
Standard Work will receive a 5" solid stain grade, wood base.

        (h)  Switching.  One (1) single pole light switch, with plastic
coverplate, mounted at standard height as required on preliminary plans.

        (i)  Floor Coverings.  All carpeted areas within the Premises will
receive equal to Dimension  "Aiken Thirty" cut pile  (1/10 gauge, 30 oz.)
carpet in colors selected from Building Standard color range.  Areas not
carpeted within the Premises will receive 3/32" thick vinyl tile in colors
selected from Building Standard color range.

        (j)  Communication Boxes.  Fifteen (15).

                                      2
<PAGE>


                                  ARTICLE IV

                          NON-BUILDING STANDARD WORK

    Tenant agrees, at Tenant's expense, to pay for all Non-Building Standard
Work required by the Final Plans.  After Landlord's approval of Tenant's Final
Construction Drawings and prior to the commencement of any Building Standard
Work or Non-Building Standard Work (collectively "Landlord's Work"), Landlord
shall submit to Tenant a written estimate of the cost of all Non-Building
Standard Work.  Tenant shall approve the estimate within seven (7) business
days of its receipt by Tenant.  Tenant shall pay Landlord for all such
Non-Building Standard Work prior to the commencement of the same, but in any
event, within fifteen (15) business days of Tenant's receipt of the written
estimate of the cost thereof.  If Tenant fails to so approve or disapprove the
estimate, Landlord shall be under no obligation to perform any of the
Landlord's Work, including Building Standard Work; provided, however, Landlord
shall have the option to commence and complete the Building Standard Work not
affected by such Non-Building Standard Work.  Tenant shall also be responsible
for the design, function and maintenance of all Non-Building Standard Work.


                                  ARTICLE V

                      CHANGES, ADDITIONS OR ALTERATIONS

    Tenant shall have the right from time to time to request changes,
additions or alterations in the Final Plans, which shall be subject to
Landlord's reasonable approval.  If Landlord approves any such request,
Landlord shall prepare plans and specifications with respect to such change,
addition, or alteration and Tenant shall reimburse Landlord, within five (5)
days after receipt of Landlord's bill therefor, for the cost of such
additional plans and specifications.  As soon as practical after the
completion of such plans and specifications, Landlord shall notify Tenant of
the cost that will be chargeable to Tenant by reason of such change, addition
or alteration.  Within five (5) days of notice of such cost, Tenant shall
notify Landlord in writing whether Tenant approves such change, alteration or
addition.  If Tenant approves such change, alteration or addition, Tenant
shall secure and pay for any governmental approvals required therefor.  If
Tenant does not approve such change, alteration or addition within such five
(5) day period, construction of the Premises shall proceed as provided in
Article VII below in accordance with the Final Plans as most recently approved
by Landlord.


                                  ARTICLE VI

                                    DELAY

    Tenant shall be responsible for, and pay any and all costs and expenses
incurred by Landlord in connection with any delay (each a "Tenant Delay") in
the commencement or completion of Landlord's Work and any increase in the cost
of Building Standard Work, caused by (a) Tenant's failure to prepare and
submit Tenant's Outline Plans, Tenant's Preliminary Drawings or Tenant's Final
Construction Drawings, revisions thereto required by Landlord under Section
2.2 and other plans and specifications, within the time periods required
herein, (b) Tenant's failure to approve Landlord's cost estimates within the
time periods required herein, (c) Tenant's failure to secure, pay for and
deliver to Landlord all governmental approvals required for the construction
of Landlord's Work in the Premises in advance of the time required herein, (d)
Tenant's requirement of Non-Building Standard Work, including without
limitation, delay in the receipt of any Non-Building Standard materials or
supplies, (e) the postponement of any Building Standard Work as reasonably
required by Landlord to perform Non-Building Standard Work in advance of the
Building Standard Work, (f) any changes, additions or alterations in
Landlord's Work described in the Final Plans that were requested by Tenant,
(g) the failure of Tenant to make any payments required of it hereunder by the
due date therefor, (h) any entry by Tenant or Tenant's Contractors onto the
Premises pursuant to Section 7.2 of this Work Letter, or any work conducted or
to be conducted pursuant to any such entry, or any delay caused thereby, and
(i) any other delay caused by any act or omission by Tenant, or any
contractor, agent, servant, or employee of Tenant.  Under no circumstances
shall Landlord be charged with any delay whatsoever as a result of
Non-Building Standard Work unless such delay is a result of the acts or
failure to act on the part of Landlord or its contractors, agents or
employees.  No delay in the completion of Landlord's Work caused by any Tenant
Delay shall be considered in the determination of the Commencement Date of the
Lease, and Landlord's Work shall
be considered to be substantially completed for purposes of the determination
of the Commencement Date on the date Landlord's Work would have been completed
but for such Tenant Delay.

                                      3

<PAGE>


                                 ARTICLE VII

                                 CONSTRUCTION

    7.1  Following Landlord's approval of the Final Plans and Tenant's
approval of the cost estimate of all Non-Building Standard Work, Tenant shall
file the Final Plans with the appropriate departments of all governmental
authorities with jurisdiction over the approval thereof together with such
additional information and materials as may be required by such governmental
authorities for the approval of the Final Plans.  Tenant shall be responsible
for securing all such required approvals and paying all building permit and
plan check fees therefor in advance of the time when, in Landlord's
discretion, the Building has reached the stage of construction where it is
appropriate to commence Landlord's Work.  At such time as Landlord shall
determine that the Building has reached the stage of construction where it is
appropriate to commence Landlord's Work and so long as prior to such time
Tenant has delivered to Landlord all necessary governmental approvals for the
construction thereof, validly issued, fully paid for and then in effect, a
contractor or contractors selected by Landlord shall commence and diligently
proceed with the construction of all such Landlord's Work (except, however,
for such portion thereof as may be performed by any contractor selected by
Tenant and approved by Landlord as provided for in Section 7.2 below).
Landlord's obligation to construct the Building and to perform Landlord's Work
shall be subject to unavoidable delays due to acts of God and Tenant Delay.
It is understood and agreed by Tenant that any minor changes or deviations
from the Base Building Work or the Final Plans that may be necessary during
construction of the Building (including the common areas) and of the Premises
shall not affect or change the Lease or invalidate the same, or give rise to
any claim by Tenant for any loss, damage, or delay.

    7.2  Landlord shall permit Tenant and its agents to enter upon the
Premises prior to the Commencement Date in order that Tenant may perform
through its own contractors, which contractors shall be subject to Landlord's
prior written approval, such Non-Building Standard Work in the Premises as
Tenant may desire at the same time that Landlord's contractors are working in
the Premises; provided that (a) the performance of any such work by Tenant's
contractors shall not delay or hamper Landlord's contractor in the
construction of the Building, the Building Standard Work in the Premises, any
Non-Building Standard Work therein to be constructed by Landlord's contractor,
or any work to be performed by Landlord's contractor for any other tenant of
the Building, (b) Tenant's contractor shall work in harmony and shall not
interfere with Landlord's contractor or any subcontractor, or any other
tenants of the Building or such tenants' contractors, (c) the performance of
such work by Tenant's contractors shall conform with Landlord's contractor's
schedule of completion of the Premises and shall not cause Landlord's
contractor to be dependent upon the completion of such work in order for
Landlord's contractor to complete its work, and (d) Tenant's contractors shall
be subject to the administrative supervision and job-site rules of Landlord's
contractor.  Any such entry shall be deemed to be under all the terms,
covenants, provisions and conditions of the Lease, except as to the covenant
to pay Rent (which covenant shall become effective as of the Commencement Date
as provided for in Section 2.1 of the Lease), Landlord may at any time deny
access to the Premises to Tenant or any of its contractors if Landlord shall,
in its sole and absolute discretion, determine that the performance or manner
of performance of any Non-Building Standard Work to be completed by Tenant's
contractors interferes with, delays, hampers or prevents Landlord's contractor
from proceeding with completion of its work in the Building, the Premises, or
the premises of any other tenant, at the earliest possible time.  Tenant shall
maintain, or cause Tenant's contractors to maintain, at all times during any
period of such entry upon the Premises, applicable Worker's Compensation and
public liability insurance and property damage insurance, all in appropriate
amounts and with companies and on forms satisfactory to Landlord, and
certificates of such insursance shall be delivered to Landlord prior to any
such entry by Tenant or Tenant's contractors.  If applicable, such insurance
shall name Landlord and Landlord's contractor as additional insureds, and
shall be primary insurance as to Landlord and not contributing with any other
insurance Landlord may carry.  Landlord shall not be liable in any way for any
injury, loss or damage that may occur to any supplies or equipment of, or any
decorations or installations made by Tenant or Tenant's contractors, the same
being at the sole risk of Tenant and Tenant's contractors.


                                 ARTICLE VIII

                              LANDLORD REMEDIES

    Tenant agrees that if it fails to make any payments for which it is
obligated under the provisions of this Work Letter or otherwise defaults in
its obligations hereunder, Landlord shall have the right, in addition to all
other rights and remedies available under the Lease, and after fifteen (15)
days' written notice, to terminate the Lease and retain for its own use
without payment therefor any improvements and materials which have been
commenced or completed within the Premises, which cannot be removed by Tenant
without causing damage to the Premises.

                                      4

<PAGE>

                                  Exhibit D

                      Rules and Regulations appear here

<PAGE>








                                 OFFICE LEASE














<PAGE>

                           BASIC LEASE INFORMATION



                        November 9
Lease Date:            ____________________________, 1999

Landlord:              Courtyard Office Group, L.C.,
                       A Utah Limited Liability Company

Address of Landlord:   3585 North University Avenue
                       Suite 100
                       Provo, Utah 84604

Tenant:                CALI, Inc., A Utah Corporation

Address of Tenant:     1675 North Freedom Boulevard, Suite 2A
                       Provo,  UT  84604

Section 1.1  Building: Building 5

             Floor:  Garden Level, Units D and C (Suites 150 and 175)

             Rentable Area of Premises: 4169 Square Feet

Section 2.1  Commencement Date: February 1, 2000
             Expiration Date: January 31, 2003

Section 3.1  Annual Base Rental: February 1, 2000-January 31, 2001 $56,281.50
                                 February 1, 2001-January 31, 2002 $57,407.13
                                 February 1, 2002-January 31, 2003 $58,555.27

Section 4.1(a) Tenant's Share (Operating Expenses and Real Estate Taxes:17.92%
               (Estimated to be $2.50 per square foot per year.)

Section 5.2  Available Parking Stalls: Seventeen (17)

Section 26.1 Security Deposit:    $4,094.42

Exhibit C -
Work Letter   Date for Tenant's delivery of:
              Preliminary Drawings:             October 21, 1999
              Final Construction Drawings:      November 22, 1999

        The foregoing Basic Lease Information is hereby incorporated into and
made a part of this Lease.  Each reference in this Lease to any of the Basic
Lease Information shall mean the respective information hereinabove set forth
and shall be construed to incorporate all of the terms provided under the
particular Lease Section or Sections pertaining to such information.

                        LANDLORD:

                            COURTYARD OFFICE GROUP, L.C.
                            A Utah Limited Liability Company

                                  /s/ Douglas A. Nelson
                            By: ____________________________________
                                      Douglas A. Nielson, Member

                        TENANT:

                             CALI, INC.,
                              A Utah Corporation

                                   /s/ Timothy D. Otto
                              By: ___________________________________
                                     Timothy D. Otto, President

                                       /s/ Heather Martin
                              Attest:_________________________________

<PAGE>

                                     LEASE


        THIS LEASE is made and entered into this ___ day of November, 1999, by
and between  COURTYARD OFFICE GROUP, L.C., A Utah Limited Liability Company
("Landlord"), and CALI, INC., A Utah Corporation,  ("Tenant").


                                   RECITALS

      A.  Landlord is the owner of a certain parcel of land described in
Exhibit A, attached hereto (the "Land").

      B.  Landlord is the owner of the building specified in the Basic Lease
Information attached hereto and located in the City of Provo, Utah (the
"Building"), which Building is being or has been constructed by Landlord on
the Land. The Building has or will be divided into condominium units pursuant
to the provisions of the Utah Condominium Ownership Act and it is contemplated
that some or all of the units will be sold to third parties

      C.  Tenant desires to lease from Landlord and Landlord desires to lease
to Tenant a certain portion of the Building subject to and upon the terms,
covenants and conditions set forth herein.

      NOW THEREFORE, Landlord and Tenant hereby covenant and agree as follows:


                                  ARTICLE I

                                   PREMISES

      1.1  Upon and subject to the terms, covenants and conditions hereinafter
set forth, Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, those premises (the "Premises") consisting of the area identified on
the floor plan attached hereto as Exhibit B.  The purpose of attached Exhibit
B is to show the approximate location of the Premises in the Building only,
and is not meant to constitute an agreement as to the construction of the
Premises, or the specific location of the common areas or elements thereof or
of the accessways to the Premises or the Building.  The Premises are located
on the floor of the Building that is specified in the Basic Lease Information.
The Building and the Land upon which the Building stands, together with
utilities, facilities, drives, walkways and other amenities appurtenant to or
servicing the Building, are herein sometimes collectively called the "Real
Property."

      1.2  Landlord and Tenant agree that the rentable area of the Premises
has been determined in accordance with Exhibit B attached hereto and is equal
to the square footage specified in the Basic Lease Information, and further
agree that the total rentable area of the Building is 23,269 square feet.


                                  ARTICLE II

                                     TERM

      2.1  The Premises are leased for a term (the "Term") which shall
commence, and Tenant's obligation to pay Rent (as defined in Article III)
pursuant to Article III hereof shall begin on a date (the "Commencement
Date"), which shall be the earlier of (a) the date specified in the Basic
Lease Information, or (b) the day on which Tenant first commences any business
operations in all or any portion of the Premises; provided, however, that if,
on or prior to such date specified in the Basic Lease Information, the
Premises Completion Date (as defined in Section 2.2) has not occurred, then
the following provisions shall apply:  (i) the Commencement Date shall occur
and the payment of Rent shall begin on the earlier of the Premises Completion
Date or the day on which Tenant first commences any business operations in all
or any portion of the Premises; and (ii) neither the validity of this Lease
nor the obligations of Tenant under this Lease shall be affected by such delay
in the Premises Completion Date.  For purposes of this Lease the term
"Expiration Date" shall mean such date specified in the Basic Lease
Information, or such earlier date on which this Lease terminates pursuant to
the terms hereof.  Promptly following the Commencement Date, if the
Commencement Date occurs on a date other than as specified in the Basic Lease
Information, Landlord and Tenant shall execute a written instrument that shall
set forth the Commencement Date and the Expiration Date of the Term of this
Lease.

      2.2  Landlord shall, when construction progress so permits, notify
Tenant in advance of the approximate date on which Landlord's Work (as defined
in Exhibit C attached hereto, the "Work Letter") will be substantially
completed.  The date upon which Landlord's Work in the Premises is
substantially completed shall be the "Premises Completion Date," provided that
if substantial completion of Landlord's Work in the Premises is delayed
because of any Tenant Delay (as defined in the Work Letter), the

                                      1
<PAGE>


Premises Completion Date shall be deemed to occur on the date when it would
have occurred had there been no such Tenant Delay.  Landlord's Work in the
Premises shall be deemed to be substantially complete when Landlord has
procured a temporary or final certificate of occupancy for the Premises and
Landlord's Work has been substantially performed in accordance with the
provisions of the Work Letter, although minor items of construction,
installation or decoration are not fully completed or minor adjustments remain
to be made, so long as Tenant is able to use the Premises for its business
operations without unreasonable disruption or interference.

                                 ARTICLE III

                        BASE RENT; ADDITIONAL CHARGES

     3.1  Tenant shall pay to Landlord during the Term the annual base rental
specified in the Basic Lease Information (the "Base Rent"), which sum shall be
payable by Tenant in equal consecutive monthly installments on or before the
first day of each month, in advance, at the address specified for Landlord in
the Basic Lease Information, or such other place as Landlord shall designate,
without any prior demand therefor and without any abatement, deductions or
setoff whatsoever. Notwithstanding, Tenant shall pay the entire annual base
rental for the first year of the term of the Lease prior to the Commencement
Date.  If the Commencement Date should occur on a day other than the first day
of a calendar month, or the Expiration Date should occur on a day other than
the last day of a calendar month, then the rental for such fractional month
shall be prorated upon a daily basis based upon a thirty (30) day calendar
month.

     3.2 Tenant shall pay to Landlord all charges and other amounts whatsoever
payable by Tenant to Landlord as provided in this Lease including the Exhibits
hereto (collectively "Additional Charges"), including,  without limitation,
the charges for Real Estate Taxes and Expenses (as defined in Article IV
provided for in Article IV hereof, at the place where the Base Rent is
payable.  Landlord shall have the same remedies for a default in the payment
of Additional Charges as for a default in the payment of Base Rent.  As used
herein, the term "Rent" shall mean the Base Rent and all Additional Charges.

     3.3  If Tenant shall fail to pay any Rent within ten (10) days after the
date the same is due and payable, such unpaid amounts shall be subject to a
late payment charge equal to five percent (5%) of such unpaid amounts in each
instance.  In addition, such unpaid amount shall bear interest at the rate of
eighteen percent (18%) per annum from the date such unpaid amount became due
and payable.  Such charges have been agreed upon by Landlord and Tenant, after
negotiation, as a reasonable estimate of the additional administrative costs
and detriment to Landlord's ability to meet its own obligations relating to
the Building in a timely manner that will be incurred by Landlord as a result
of any such failure by Tenant, the actual costs thereof in each instance being
extremely difficult if not impossible to determine.  Such late payment charge
shall constitute liquidated damages to compensate Landlord for its damages
resulting from such failure to pay and shall be paid to Landlord together with
such unpaid amounts.


                                  ARTICLE IV

                         OPERATING EXPENSES AND TAXES

     4.1 For purposes of this Article IV, the following terms shall have the
meanings hereinafter set forth:

         (a)"Tenant's Share" shall mean the percentage figure specified in the
Basic Lease Information.  Tenant's Share has been computed by dividing the
total rentable area of the Premises (as stated in the Basic Lease Information)
by the total rentable area of the office space in the Building (as stated in
Section 1.2 hereof) and, in the event that either the rentable area of the
Premises (as shall be determined from time to time in accordance with the
provisions of Exhibit B or the total rentable area of the office space of the
Building is changed, Tenant's Share will be appropriately adjusted as of the
effective date of such change; and, as to the Tax Year or Expense Year (as
said terms are hereinafter defined) in which such change occurs, Tenant's
Share shall be determined on the basis of the number of days during such Tax
Year and Expense Year at each such percentage.

         (b)"Tax Year" shall mean each twelve (12) consecutive month period
commencing January 1st of each year, provided that Landlord, upon notice to
Tenant, may change the Tax Year from time to time to any other twelve (12)
consecutive month period and,  in the event of any such change, Tenant's Share
of Taxes (as hereafter defined) shall be equitably adjusted for the Tax years
involved in any such change.

         (c)"Real Estate Taxes" shall mean all taxes, assessments, fees,
impositions and charges levied upon or with respect to all or any part of the
Real Property or any personal property of Landlord used in connection
therewith, the ownership, leasing, operation, management, maintenance,
alteration, repair, rebuilding, use or occupancy of the Building, Landlord's
estate or interest in all or any part of the Real Property or any such
personal property, including the gross receipts from the Real

                                      2
<PAGE>

Property, or this Lease or any encumbrance thereon, the leasehold estate
created hereby or the rent payable hereunder.  Real Estate Taxes shall
include, without limitation, and whether now existing or hereafter enacted or
imposed, all general real property taxes and general and special assessments
(regardless of the method of valuation utilized by the taxing authority in
determining the amount of any such tax or assessment), all charges, fees or
assessments, whenever arising or paid or payable, for or with respect to
transit, housing, police, fire or other governmental services or purported
benefits to or burdens attributable to all or any part of the Real Property or
any personal property of Landlord used in connection therewith, all service
payments in lieu of taxes, and any tax, fee, imposition or excise on the act
of entering into this Lease or any other lease of space in the Building, or on
the use or occupancy of all or any part of the Real Property, or on the rent
payable under any lease or in connection with the business of renting space in
the Building, that are now or hereafter levied or assessed against Landlord or
any part of the Real Property, by the United States of America, the State of
Utah, the City of Provo and County of Utah, or any political subdivision,
public corporation, district or other political or public entity, and shall
also include any other tax, fee or other excise, however described, that may
now or hereafter be levied or assessed as a substitute for, or as an addition
to, in whole or in part, any other Real Estate Taxes, whether or not now
customary or in the contemplation of the parties on the date of this Lease.
Real Estate Taxes shall not include (i)  taxes paid by Tenant pursuant to
Article XXV hereof or by other tenants or owners, or (ii) franchise, transfer,
inheritance or capital stock taxes or income taxes measured by the net income
of Landlord from all sources, unless, due to a change in method of taxation,
any of such taxes is levied or assessed against Landlord as a substitute for,
or as an addition to, in whole or in part, any other tax that would otherwise
constitute a Real Estate Tax.  Real Estate Taxes shall also include reasonable
legal fees and other costs and disbursements incurred by Landlord in
connection with proceedings to contest, determine or reduce Real Estate Taxes.

         (d)"Expense Year" shall mean each twelve (12) consecutive month
period commencing January 1st of each year, provided that Landlord, upon
notice to Tenant, may change the Expense Year from time to time to any other
twelve (12) consecutive month period, and, in the event of any such change,
Tenant's Share of Expenses (as hereinafter defined) shall be equitably
adjusted for the Expense Years involved in any such change.

         (e)"Expenses" shall mean the total costs and expenses paid or
incurred by Landlord in connection with the management, operation, maintenance
and repair of the Building and the common areas thereof and any other portions
of the Real Property, and in connection with services provided to tenants of
the Building, including, without limitation, (i ) the cost of air
conditioning, electricity, heating, water, mechanical, telephone, ventilating,
elevator systems and all other utilities, including taxes payable in
connection therewith, and the costs of supplies and equipment and maintenance
and service contracts in connection therewith,  (ii) the cost of general
maintenance, cleaning and service contracts, as well as the cost of all
supplies, tools and equipment associated therewith,  (iii) the cost of fire,
extended coverage, sprinkler, public liability, property damage, rent,
earthquake and all other insurance carried by Landlord with respect to the
ownership and operation of the Building,  (iv) wages, salaries and other labor
costs, including taxes relating or incident to employment, insurance,
retirement, welfare, unemployment, medical and other employee benefits of any
nature whatsoever, (v) fees, charges and others costs,  including management
fees, consulting fees, legal fees and accounting fees, of all independent
contractors engaged by Landlord or reasonably charged by Landlord if Landlord
performs management services in connection with the Building, (vi) the cost of
maintenance and operation of the Building and its amenities, including
landscaping and security costs for the Building,  (vii) the fair market rental
value of Landlord's Building management and property manager's office, (viii)
the cost of rentals of capital equipment, (ix) the cost of any capital
improvements made to the Building after completion of its construction as a
labor-saving or energy-saving device or for the purpose of effecting other
economies in the operation or maintenance of the Building, or made to the
Building after the date of this Lease that are required under any governmental
law or regulation that was not applicable to the Building at the time that
permits for construction thereof were obtained, such cost to be amortized over
such reasonable period as Landlord shall determine, together with interest on
the unamortized balance at the rate of five percent (5%) per annum or such
higher rate as may have been paid by Landlord on funds borrowed for the
purpose of constructing such capital improvements, but not in excess of the
maximum rate permitted under applicable law to be charged by Landlord, and,
(x) any other expenses of any other kind whatsoever incurred in good faith in
managing, operating, maintaining and repairing the Building and any other
portions of the Real Property.  The computation of Expenses shall be made in
accordance with generally accepted accounting principles.

     4.2  Tenant shall pay to Landlord as Additional Charges one twelfth
(1/12th) of Tenant's Share of the Real Estate Taxes for each Tax Year or
portion thereof during the Term on or before the first day of each month
during such Tax Year, in advance, in an amount estimated by Landlord in a
writing delivered to Tenant; provided that Landlord shall have the right to
revise such estimates from time to time and Tenant shall thereafter make
payments hereunder on the basis of such revised estimates.  With reasonable
promptness after Landlord has received the tax bills for any Tax Year,
Landlord  shall furnish Tenant with a statement ("Landlord's Tax Statement")
setting forth the actual amount of Real Estate Taxes for such Tax Year, and
Tenant's Share thereof.  If Tenant's Share of the actual Real Estate Taxes for
such Tax Year exceeds the estimated Real Estate  Taxes paid by tenant for such
Tax Year, Tenant shall pay to Landlord (whether or not this Lease has
terminated) the difference between the amount paid by Tenant

                                      3

and Tenant's Share of the actual Real Estate Taxes within fifteen (15) days
after the receipt of Landlord's Tax Statement; and if the total amount of
estimated Real Estate Taxes paid by Tenant for such Tax Year exceed Tenant's
Share of the actual Real Estate Taxes for such Tax Year, such excess shall be
credited against the next installments of Real Estate Taxes due from Tenant to
Landlord hereunder (or in the event this Lease has terminated, shall be
refunded by Landlord to Tenant subject to Landlord's rights to offset such
excess against the amount of any damage or loss suffered by Landlord on
account of Tenant's default).

     4.3 Tenant shall pay to Landlord as Additional Charges one twelfth
(1/12th) of Tenant's Share of the Expenses for each Expense Year on or before
the first day of each month of such Expense Year, in advance, in an amount
estimated by Landlord in a writing delivered to Tenant; provided that Landlord
shall have the right to revise such estimates from time to time and Tenant
shall thereafter make payments hereunder on the basis of such revised
estimates.  With reasonable promptness after the expiration of each Expense
Year, Landlord shall furnish Tenant with a statement ("Landlord's Expense
Statement"), certified by an independent certified public accountant, setting
forth in reasonable detail the Expenses for such Expense Year, and Tenant's
Share of such Expenses.  If Tenant's Share of the actual Expenses for such
Expense Year exceeds the estimated Expenses paid by Tenant for such Expense
Year, Tenant shall pay to Landlord (whether or not this Lease has terminated)
the difference between the amount of estimated Expenses paid by Tenant and
Tenant's Share of the actual Expenses within fifteen (15) days after the
receipt of Landlord's Expense Statement: and if the total amount of estimated
Expenses paid by Tenant for such Expense Year exceeds Tenant's Share of the
actual Expenses for such Expense Year, such excess shall be credited against
the next installments of Expenses due from Tenant to Landlord hereunder (or in
the event this Lease has terminated, shall be refunded by Landlord to Tenant
subject to Landlord's rights to offset such excess against the amount of any
damage or loss suffered by Landlord on account of Tenant's default).

     4.4 If the Commencement Date shall occur on a date other than the first
day of a Tax Year and/or Expense Year, Tenant's Share of Real Estate Taxes and
Expenses for the Tax Year and/or Expense Year in which the Commencement Date
occurs shall be in the proportion that the number of days from and including
the Commencement Date to and including the last day of the Tax and/or Expense
Year in which the Commencement Date occurs bears to 365.  In such event,
Landlord shall deliver to Tenant on or about the Commencement Date a written
notice setting forth Landlord's estimate of Tenant's Share of Real Estate
Taxes and Expenses for the remainder of such Tax Year and Expense Year, and
the monthly payment of Tenant's Share of Real Estate Taxes and Expenses for
the remainder (as measured from the Commencement Date) of the then current Tax
Year and Expense Year, and the monthly payment of Tenant's Share of Real
Estate Taxes and Expenses for the remainder of such Tax Year and Expense Year
shall be equal to Tenant's Share  multiplied by a fraction, the denominator of
which shall be the number of full months remaining from the Commencement Date
to the end of the current Tax Year and Expense Year and the numerator of which
shall be one (1).  The first monthly payment of Tenant's Share shall be paid
on the Commencement Date, if such date is the first day of a month, and
otherwise shall be paid on the first day of the month following the
Commencement Date, in which event such first monthly payment shall also
include a prorated payment for the number of days from the Commencement Date
to the first day of each month following the Commencement Date.  Similarly, if
the Expiration Date shall occur on a date other than the last day of a Tax
Year and/or Expense Year, Tenant's Share of Real Estate Taxes and Expenses for
the Tax Year and/or the Expense Year in which the Expiration Date occurs shall
be in the proportion that the number of days from and including the first day
of the Tax Year and/or Expense Year in which the Expiration Date occurs to and
including the Expiration Date bears to 365.

     4.5  Only Landlord shall have the right to institute tax reduction or
other proceedings to reduce the assessed valuation of the Land or the
Building, provided that Landlord shall institute such proceedings when
requested to do so by the tenants of not less than 50% of the rentable square
footage area of the Building.  Should Landlord be successful in any such
reduction proceedings and obtain a rebate for periods during which Tenant has
paid Tenant's Share of Real Estate Taxes, Landlord shall, after deducting its
expenses, including without limitation reasonable attorneys' fees and
disbursements, pay Tenant's Share of such rebate to Tenant (prorated for any
partial year if appropriate).

     4.6  Landlord's failure to prepare and deliver any tax bill, notice or
statement provided for in this Article IV, or Landlord's or Tenant's failure
to make a demand, shall not cause Landlord or Tenant, as the case may be, to
forfeit or surrender its right to collect any amount which may become due to
it under this Article.


                                  ARTICLE V

                     USE OF PREMISES; CONDUCT OF BUSINESS

     5.1  Tenant shall use and continuously occupy the Premises during the
Term of this Lease solely for general office purposes and for no other use
without the prior written consent of Landlord.

                                      4
<PAGE>



     5.2  Tenant shall not use or occupy, or permit the use or occupancy of,
the  Premises or any part thereof for any use other than the use specifically
set forth in Section 5.1 hereof, or in a manner that would conflict with the
provisions of Article X or Section 15.4 hereof or that, in Landlord's
judgment, would adversely affect or interfere with any services required to be
furnished by Landlord to Tenant or to any other tenant or occupant of the
Building, or with the proper and economical provision of any such service, or
with the use or enjoyment of any part of the Building by any other tenant or
occupant thereof, or that would conflict with or violate any permit, special
restriction or certificate of occupancy or completion required, recorded or
issued for the Premises or any other part of the Building.  Tenant, and its
associates, agents, employees, customers, visitors and invitees shall not
occupy, at any time, more motor vehicle parking stalls than the number set
forth in the Basic Lease Information (Available Parking Stalls).

     5.3  Tenant shall not do anything or permit anything to be done or to
exist in or about the Premises which shall (a) be in conflict with any laws,
ordinances, or governmental regulations, or (b) subject Landlord to any
liability or responsibility for injury to any person or property by reason of
any business operation or other activity being conducted in the Premises or
any condition of or in the Premises.


                                  ARTICLE VI

                        COMMON AREAS; BUILDING CHANGES

     6.1 The manner in which the common areas of the Real Property are
maintained and operated and the expenditures therefore shall be at the sole
and absolute discretion of Landlord, and the use of such areas and any
facilities in connection therewith shall be subject to the Rules and
Regulations (as defined in Article XXIII).  The term "common areas" as used
herein shall mean the pedestrian sidewalks, and open spaces, truckways,
delivery areas, and stairs not contained in any of the leased areas of the
Building, and all other areas or improvements that may be provided by Landlord
for the convenience and use of the tenants of the Building and their
respective agents, employees, customers, invitees, and any other licensees and
invitees of Landlord.  Landlord reserves the right, from time to time, to
utilize portions of the common areas for entertainment, displays, or such
other uses that, in Landlord's judgment, tend to promote the character or
attractiveness of the Building.

     6.2  Landlord hereby reserves the right to its sole and absolute
discretion, at any time from time to time, without same constituting an actual
or constructive eviction, to make alterations, additions, repairs, or
improvements to or in, or decrease the size or area of, all or any part of the
Building, the fixtures and equipment, therein, the heating, ventilation, air
conditioning, plumbing, electrical, mechanical, fire protection, life safety,
and other systems of the Building (the "Building Systems"), the common areas
and all other parts of the Real Property, and to change arrangement and/or
location of entrances or passageways, doors and doorways, corridors,
elevators, stairs, toilets and other public parts of the Building.


                                 ARTICLE VII

                    TENANT'S PROPERTY AND TENANT'S CHANGES

     7.1  Except as provided in Section 7.2, all fixtures, equipment,
improvements, appurtenances and other property attached to or built into the
Premises at the commencement of or during the Term, whether or not pursuant to
the Work Letter and whether or not at the expense of Tenant, and any
replacements thereof whether or not at the expense of Tenant, shall be and
remain a part of the Premises, shall be deemed the property of Landlord and
shall not be removed by Tenant, except as hereinafter in this Article VII
expressly provided.

     7.2  All furniture, furnishings and other articles of movable personal
property installed in the Premises by or for the account of Tenant, without
expense to Landlord, and which can be removed without structural or other
material damage to the Building or the Premises (all of which are herein
called "Tenant's Property") shall be and remain the property of Tenant and may
be removed by it at any time during the Term; provided that if any of Tenant's
Property is removed, Tenant or any party or person entitled to remove it shall
repair or pay the cost of repairing any damage to the Premises or to the
Building resulting from such removal, which obligation to perform or pay for
such repairs shall survive the termination of this Lease.  Any equipment or
other property for which Landlord shall have granted any allowance or credit
to Tenant or which is a replacement for such items originally provided by
Landlord at Landlord's expense shall not be deemed to have been installed by
or for the account of Tenant without expense to Landlord, and shall not be
considered Tenant's Property.

     7.3  At or before the Expiration Date of this Lease, Tenant shall remove
from the Premises all of Tenant's Property except such items as the parties
shall have agreed are to remain and to become the property of Landlord, and if
Landlord so requests, Tenant shall also remove any Non-Building Standard Work
(as defined in the Work Letter) and any additional work or alterations
installed by Tenant pursuant to

                                      5
<PAGE>

Section 7.4 or Section 15.6 or otherwise.  In each instance, Tenant at its
sole cost and expense shall repair any damage to the Premises or the Building
resulting from such removal.  Tenant's obligations under this Section 7.3
shall survive the termination of this Lease.  Any other items of Tenant's
Property which shall remain in the Premises after the Expiration Date of this
Lease and after thirty (30) days written notice, may, at the option of
Landlord, be deemed abandoned and in such case may either be retained by
Landlord as its property or be disposed of, without account- ability, at
Tenant's expense in such manner as Landlord may see fit.

      7.4  Tenant shall make no alterations, installations,  additions or
improvements (collectively "Tenant's Changes") in or to the Premises without
Landlord's prior written consent, which consent shall not be unreasonably
withheld.  No Tenant's Changes shall require Landlord to do any work or expend
any sums, whether pursuant to any applicable law, code or regulation or
otherwise, for or with respect to the Premises or any other part of the Real
Property, nor result in the loss of any rentable area or any amenities of the
Building or otherwise adversely affect any economies in the operation of the
Building.  All Tenant's Changes shall be done at Tenant's expense, in
accordance with plans and specifications approved by Landlord, only by such
contractors or mechanics as are approved by Landlord in conformity with the
requirements of Section 8.2(c) and (e) hereof, and subject to all other
conditions which Landlord may in its sole and absolute discretion impose.  Any
proposed Tenant's Changes to or affecting any of the Building Systems must be
either designed by or approved by Landlord's Building engineer.  Tenant shall
reimburse Landlord for Landlord's reasonable costs and expenses incurred in
connection with any proposed Tenant's Changes, including without limitation
any fees charged by Landlord's architect or Building engineer in connection
with the preparation or review of any plans and specifications for any
proposed Tenant's Changes, within five (5) days after demand therefor by
Landlord.


                                 ARTICLE VIII

                           MAINTENANCE AND REPAIRS

      8.1  Landlord shall maintain and repair the Building shell and the
Building Systems (exclusive of connections thereto installed in the Premises
by or for Tenant which are Non-Building Standard Work), provided that Tenant
shall be obligated to reimburse Landlord upon demand for the costs of such
repair or maintenance if necessitated or occasioned by the acts, omissions or
negligence of Tenant or any person or entity claiming through or under Tenant,
or any of their servants, employees, contractors, agents, customers, visitors
or licensees, or by the use or occupancy of the Premises by Tenant, or by
reason of any Non-Building Standard Work or any Tenant's Changes, reasonable
wear and tear excepted.

      8.2  All repairs and replacements made by or on behalf of Tenant or any
person or entity claiming through or under Tenant shall be made and performed
(a) at Tenant's cost and expense, (b) by contractors or mechanics approved by
Landlord, which approval shall not be unreasonably withheld, (c) using
equipment and materials which will not impair or otherwise adversely affect or
interfere with the operation, performance or reliability of any of the
Building Systems or with the use and occupancy of the common areas of the
Building or the premises of any other tenant of the Building, (d) so that same
shall be at least equal in quality, value, and utility to the original work or
installation, and (e) in accordance with the Rules and Regulations and with
all Legal Requirements (as defined in Article X).

                                  ARTICLE IX

                                    LIENS

     Tenant shall keep the Premises free from any liens arising out of
Tenant's Changes and any other work performed, material furnished or
obligations incurred by or for Tenant or any person or entity claiming through
or under Tenant.  In the event that Tenant shall not, within ten (10) days
following the imposition of any such lien, cause same to be released of record
by payment or posting of a proper bond, Landlord shall have, in addition to
all other remedies provided herein and by law, the right but not the
obligation to cause same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien.  All reasonable sums
paid by Landlord and all reasonable expenses incurred by Landlord in
connection therewith (including without limitation reasonable attorneys' fees)
shall be payable to Landlord by Tenant on demand.  Landlord shall have the
right at all times to post and keep posted on the Premises any notices
permitted or required by law, or that Landlord shall deem proper, for the
protection of Landlord, and all or any part of the Real Property, and any
other party having an interest therein, from mechanics' and materialmen's
liens.  Tenant shall give Landlord at least five (5) business days' prior
written notice of commencement of any repair or construction on the Premises.

                                      6
<PAGE>


                                  ARTICLE X


                             COMPLIANCE WITH LAWS

     Tenant shall not use or occupy, or permit the use or occupancy of, the
Premises in a manner that would violate any Legal Requirements.  Tenant, at
Tenant's cost and expense, shall comply with all Legal Requirements that shall
impose any duty upon Tenant with respect to the Premises or the use or
occupancy thereof, except that Tenant shall not be required to make any
alterations to the Building shell or the Building Systems in order to comply
therewith unless such alterations shall be necessitated or occasioned, in
whole or in part, by Non-Building Standard Work or Tenant's Changes or by the
acts, omissions or negligence of Tenant or any person or entity claiming
through or under Tenant, or any of their servants, employees, contractors,
agents, customers, visitors or licensees, or the use or occupancy or manner of
use or occupancy of the Premises by Tenant.  The term "Legal Requirements"
shall mean all laws, statutes, codes, acts, ordinances, orders, judgments,
decrees, injunctions, rules, regulations, permits, licenses, authorizations,
directions, restrictions and requirements of and agreements with all courts
and governmental authorities now or hereafter in effect and applicable to the
Real Property or any part thereof, or any of the adjoining sidewalks, streets
or ways.

                                  ARTICLE XI

                                SUBORDINATION

      11.1  This Lease is subject and subordinate to all existing mortgages
and deeds of trust encumbering the Building.

      11.2  This Lease shall be subject and subordinate at all times to:  (a)
all ground leases or underlying leases that may hereafter be executed
affecting the Real Property, and (b) the lien of any mortgages or deeds of
trust that may now exist or hereafter be executed in any amount for which the
Real Property,  underlying leases, Building rentals, or Landlord's interest or
estate in any of said items is specified as security.  Landlord shall use its
best efforts to secure in any such mortgages or deeds of trust and in any such
other ground leases or underlying leases a covenant on the part of the
mortgagees, beneficiaries or ground or underlying lessors thereunder to
recognize the interest of Tenant under this Lease in the event of any
foreclosure or conveyance in lieu of foreclosure, if at the time of any such
event Tenant is not then in default hereunder.

      11.3  Notwithstanding any recognition of this Lease by any mortgagees,
beneficiaries, or ground or underlying lessors pursuant to Section 11.1, (i)
Tenant's interest under this Lease shall nevertheless be subject to the rights
of such mortgagees or beneficiaries or ground or underlying lessors or Ground
Lessor to insurance and condemnation proceeds with respect to the Real
Property, (ii) any such recognition of Tenant's interest under this Lease
shall not result in any liability or responsibility on the part of any such
mortgagees, beneficiaries or ground or underlying lessors, for any past
defaults of Landlord, the prepayment of any Rent by Tenant, any claim or
setoff that Tenant may have against Landlord, or any obligations of Landlord
with respect to the construction of the Building or the Premises, or any part
thereof, and (iii) no amendment of this Lease shall be binding on any such
mortgagees or beneficiaries or ground or underlying lessors or Ground Lessor
without such party's written consent.

      11.4  In the event that any ground lease or underlying lease terminates
for any reason or any mortgage or deed of trust is foreclosed or a conveyance
in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding
any subordination of any ground lease, underlying lease or lien to this Lease,
attorn to and become the tenant pursuant to the terms of this Lease of the
successor in interest to Landlord at the option of such successor in interest.

      11.5  The provisions of this Article XI shall be self-operative and no
further instrument shall be required.  Tenant covenants and agrees, however,
to execute and deliver, promptly upon demand by Landlord and in the form
requested by Landlord, any additional documents evidencing the lien of any
such mortgages or deeds of trust.


                                 ARTICLE XII

                          ASSIGNMENT AND SUBLETTING

      12.1  Neither Tenant, nor any other person or entity which at any time
uses or occupies, or holds any interest in this Lease with respect to, all or
any part of the Premises, whether acquired directly or indirectly from Tenant,
including without limitation any subtenant or subassignee of any type, and any
person or entity acquiring any interest of Tenant or any such other person or
entity under this Lease pursuant to any foreclosure sale or conveyance in lieu
thereof (collectively "Transferor"), shall directly or indirectly, voluntarily
or by operation of law, sell, assign, encumber, pledge or otherwise transfer
or hypothecate all or any part of its interest in or rights with respect to
the premises or its leasehold or subleasehold estate (collectively,
"Assignment"), or permit all or any portion of the Premises to be

                                      7
<PAGE>

occupied by anyone other than itself or sublet all or any portion of the
Premises (collectively, "Sublease"), without Landlord's prior written consent,
which consent shall not be unreasonably withheld, in each instance as provided
hereinbelow, and each Transferor's leasehold estate shall consist only of the
right to use and occupy the Premises (or the portion thereof covered by a
Sublease) for its own purposes during the term of its leasehold estate.

      12.2  If Tenant or any other Transferor desires at any time to enter
into an Assignment or a Sublease, it shall first give written notice to
Landlord of its intention to do so (the "Notice of Proposed Transfer"), which
notice shall contain (a) the name of the proposed assignee, subtenant or
occupant (collectively "Transferee"),  (b) the nature of the proposed
Transferee's business to be carried on in the Premises,  (c) the terms and
provisions of the proposed Assignment or Sublease, and (d)  the most recent
financial statement or other equivalent financial information concerning the
proposed Transferee.  In addition, Tenant shall provide to Landlord such other
financial information as Landlord may request concerning the proposed
Transferee.

      12.3  If Landlord consents to any Sublease or Assignment as set forth in
subsection 12.1:

         (a)  Tenant or other Transferor may thereafter within ninety (90)
days after Landlord's consent enter into such Assignment or Sublease, but only
with the party and upon the specific terms and conditions set forth in the
Notice of Proposed Transfer;

         (b)  Such Sublease or Assignment shall be subject to and in full
compliance with all of the terms and provisions of this Lease; and Landlord's
consent to such Sublease or Assignment shall not be construed as a consent to
any terms thereof which are inconsistent or in conflict with any of the
provisions of this Lease unless and only to the extent that Landlord in such
consent specifically agrees in writing to be bound by such inconsistent or
conflicting terms.

      12.4  No consent by Landlord to any Assignment or Sublease by Tenant or
other Transferor shall relieve Tenant or other Transferor of any obligation to
be performed by Tenant or such Transferor under this Lease, whether arising
before or after the Assignment or Sublease, including without limitation the
obligation to obtain Landlord's express written consent to any other
Assignment or Sublease.  Any Assignment or Sublease that is not in compliance
with this Article XII shall be void and, at the option of Landlord, shall
constitute a material default by Tenant under this Lease.  The acceptance of
any Rent by Landlord from a proposed Transferee shall not constitute consent
to such Assignment or Sublease by Landlord or a recognition of any Transferee
or a waiver by Landlord of any failure of Tenant or other Transferor to comply
with this Article XII.

      12.5  Any direct or indirect sale or other transfer of a majority of the
voting stock of Tenant or other Transferor, if Tenant or such Transferor is a
corporation, or any direct or indirect sale or other transfer of a majority of
the general partnership interests in Tenant or other Transferor, if Tenant or
other Transferor is a partnership, whether any such sale or transfer shall
occur as the result of any single transaction or event or any series of
transactions or events, shall be an  Assignment for purposes of this Article
XII if this Lease constitutes all or substantially all of the real estate
assets of Tenant or other Transferor.  In addition, any direct or indirect
sale or other transfer, including by merger or consolidation, of all or a
substantial part of the assets of Tenant or other Transferor to another person
or entity, shall constitute an Assignment for purposes of this Article XII.
As used in this Section 12.5, the term "Transferor" shall also mean any entity
which has guaranteed Tenant's or other Transferor's obligations under this
Lease, and the prohibitions hereof shall be applicable to any direct or
indirect sales or transfers of the stock, partnership interests or assets of
said guarantor to the same extent as if such guarantor were the Tenant
hereunder.

      12.6  Each Transferee, other than Landlord, shall assume all obligations
of Tenant under this Lease and shall be and remain liable jointly and
severally with Tenant for the payment of Rent, and for the performance of all
of the terms, covenants, conditions and agreements herein contained on
Tenant's part to be performed for the Term; provided, however, that without
limiting the obligations of Tenant under this Lease the Transferee shall be
liable to Landlord for Rent only in the amount set forth in the Assignment or
Sublease unless otherwise agreed by the parties thereto.  No Assignment shall
be binding on Landlord unless Tenant or other Transferor or Transferee shall
deliver to Land lord a counterpart of the Assignment and an instrument in
recordable form that contains a covenant of assumption by such Transferee
satisfactory in substance and form to Landlord and consistent with the
requirements of this Section 12.6, but the failure or refusal of such
Transferee to execute such instrument of assumption shall not release or
discharge such Transferee from its liability as set forth above.  Tenant or
other Transferor shall reimburse Landlord on demand for any costs that may be
incurred by Landlord in connection with any proposed Assignment or Sublease,
including without limitation the costs of making investigations as to the
acceptability of the proposed Transferee and legal costs incurred in
connection with the granting of any requested consent.  If Landlord shall
exercise any of its options under subsections 12.3(a) or (b), Transferor shall
indemnify, defend and hold harmless Landlord against and from any and all
loss, liability, damage, cost and expense (including without limitation
reasonable attorneys' fees and disbursements) resulting from any claims that
may be made against Landlord by the proposed Transferee or by any party
engaged or retained by Tenant or other Transferor or the proposed Transferee
in connection with any

                                      8

<PAGE>

proposed Assignment or Sublease, including without limitation any real estate
brokers, agents or sales personnel.


                                 ARTICLE XIII

                                 DESTRUCTION

      13.1  If the Premises shall be damaged by fire or other casualty and the
resulting loss is fully insured against by any fire and extended coverage
insurance policy covering the Building which Landlord may elect to carry, and
if Tenant shall give prompt notice to Landlord of such damage, Landlord, at
Landlord's expense, shall repair such damage; subject, however, to the
provisions of Section 13.2 and provided that Landlord shall have no obligation
to repair any damage to or to replace Tenant's Property or any other property
or effects of Tenant.  Except as otherwise provided in this Article XIII, if
the entire Premises shall be rendered untenantable by reason of any such
damage and Tenant is not occupying and using any part thereof, the Rent shall
abate for the period from the date of such damage to the date when Landlord
shall have completed its repair of the Premises, and if only a part of the
Premises shall be rendered untenantable, the Rent shall abate for such period
in the proportion that the area of the part of the Premises so rendered
untenantable bears to the total area of the Premises, but only to the extent
that such untenantability materially interferes with the conduct of Tenant's
business on the unaffected portion of the Premises; provided, however, if,
prior to the date when Landlord shall have completed all of its repairs to the
Premises, all or any part of the Premises with respect to which the Rent
abates as provided above shall be repaired by Landlord or shall be used or
occupied by Tenant or any person or persons claiming through or under Tenant
or shall cease to cause such material interference, then the Rent attributable
to the Premises or such part thereof shall be reinstated on the date of any
such use, occupancy or tenantability, or cessation of interference.

      13.2  Notwithstanding the provisions of Section 13.1 hereof, if, prior
to or during the Term (a) the Premises shall be totally damaged or rendered
wholly untenantable by fire or other casualty, or (b) the Building shall be so
damaged by fire or other casualty that substantial alteration, demolition or
reconstruction of the Building shall be required (whether or not the Premises
shall have been damaged), then, in either of such events, Landlord, at
Landlord's option, may give to Tenant, within ninety (90) days after such fire
or other casualty, a thirty (30) days' notice of termination of this Lease
and, in the event such notice is given, this Lease shall terminate upon the
expiration of such thirty (30) days; and the Rent shall be apportioned as of
such date and any prepaid Rent, or any portion thereof, for any period after
such date shall be refunded by Landlord to Tenant.

      13.3  Landlord and Tenant shall each obtain and maintain, throughout the
Term, in any casualty insurance policies carried by such party covering any
part of the Real Property, the Premises, or the contents therein, including
Tenant's Property, a waiver of all rights of subrogation which the insurer of
one party might have against the other party, which waiver shall be effective
so long as a corresponding waiver is carried by the other party in its
policies.  In further implementation of the foregoing, each party hereby
waives (a) any obligation on the part of the other party to make repairs
necessitated or occasioned by fire or other casualty that is an insured risk
under such policies, and (b) any right of recovery against the other party,
any other permitted occupant of the Premises, and any of their servants,
employees, agents or contractors, for any loss occasioned by fire or other
casualty that is an insured risk under such policies.  If such waiver of
subrogation can be obtained under any such policy of insurance only upon
payment of an additional premium and the party benefiting from such waiver
shall not pay such additional premium on demand, or if such waiver cannot be
obtained upon other conditions acceptable to the party benefiting from such
waiver, then the party benefiting from such waiver shall be deemed to have
agreed that the other party shall be released from all of its foregoing
obligations and waivers under this Section 13.3.  Except to the extent
expressly provided in this Section 13.3 hereof, nothing contained in this
Lease shall relieve Tenant of any liability to Landlord or to its insurance
carriers which Tenant may have under law or under the provisions of this Lease
in connection with any damage to the Premises or the Building by fire or other
casualty.

      13.4  Notwithstanding any other provisions of this Article XIII, if any
such damage is due to the act or negligence of Tenant, any person claiming
through or under Tenant, or any of their servants, employees, agents, or
contractors, then there shall be no abatement or apportionment of Rent by
reason of such damage, except to the extent that Landlord is reimbursed for
such abatement or apportionment of Rent pursuant to any rental interruption
insurance policies that Landlord may, in its sole discretion, elect to carry,
and only if such reimbursement does not result in a premium increase to
Landlord by reason of unfavorable claims experience.

                                 ARTICLE XIV

                                EMINENT DOMAIN

      14.1  As used herein, the term "Taking" shall mean a permanent or
temporary condemnation or taking of all or any portion of the Premises or the
Building in any manner for public or quasi-public use,

                                      9
<PAGE>

including but not limited to a conveyance or assignment in lieu of a
condemnation or taking.  Except as otherwise provided in Section 14.4:

         (a)  If a Taking covers the entire Premises, this Lease shall
automatically terminate as of the earlier of the date of the vesting of title
or the date of dispossession of Tenant as a result of such Taking.

         (b)  If a Taking covers only a part of the Premises, this Lease shall
automatically terminate as to the portion of the Premises so taken as of the
earlier of the date of the vesting of title or the date of dispossession of
Tenant as a result of such condemnation or Taking.

         (c)  If a Taking covers such portion of the Building so as to
require, in the opinion of Landlord, a substantial alteration or
reconstruction of the remaining portions thereof, this Lease may be terminated
by Landlord, as of the earlier of the date of the vesting of title or the date
of dispossession of the owner or tenant of the portion of the Building so
taken, by written notice to Tenant within sixty (60) days following notice
from the condemning authority to Landlord of the date on which said vesting or
dispossession will occur.

         (d)  If a substantial portion of the Premises is taken so as to
render the remaining portion untenantable and unusable by Tenant, this Lease
may be terminated by Tenant as of the earlier of the date of the vesting of
title or the date of dispossession of Tenant as a result of such Taking, by
written notice to Landlord.

      14.2  Except as otherwise provided in Section 14.4, Landlord shall be
entitled to the entire award in any Taking, including, without limitation, any
award made for the value of the leasehold estate or any other rights of Tenant
created by or existing under this Lease.  No award for any partial, temporary
or entire Taking shall be apportioned, and Tenant hereby assigns to Landlord
any award that may be made in such Taking, together with any and all rights of
Tenant now or hereafter arising in or to same or any part thereof; provided,
however, that nothing contained herein shall be deemed to give Landlord any
interest in or to require Tenant to assign to Landlord any award made to
Tenant specifically and separately for its relocation expenses, the taking of
Tenant's Property, or the interruption of or damage to Tenant's business.

      14.3  In the event of a Taking that does not result in a termination of
this Lease as to the entire Premises, then except as otherwise provided in
Section 14.4 the Rent shall abate in proportion to the portion of the Premises
covered by such Taking, but only to the extent that such Taking materially
interferes with the conduct of Tenant's business on the remaining portion of
the Premises.

      14.4  Notwithstanding any other provision of this Article XIV, if a
Taking occurs with respect to all or any portion of the Premises for a limited
period of time, this Lease shall remain unaffected thereby and Tenant shall
continue to pay in full all Rent.  In the event of any such temporary Taking,
Tenant shall be entitled to receive that portion of any award which represents
compensation for the use of occupancy of the Premises during the Term, and
Landlord shall be entitled to receive that portion of any award which
represents the cost of restoration of the Premises and the use and occupancy
of the Premises after the end of the Term.

                                  ARTICLE XV

                                  UTILITIES

      15.1  Tenant shall pay for all fuel and electric current required for
the heating, air conditioning, and ventilation systems required for the use
and occupancy of the Premises.  Tenant shall provide all janitorial services
for the Premises.  Landlord shall provide water for lavatory and drinking
purposes.

      15.2  In the event any governmental authority promulgates or revises any
statute, ordinance or building, fire or other code or imposes mandatory
controls or guidelines on Landlord or the Building or any part thereof,
relating to the use or conservation of energy, water, gas, light or
electricity or the provision of any other utility or service provided with
respect to this Lease, Landlord may, in its sole and absolute discretion, take
any action necessary to comply with such mandatory controls or guidelines,
including making alterations to the Building.  Such compliance and the making
of such alterations shall in no event entitle Tenant to any damages, relieve
Tenant of the obligation to pay the full Rent reserved hereunder or to perform
each of its other covenants hereunder or constitute or be construed as a
constructive or other eviction of Tenant.

     15.3  Without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, Tenant shall not:  (a) connect any electrical
equipment to the Building's electricity distribution system other than
customary lamps, typewriters and other small office machines which consume
comparable amounts of electricity, or use any electrical equipment that
exceeds the capacity of the electrical Building System; (b) connect any
apparatus, machine or device with water pipes or electrical current (except in
the case of electric current, through existing electrical outlets in the
Premises), for the purpose of using water or electric current; or (c) maintain
an electrical load at any time in excess of 2.25

                                      10
<PAGE>

watts per square foot of rentable area of the Premises.  Landlord shall have
the right at any time to install an electric current meter in the Premises to
measure the amount of electric current consumed on the Premises.

       15.4  Without the prior written consent of Landlord, which Landlord may
refuse in its sole and absolute discretion, Tenant shall not place or install
in the Premises any machine or equipment the weight of which shall exceed the
normal load bearing capacity of the floors of the Building; and, if Landlord
consents to the placement or installation of any such machine or equipment in
the Premises, Tenant at its sole cost and expense shall reinforce the floor of
the Premises in the area of such placement or installation, pursuant to plans
and specifications approved by Landlord and otherwise in compliance with
Article VII hereof, to the extent necessary to ensure that no damage to the
Premises or the Building or weakening of any structural supports will be
occasioned thereby.  Tenant shall reimburse Landlord for Landlord's reasonable
costs and expenses incurred in connection with Landlord's review of any plans
and specifications for reinforcement of the floor of the Premises within five
(5) days after demand therefor by Landlord.

       15.5  Tenant shall be permitted to obtain office and communications
services from any reputable person or entity in the business of providing the
same (herein called a "Service Provider"), provided that Landlord shall not be
required thereby to make any alterations in or to any part of the Building or
provide to such Service Provider any space in the Building or the use of any
facilities or equipment of the Building, and provided further that no such
services provided by a Service Provider, or any equipment or facilities used
or to be used in connection therewith, shall be incompatible in any respect
with, or shall interfere with or otherwise impair or adversely affect, the
operation, reliability or quality of the Building Systems.  Tenant shall be
responsible for the installation, completion, maintenance, repair, start up
and operation of any and all communications and telecommunications, data
processing, computer, word processing, photocopying, library retrieval,
records and file storage, and all other facilities and installations required
by Tenant either initially or from time to time for the conduct of its
business in or from the Premises.  No delay or failure in delivery
installation or operation of any such facilities or installation or any
systems, equipment or services required in connection therewith, shall delay
the Commencement Date of this Lease or the obligation of Tenant to pay Rent
and perform its other covenants as provided herein, or in any other manner
reduce or affect any of the obligations of Tenant under this Lease.


                                 ARTICLE XVI

                                   DEFAULT

      16.1  Any vacation or abandonment of the Premises for a continuous
period in excess of five (5) business days or any failure to pay any Rent as
and when due, or any failure to perform or comply strictly with any covenant
or condition of or representation made under this Lease (including any
Exhibits hereto), shall constitute a default hereunder by Tenant, subject in
the specific instances set forth below to the expiration of the appropriate
grace period hereinafter provided.  Tenant shall have a period of fifteen (15)
days from the date of written notice from Landlord within which to cure any
default in the payment of Rent.  Tenant shall have a period of ten (10) days
from the date of written notice from Landlord within which to cure any other
default under this Lease; provided, however, that with respect to any default
other than the payment of Rent that cannot reasonably be cured within ten (10)
days, the default shall not be deemed uncured if Tenant commences to cure such
default within ten (10) days from Landlord's notice and continues to prosecute
diligently the curing thereof to completion within a reasonable time, but in
any event Tenant must complete such cure within sixty (60) days after the date
of Landlord's notice.

      16.2  Upon the occurrence of a default by Tenant which is not cured by
Tenant within the applicable grace period specified in Section 16.1 hereof,
Landlord shall have the following rights and remedies in addition to all other
rights or remedies available to Landlord at law or in equity:

         (a)  The right of Landlord to continue this Lease in effect and to
enforce all of its rights and remedies under this Lease, including the right
to recover Rent as it becomes due, for so long as Landlord does not terminate
Tenant's right to  possession.  Acts of maintenance or preservation, efforts
to relet the Premises or the appointment of a receiver upon Landlord's
initiative to protect its interest under this Lease shall not constitute a
termination of Tenant's right to possession.  If Landlord exercises said
rights, Landlord, as attorney-in-fact for Tenant, may from time to time sublet
the Premises or any part thereof for such term or terms (which may extend
beyond the Term) and at such rent and upon such other terms as Landlord in its
reasonable discretion may deem advisable, with the right to make alterations
and repairs to the Premises.  Upon each such subletting, (i) Tenant shall be
immediately liable for payment to Landlord of, in addition to Rent due
hereunder, the cost of such subletting and such alterations and repairs
incurred by Landlord and the amount, if any, by which the Rent owing hereunder
for the period of such subletting (to the extent such period does not exceed
the Term) exceeds the amount to be paid as Rent for the Premises for such
period pursuant to such subletting, or (ii) at the option of Landlord, rents
received from such subletting shall be applied first, to payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord; second, to
the payment of any costs of such subletting and of such alterations and
repairs; third, to payment of Rent due and unpaid hereunder; and the residue,
if any, shall be held by

                                      11
<PAGE>

Landlord and applied in payment of future Rent as the same becomes due
hereunder.  If Tenant has been credited with any rent to be received from such
subletting under clause (i) and such rent shall not be promptly paid to
Landlord by the subtenant(s), or if such rentals received from such subletting
under clause (ii) during any month are less than those required 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 within five
(5) days following written notice from Landlord.  For all purposes set forth
in this Section 16.2(a) Landlord is hereby irrevocably appointed
attorney-in-fact for Tenant, with power of substitution.  No taking possession
of the Premises by Landlord, as attorney-in-fact for Tenant shall be construed
as an election on its part to terminate this Lease or Tenant's right to
possession unless a written notice of such intention is given to Tenant.  No
action taken by Landlord pursuant to this paragraph shall be deemed a waiver
of any default by Tenant, and notwithstanding any such subletting without
termi-nation, Landlord may at any time thereafter elect to terminate this
Lease for such previous default.

         (b)  The right to terminate this Lease and dispossess Tenant by
giving notice to Tenant in accordance with applicable Utah law.

         (c)  The right to have a receiver appointed for Tenant, upon
application by Landlord, to take possession of the Premises and to apply any
rental collected from the Premises and to exercise all other rights and
remedies granted to Landlord as attorney-in-fact for Tenant pursuant to
Sections 16.2(a) hereof.

         (d)  The right and power, as attorney-in-fact for Tenant to enter the
Premises and remove therefrom all persons and property, to store such property
in a public warehouse or elsewhere at the cost of and for the account of
Tenant, and to sell such property and to apply the proceeds therefrom pursuant
to applicable Utah Law.  In connection therewith, Landlord is hereby granted a
lien against all of Tenant's Property situated within the Premises.

      16.3  Termination of this Lease under this Article XVI and exercise of
any remedies of Landlord as provided herein shall not affect or terminate the
right of Landlord to enforce any and all indemnities given Landlord by Tenant
under the terms of this Lease, which indemnities shall survive any termination
of this Lease.


                                 ARTICLE XVII

                           INSOLVENCY OR BANKRUPTCY

      The appointment of a receiver to take possession of all or substantially
all of the assets of Tenant, or an assignment by Tenant for the benefit of
creditors, or the commencement of a case or proceeding by or against Tenant or
any other action taken or suffered by Tenant under any insolvency, bankruptcy,
reorganization, moratorium or other debtor relief act or statute, whether now
existing or hereafter amended or enacted, shall constitute a breach of this
Lease by Tenant.  Upon the happening of any such event, this Lease shall
automatically terminate without further notice of termination from Landlord to
Tenant, provided that Landlord may enforce any of its remedies under Section
16.2, except subsection (b) thereof, and provided further that neither such
termination nor exercise of remedies shall affect or terminate the right of
Landlord to enforce any and all indemnities given Landlord by Tenant under the
terms of this Lease.  In no event shall this Lease be assigned or assignable
by operation of law or by virtue of or in any voluntary or involuntary
bankruptcy, reorganization or insolvency case or proceeding or otherwise, and
in no event shall this Lease or any rights or privileges hereunder be an asset
of Tenant under any bankruptcy, reorganization, insolvency or other debtor
relief proceeding.


                                ARTICLE XVIII

                   FEES AND EXPENSES; INDEMNITY; INSURANCE

      18.1  If Tenant shall default in the performance of any of its
obligations under this Lease, Landlord, at any time thereafter and upon
fifteen (15) days' prior written notice, may remedy such default for Tenant's
account and at Tenant's expense, without thereby waiving such default or
rights or remedies of Landlord on account of such default.  Except as
specifically provided to the contrary in this Lease, Tenant shall pay to
Landlord, within five (5) days after delivery by Landlord to Tenant of bills
or statements therefor:  (a) sums equal to all expenditures made and monetary
obligations incurred by Landlord including, without limitation, expenditures
made and obligations incurred for reasonable counsel fees and disbursements,
in connection with any remedying by Landlord for Tenant's account pursuant to
the immediately preceding sentence; (b) sums equal to all losses, costs,
liabilities, damages and expenses referred to in Section 18.2 hereof; (c) sums
equal to all expenditures made and monetary obligations incurred by Landlord,
including, without limitation, expenditures made and obligations incurred for
reasonable counsel fees and disbursements, in collecting or attempting to
collect any Rent or in enforcing or attempting to enforce any rights of
Landlord under this Lease or pursuant to law.  Tenant's obligations under this
Section 18.1 shall survive the expiration or other termination of this Lease.

                                      12
<PAGE>

      18.2  Tenant agrees to indemnify Landlord against and save Landlord
harmless from any and all loss, cost, liability, damage and expense including,
without limitation, penalties, fines and reasonable counsel fees and
disbursements, incurred in connection with (a) any default by Tenant in the
observance or performance of any of the terms, covenants or conditions of this
Lease, or (b) any acts, omissions or negligence of Tenant.  Tenant's
obligations under this Section 18.2 shall survive the expiration or other
termination of this Lease.

      18.3  Tenant shall procure at its cost and expense and keep in effect
during the Term (a) comprehensive general liability insurance, including
without limitation contractual liability and specific coverage of risks
arising out of any activities of Tenant pursuant to Article VII hereof, with a
minimum combined single limit of liability of One Million Dollars
($1,000,000.00), which limit of liability may be increased from time to time
by mutual agreement of the parties hereto.  And which insurance shall
specifically include all liability assumed hereunder by Tenant (provided that
the amount of such insurance shall not be construed to limit the liability of
Tenant hereunder), and (b) insurance against damage or destruction by fire,
lightning and other risks from time to time included under generally available
extended coverage endorsements in an amount adequate to cover the cost of
replacement of all Tenant's Property within the Premises.  Such insurance
shall name Landlord as an additional insured, shall provide that it is primary
insurance, and not excess over or contributory with any other valid, existing
and applicable insurance in force for or on behalf of Landlord, and shall
provide that Landlord shall receive thirty (30) days' written notice from the
insurer prior to any cancellation or change of coverage.  Tenant shall deliver
policies of such insurance or certificates thereof to Landlord on or before
the Commencement Date, and thereafter at least thirty (30) days before the
expiration dates of expiring policies; and, in the event Tenant shall fail to
procure such insurance, or to deliver such policies or certificates, Landlord
may, at its option, procure same for the account of Tenant, and the cost
thereof shall be paid to Landlord within five (5) days after delivery to
Tenant of a statement therefor.  Tenant's compliance with the provisions of
this Section 18.3 shall in no way limit Tenant's liability under any of the
other provisions of this Article XVIII.


                                 ARTICLE XIX

                              ACCESS TO PREMISES

      Landlord reserves and at all times during the Term and shall have the
right to enter the Premises at all reasonable times to inspect same, to supply
any service to be provided by Landlord to Tenant hereunder, to show the
Premises to prospective purchasers, mortgagees and tenants, to post notices of
nonresponsibility, and to alter, improve or repair the Premises and any
portion of the Building, as provided in Articles VI, VIII, XIII, and XV
hereof.  Landlord may for any of the above purposes erect, use and main- tain
scaffolding, pipes, conduits and other necessary structures in and through the
Premises where reasonably required by the character of the work to be
performed, provided that the principal entrance to the Premises shall not be
blocked thereby for any unreasonable period of time, and further provided that
the business of Tenant shall not be interfered with unreasonably.  Landlord
shall have the right to use any and all means that Landlord may deem necessary
or proper to open said doors in an emergency in order to obtain entry to any
portion of the  Premises, and any entry to the Premises or portions thereof
obtained by Landlord by any of said means, shall not under any circumstances
be construed or deemed to be a forcible or unlawful entry into, or a detainer
of, the Premises, or an eviction, actual or constructive, of Tenant from the
Premises or any portion thereof.  Landlord shall have the right to enter and
inspect any special security areas referred to in the immediately preceding
sentence upon notice to Tenant, provided that Tenant may require Landlord to
be accompanied by a representative of Tenant during such inspection.  Tenant
shall be liable to Landlord for all of Landlord's damages, including
consequential damages, to the extent Landlord is unable to protect all or any
part of the Real Property during an emergency because of Landlord's lack of
access to a special security area.


                                  ARTICLE XX

                                   NOTICES

      Except as otherwise expressly provided in this Lease, any bills,
statements, notices, demands, requests or other communications given or
required to be given under this Lease shall be effective only if rendered or
given in writing, sent by certified mail or delivered personally, (a) if to
Tenant (i) at Tenant's address set forth in the Basic Lease Information, if
sent prior to Tenant's taking possession of the Premises, or (ii) at the
Premises if sent subsequent to Tenant's taking possession of the Premises, or
(iii) at any place where Tenant or any agent, officer, partner or employee of
Tenant may be found if sent subsequent to Tenant's vacating, deserting,
abandoning or surrendering the Premises, or (b) if to Landlord, at Landlord's
address set forth in the Basic Lease Information, or (c) to such other address
as either Landlord or Tenant may designate as its new address for such purpose
by notice given to the other in  accordance with the provisions of this
Article XX.  Any such bill, statement, notice, demand, request or other
communication shall be deemed to have been rendered or given upon the earlier
of receipt or three (3) days after the date when it shall have been mailed as
provided in this Article XX if sent by certified

                                      13

<PAGE>

mail, or upon the date personal delivery is made, provided, however, that any
refusal to accept personal delivery or delivery by mail shall be deemed to
constitute receipt thereof.  If Tenant is notified of the identity and address
of any ground or underlying lessors of the Real Property or any part thereof,
or any mortgagees or deed of trust beneficiaries of Landlord, Tenant shall
give to the ground or underlying lessors, or such mortgagees or beneficiaries,
as applicable, notice of any default by Landlord under the terms of this
Lease, which notice shall be in writing sent by certified mail, and the ground
or underlying lessors, or such mortgagees or beneficiaries, as applicable,
shall be given a reasonable opportunity, but shall have no obligation, to cure
such default prior to Tenant exercising any remedy available to it.


                                 ARTICLE XXI

                                   WAIVERS

      21.1  The failure by either party to insist upon the strict performance
of any obligation of the other party under this Lease, or to exercise any
right, power or remedy consequent upon a breach thereof, shall constitute a
waiver of any such breach or of such term, covenant or condition or operate as
a surrender of this Lease.  No payment by Tenant or receipt by Landlord of a
lesser amount than the aggregate of all Rent then due under this Lease shall
be deemed to be other than on account of the first items of such Rent then
accruing or becoming due, unless Landlord elects otherwise; and no endorsement
or statement on any check and no letter or other writing accompanying any
check or other payment of Rent in any such lesser amount and no acceptance of
any such check or other such payment by Landlord shall constitute 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 to pursue
any other legal remedy.

      21.2  Neither this Lease nor any term or provisions hereof may be
changed, waived, discharged or terminated orally, and no breach thereof shall
be waived, altered or modified, except by a written instrument signed by the
party against which the enforcement of the change, waiver, discharge or
termination is sought, and subject in any event to the provisions of Section
11.1.  No waiver of any breach shall affect or alter this Lease, but each and
every term, covenant and condition of this Lease shall continue in full force
and effect with respect to any other then existing or subsequent breach
thereof.  The consent of Landlord given in any instance under the terms of
this Lease shall not relieve Tenant of any obligation to secure the consent of
Landlord in any other or future instance under the terms of this Lease.


                                 ARTICLE XXII

                            TENANT'S CERTIFICATES

      Tenant, at any time and from time to time upon not less than ten (10)
days' prior written notice from Landlord, will execute, acknowledge and
deliver to Landlord and, at Landlord's request, to any prospective purchaser
or any then current or prospective ground or underlying lessor or mortgagee of
any part of the Real Property, a certificate stating:  (a) that Tenant has
accepted the Premises (or, if Tenant has not done so, that Tenant has not
accepted the Premises and specifying the reasons therefor), (b) the
Commencement and Expiration Dates of this Lease, (c) that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that same is in full force and effect as modified and stating the
modifications), (d) whether or not there are then existing any defenses
against the enforcement of any of the obligations of Tenant under this Lease
(and, if so, specifying same), (e) whether or not there are then existing any
defaults by Landlord in the performance of its obligations under this Lease
(and, if so, specifying same), (f) the dates, if any, to which the Rent has
been paid, and (g) any other information, including, without limitation,
financial information, that may reasonably be required by any of such persons.
It is intended that any such certificate of Tenant delivered pursuant to this
Article XXII may be relied upon by Landlord and any prospective purchaser or
any then current or prospective ground or underlying lessor or mortgagee of
all or any part of the Real Property.


                                ARTICLE XXIII

                            RULES AND REGULATIONS

      Tenant shall faithfully observe and comply with the rules and
regulations attached to this Lease as Exhibit D and all modifications thereof
and additions thereto from time to time as mutually agreed to by the parties
hereto (the "Rules and Regulations").  Landlord shall have no duty to enforce
the Rules and Regulations against, nor shall Landlord be responsible for the
nonperformance of the Rules and Regulations by, any other tenant or occupant
of the Building.  In the event of an express and direct conflict between the
terms, covenants, agreements and conditions of this Lease and the terms,
covenants, agreements and conditions of the Rules and Regulations, this Lease
shall control.


                                      14
<PAGE>

                                 ARTICLE XXIV

                      TAX ON TENANT'S PERSONAL PROPERTY

      At least ten (10) days prior to delinquency Tenant shall pay all taxes
levied or assessed upon Tenant's Property and shall deliver satisfactory
evidence of such payment to Landlord.  If the assessed value of Landlord's
property is increased by the inclusion therein of a value placed upon Tenant's
Property or upon any Non-Building Standard Work, Tenant shall pay to Landlord,
upon written demand, the taxes so levied against Landlord, or the proportion
thereof resulting from said increase in assessment, as determined from time to
time by Landlord.


                                 ARTICLE XXV

                      AUTHORITY; APPOINTMENT OF LANDLORD

      25.1  If Tenant signs as a corporation or a partnership, each of the
persons executing this Lease on behalf of Tenant does hereby covenant and
warrant that Tenant is a duly authorized and existing entity, that Tenant has
and is qualified to do business in Utah, that Tenant has full right and
authority to enter into and perform this Lease, and that each and all of the
persons signing on behalf of Tenant are authorized to do so.  Upon Landlord's
request, Tenant shall provide Landlord with evidence reasonably satisfactory
to Landlord confirming the foregoing covenants and warranties.

     25.2  Any appointment of Landlord as attorney-in-fact for Tenant provided
for in this Lease shall be deemed to be an appointment coupled with an
interest of Landlord as the true and lawful attorney-in-fact for Tenant for
the purposes provided for herein, with power of substitution, and shall be
irrevocable during the Term of this Lease.


                                 ARTICLE XXVI

                               SECURITY DEPOSIT

      By execution of this Lease, Landlord acknowledges receipt of Tenant's
security deposit in the amount specified in the Basic Lease Information for
the faithful performance of all terms, covenants and conditions of this Lease.
Tenant agrees that Landlord may, without waiving any of Landlord's other
rights and remedies under this Lease upon the occurrence of any of the events
of default described in this Lease, apply the security deposit in whole or in
part to remedy any failure by Tenant to repair or maintain the Premises or to
perform any other terms, covenants or conditions contained herein, to
compensate Landlord for damages incurred, or to reimburse Landlord as provided
herein, in connection with any default by Tenant.  If Tenant has kept and
performed all terms, covenants and conditions of this Lease during the Term,
Landlord will within thirty (30) days following the termination hereof return
said sum to Tenant or the last permitted assignee of Tenant's interest
hereunder as of the expiration of the Term.  Should Landlord use any portion
of the security deposit to cure any default by Tenant hereunder, Tenant shall
forthwith replenish the security deposit to the original amount upon demand.
Landlord shall not be deemed to hold the security deposit in trust and shall
not be required to keep the security deposit separate from its general funds.
Tenant shall not be entitled to any interest or other return on such deposit.


                                ARTICLE XXVII

                            RESOLUTION OF DISPUTES

      Any dispute, controversy, or claim arising under this Lease shall be
submitted to a court of competent jurisdiction for a decision.  Venue for any
lawsuit to determine either party's rights, duties, and obligations under this
Lease shall be Fourth Judicial District Court, Utah County, State of Utah.


                                ARTICLE XXVIII

                                MISCELLANEOUS

       28.1 The words "Landlord" and "Tenant" as used herein shall include the
permitted successors and assigns of each.  The plural number shall include the
singular, and vice-versa.  Words used in the neuter gender include the
masculine and feminine.  If there is more than one Tenant, the obligations
under this Lease imposed on Tenant shall be joint and several.  The captions
preceding the articles of this Lease have been inserted solely as a matter of
convenience and such captions in no way define or limit the scope or intent of
any provision of this Lease.  As used herein, the term "including," when
following any general statement, term or matter, shall not be construed to
limit such statement, term or matter to the specific items or matters set
forth immediately following such word or to similar items or matters, whether
or not nonlimiting language (such as "without limitation" or "but not limited
to," or words of similar import) is


                                      15
<PAGE>


used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope
of such general statement, term or matter.

      28.2 The terms, covenants and conditions contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant and, except as otherwise
provided herein, their respective personal representatives and successors and
assigns; provided, however, upon the sale, assignment or transfer by the
Landlord named herein (or by any subsequent landlord) of its interest in the
Building as owner or ground lessee, including any transfer by operation of
law, the Landlord (or subsequent landlord) shall be relieved from all
subsequent obligations or liabilities under this Lease, and all obligations
subsequent to such sale, assignment or transfer (but not any obligations or
liabilities that have accrued prior to the date of such sale, assignment or
transfer) shall be binding upon the grantee, assignee or other transferee, by
accepting such interest, shall be deemed to have assumed such subsequent
obligations and liabilities, and Landlord shall also be relieved of all
responsibility or liability for any security deposit of Tenant held by
Landlord upon the transfer thereof to any grantee, assignee or transferee in
connection with such sale, assignment or transfer.  A lease of the entire
Building to a person other than for occupancy thereof shall be deemed a
transfer within the meaning of this Section 28.2.

      28.3 If any provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each provision of this Lease shall be valid
and be enforced to the full extent permitted by law.

      28.4 This Lease shall be construed and enforced in accordance with the
laws of the State of Utah.

      28.5 Submission of this instrument for examination or signature by
Tenant does not constitute a reservation of or an option for lease, and it is
not effective as a lease or otherwise until execution and delivery by both
Landlord and Tenant.  Tenant shall not be authorized to record this Lease or
any memorandum thereof without Landlord's prior written consent.

      28.6 This instrument, including the Exhibits hereto, which are hereby
made a part of this Lease, contains the entire agreement between the parties
and all prior negotiations and agreements are merged herein.  Neither Landlord
nor Landlord's agents have made any representations or warranties with respect
to the Premises, the Building, the Real Property or this Lease except as may
be expressly set forth herein, and no rights, easements or licenses are or
shall be acquired by Tenant by implication or otherwise unless expressly set
forth herein.

      28.7 The review, approval, inspection or examination by Landlord of any
plans, specifications or any other item to be reviewed, approved inspected or
examined by Landlord under the terms of this Lease (including any of the
Exhibits attached hereto) shall not constitute the assumption of any
responsibility for or any representation by Landlord as to the accuracy or
sufficiency of such plans, specifications or other item, or the quality or
suitability of such plans, specifications or other item for its or their
intended use.  Any such review, approval, inspection or examination by
Landlord is for the sole purpose of protecting Landlord's interests in the
Building and under this Lease, and neither Tenant nor any person or entity
claiming through or under Tenant nor any third party, including, without
limitation, the contractors, agents, servants, employees, visitors or
licensees of Tenant or any such person or entity, shall have any rights
hereunder or claim against Landlord on account of any such review, approval,
inspection or examination by Landlord.

      28.8 In the event that either Landlord or Tenant fails to perform any of
its obligations under this Lease or in the event a dispute arises concerning
the meaning or interpretation of any provisions of this Lease, the defaulting
party or the party not prevailing in such dispute, as the case may be, shall
pay any and all costs and expenses incurred by the other party in enforcing or
establishing its rights hereunder, including, without limitation, court costs
and reasonable counsel fees.

      28.9 Upon the expiration or sooner termination of the Term, Tenant will
quietly and peacefully surrender to Landlord the Premises in the condition in
which they are required to be kept as provided in Article VIII hereof,
ordinary wear and tear and the provisions of Article XIII excepted.

      28.10 Upon Tenant paying the Rent and performing all of Tenant's
obligations under this Lease, Tenant may peacefully and quietly enjoy the
Premises during the Term as against all persons or entities lawfully claiming
by or through Landlord; subject, however, to the provisions of this Lease and
to any mortgages and deeds of trust, and any other ground or underlying leases
referred to in Article XI hereof.

      28.11 Tenant covenants and agrees that no reasonable diminution of
light, air or view by any structure that may hereafter be erected (whether or
not by Landlord) shall entitle Tenant to any reduction or abatement of Rent
under this Lease, result in any liability of Landlord to Tenant, or in any
other way affect this Lease or Tenant's obligations hereunder.

                                      16

<PAGE>

      28.12 Any holding over without Landlord's express written consent shall
constitute a continuing default by Tenant and entitle Landlord to exercise any
or all of its remedies as provided in Article XVI hereof, notwithstanding that
Landlord may elect to accept one or more payments of Rent from Tenant.

      28.13  In the event of any default by Landlord hereunder, Tenant shall
look only to Landlord's interest in the Land and Building for the satisfaction
of Tenant's remedies; and no other property or assets of Landlord or any
partner, member, officer or director thereof, disclosed or undisclosed, shall
be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies under or with respect to this Lease.

      28.14  Whenever the consent or approval of the Landlord is required
pursuant to any provision of this Lease or any Exhibit hereto, such consent or
approval shall not be unreasonably withheld by Landlord, unless the particular
provision expressly states that such consent or approval may be given or
withheld in the sole and/or absolute discretion of Landlord.  Notwithstanding
the foregoing, (i) it shall be reasonable for Landlord to withhold its consent
if any ground or underlying lessor of the Land, or any mortgagee or deed of
trust beneficiary holding any lien on any part of the Real Property, shall be
required, and such party shall not have given its consent, and (ii) if the
consent or approval of Landlord is called for at a time when an event of
default has occurred under this Lease and is continuing, Landlord shall have
no obligation to act on the matter in question until such event of default has
been remedied.

      28.15  Each party hereto represents to the other that it has dealt with
no broker in connection with the execution and delivery of this Lease.  Each
party agrees to indemnify and defend the other party against and hold the
other party harmless from any and all losses, costs, damages, liabilities and
expenses (including without limitation court costs and reasonable counsel
fees) resulting from a breach by the indemnifying party of the foregoing
representation.

      28.16  All rights and remedies of either party set forth herein shall be
cumulative, unless specifically provided to the contrary herein.  All
provisions of this Lease requiring one party to indemnify the other with
respect to any matter, occurrence, condition, event, claim or liability shall
survive the expiration or other termination of this Lease.

      28.17  Time is of the essence with respect to the performance of the
obligations of the parties hereto as set forth in this Lease and all Exhibits
hereto.


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


                         LANDLORD:

                                   COURTYARD OFFICE GROUP, L.C.
                                   A Utah Limited Liability Company

                                    /s/ Douglas A Nielson
                               By: ____________________________________
                                        Douglas A. Nielson, Member

                         TENANT:

                                   CALI, INC.
                                   A Utah Corporation


                                   /s/ Timothy D. Otto
                              By:  __________________________________
                                       Timothy D. Otto, President


                                      /s/ Heather Martin
                              Attest:_________________________________


                                      17


<PAGE>

                                  GUARANTEE

     The undersigned Guarantors on behalf of themselves, their successors, and
assigns, Guarantee, to Landlord, and its successors and assigns, complete
performance of the foregoing Lease and all its provisions, and the provisions
of all documents attached and incorporated by reference, for the term of the
Lease or any extensions or renewals of such. Guarantors waive any right or
necessity for any notice of default under the Lease as any condition for
enforcement of the Guarantee. Guarantors agree that no assertion by Landlord
of any other forms of remedy or relief available to it under this Lease or the
law generally will diminish or otherwise interfere with a separate and
independent claim made against this Guarantee. Guarantors waive any defense
under this Guarantee stemming from any circumstances whatsoever outside the
course of this Lease and resulting in the termination of Tenant's liability,
such as, but not limited to, modification, release, or discharge occurring
through any bankruptcy or collateral proceedings, disability of Tenant, or
transfer of the Lease, provided, however, this waiver shall not waive
Guarantor's right to assert defenses available to Tenant under the terms of
the Lease.

     Landlord agrees to rely on the fact and security of this Guarantee as a
substantial inducement to the execution of the foregoing Lease.

     IN WITNESS WHEREOF, Guarantors have executed this Guarantee this 8th day
of November, 1999.

                               GUARANTORS

                               /s/ Frank Otto
                               --------------------------------
                               Frank R. Otto



                               /s/ Timothy Otto
                               --------------------------------
                               Timothy D. Otto



                               /s/ Kimber Jensen
                               ---------------------------------
                               Kimber B. Jensen

<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION



All of Units C and D, Building V, Phase III, Courtyard at Jamestown
Condominiums, according to the official plat thereof on file with the County
Recorder, Utah County, State of Utah.

<PAGE>

                                  EXHIBIT B

                           Floor plan appears here

<PAGE>

                                   EXHIBIT C

                                 WORK LETTER


    The purpose of this Work Letter is to delineate the responsibilities of
Landlord and Tenant with respect to the construction of the Building and the
design and construction of the Premises.  This Work Letter is a part of the
Lease, and shall be subject to all of the terms and conditions of the Lease.


                                  ARTICLE I

                      CONSTRUCTION OF BASE BUILDING WORK

    Subject to the provisions of Article VII below, Landlord shall construct
the Building in which the Premises are located, consisting of (a) the Building
shell, (b) the core area, including the Building Systems (as defined in
Section 6.2 of the Lease) therein, and (c) heating and air conditioning duct
mains (collectively referred to as "Base Building Work").  The Base Building
Work shall be constructed in substantial conformance with the plans and
specifications which are attached hereto and incorporated herein by this
reference, said plans and specifications to be signed and dated by the parties
hereto.  The Base Building Work shall also be constructed in substantial
conformance with the renderings which have been shown to Tenant.


                                  ARTICLE II

                       TENANT'S PLANS AND SPECIFICATION

    2.1  On or before the date set forth in the Basic Lease Information for
the delivery of Tenant's Preliminary Drawings, Tenant shall submit to Landlord
an outline of the Premises indicating any particular structural requirements
of the floor slab of any floor of the Premises required by Tenant.  On or
before the date set forth in the Basic Lease Information for the delivery of
Tenant's Preliminary Drawings, Tenant shall submit to Landlord a general space
plan showing Tenant's proposed layout for the Premises for review and comment
by Landlord and Landlord's architect, which Preliminary Drawings shall be
consistent with Tenant's previously submitted Outline Plans.  Thereafter, on
or before the date set forth on the Basic Lease Information for the delivery
of Tenant's Final Construction Drawings, Tenant shall submit to Landlord
complete plans and specifications for the layout, improvement and finish of
the Premises consistent with the design and construction of the Base Building
Work and all Building Systems, including mechanical and electrical drawings
and decorating plans, showing the location of partitions, reflected ceiling
plans including light fixtures, electrical outlets, telephone outlets, doors,
wall finishes, floor coverings, other Building Standard Work (as defined in
Article III below) and all Non-Building Standard Work (as defined in Section
2.3 below) required by Tenant (collectively "Tenant's Final Construction
Drawings").  Tenant's Final Construction Drawings shall be prepared by a
licensed architect approved by Landlord (which architect must retain
Landlord's Building engineer in connection with the preparation of Tenant's
Final Construction Drawings), shall be in a form sufficient to secure the
approval of government authorities with jurisdiction over the approval
thereof, and shall be otherwise satisfactory to Landlord.  Tenant's Plans,
Preliminary Drawings and Final Construction Drawings shall be prepared at
Tenant's sole cost and expense.  Landlord shall reimburse Tenant for actual
architectural expenses in an amount not to exceed $3,000.00.

    2.2  Tenant's Final Construction Drawings shall be consistent with layouts
and materials customarily used in first-class office space and shall be
subject to Landlord's approval, which approval shall not be unreasonably
withheld.  Without limiting the generality of Landlord's right to reasonably
disapprove Tenant's Final Construction Drawings, it shall be deemed reasonable
for Landlord to withhold its approval of Tenant's Final Construction drawings
if Tenant's Final Construction Drawings (a) require any materials, services or
installations that might delay or interfere with construction or completion of
the Premises or the Base Building Work, (b) would have an adverse or unusual
effect on any of the Building Systems, or (c) fail to comply with or conform
to the plans of the Building filed with the City of Provo and all laws, codes,
rules and regulations applicable thereto.  If Landlord disapproves Tenant's
Final Construction Drawings, or any portion thereof, Landlord shall promptly
notify Tenant thereof and of the revisions that Landlord reasonably requires
in order to obtain Landlord's approval.  As promptly as reasonably possible
thereafter, but in no event later than ten (10) days after Landlord's notice,
Tenant shall submit to Landlord plans and specifications incorporating the
revisions required by Landlord.  Said revisions shall be subject to Landlord's
approval, which shall not be unreasonably withheld.  The final plans and
specifications approved by Landlord shall be referred to as the "Final Plans."

                                      1
<PAGE>

    2.3  Tenant may require work that is different from or in addition to
Building Standard Work, subject to the reasonable approval of Landlord as set
forth in Section 2.2 above (the "Non-Building Standard Work").  Any
modification or alteration of the air conditioning system whatsoever and any
other structural, mechanical, engineering or design changes to the Base
Building Work or the Building Standard Work requested by Tenant shall be
Non-Building Standard Work.  Substitutions of materials in place of Building
Standard Work materials and quantities of Building Standard Work materials in
excess of Building Standard Work Quantities shall also be deemed Non-Building
Standard Work.  No credit will be given to Tenant for any such substitutions
of materials, and the full cost of any different materials selected by Tenant
to be used in place of the Building Standard materials shall be part of the
cost of Non-Building Standard Work for which Tenant is responsible under
Section 4.1 below.

    2.4  All interior decorating services such as the selection of wall paint
colors and/or wall coverings, fixtures, carpeting and any or all other
decorator selection work required by Tenant shall be provided by Tenant at
Tenant's expense and shall be subject to the reasonable approval of Landlord.


                                 ARTICLE III

                            BUILDING STANDARD WORK

    3.1  Except to the extent affected by any election by Tenant made pursuant
to Section 2.3 above, Landlord shall, at Landlord's expense, furnish and
install all of the following items, limited to the quantities specified, as
selected and specified by Landlord (the "Building Standard Work").  Landlord
and Tenant agree that the usable area of the Premises as referred to below is
based upon the rentable area of the Premises exclusive of the Building's core
area,  mechanical, equipment and storage rooms, and corridors, and is not
necessarily equal to the square footage specified in the Basic Lease
Information.  Should Tenant's usage of the Premises not require the quantities
of certain items as set forth below, Tenant shall not have the option of
increasing the quantities of other items.

        (a)  Partitions.  One (1) linear foot of standard interior partition
for each twenty-eight (28) square feet of usable area of the Premises.  All
such partitions will be floor-to-ceiling partitions with one layer of 5/8"
gypsum board each side on 2" x 4" wood studs set 24" on center.  Existing
interior partitions, bearing walls, and plumbing walls are treated as interior
partitions for purposes of this Article.

        (b)  Doors and Hardware.  One (1) full height interior door with frame
for each five hundred sixty-five (565)  square feet of usable area of the
Premises.  Such doors will be 7'0" high, solid core, faced with stain grade
veneer, and set in a full height, stain grade, wood door frame.  Hardware will
consist of a handle latch set (Cal-Royal), three (3) pair of hinges, and one
(1) stop per door.

        (c)  Ceiling.  5/8" Type "Expo" Gypsum Board over resilient furring
channels set 24" on center covered with one coat of sealer and two coats of
eggshell enamel, or 2' x 4' drop grid acoustical tile.

        (d)  Lighting.  One (1) 1'-0" x 4'-0", four (4) surface mount lamp
fluorescent lighting fixture for each one hundred (100) square feet of usable
area of the Premises.

        (e)  Electrical Outlets.  One (1) duplex 110 volt electric convenience
wall outlet installed at a standard height, for each one hundred twenty (120)
square feet of usable area of the Premises.

        (f)  Wall Finishes.  All partitions furnished and installed as
Building Standard Work will be painted over "orange peel" texture with two (2)
coats of semi-gloss latex in one color to be approved by Landlord.

        (g)  Base.  All partitions furnished and installed as Building
Standard Work will receive a 5" solid stain grade, wood base.

        (h)  Switching.  One (1) single pole light switch, with plastic
coverplate, mounted at standard height as required on preliminary plans.

        (i)  Floor Coverings.  All carpeted areas within the Premises will
receive equal to Dimension  "Aiken Thirty" cut pile  (1/10 gauge, 30 oz.)
carpet in colors selected from Building Standard color range.  Areas not
carpeted within the Premises will receive 3/32" thick vinyl tile in colors
selected from Building Standard color range.

        (j)  Communication Boxes.  Fifteen (15).

                                      2
<PAGE>


                                  ARTICLE IV

                          NON-BUILDING STANDARD WORK

    Tenant agrees, at Tenant's expense, to pay for all Non-Building Standard
Work required by the Final Plans.  After Landlord's approval of Tenant's Final
Construction Drawings and prior to the commencement of any Building Standard
Work or Non-Building Standard Work (collectively "Landlord's Work"), Landlord
shall submit to Tenant a written estimate of the cost of all Non-Building
Standard Work.  Tenant shall approve the estimate within seven (7) business
days of its receipt by Tenant.  Tenant shall pay Landlord for all such
Non-Building Standard Work prior to the commencement of the same, but in any
event, within fifteen (15) business days of Tenant's receipt of the written
estimate of the cost thereof.  If Tenant fails to so approve or disapprove the
estimate, Landlord shall be under no obligation to perform any of the
Landlord's Work, including Building Standard Work; provided, however, Landlord
shall have the option to commence and complete the Building Standard Work not
affected by such Non-Building Standard Work.  Tenant shall also be responsible
for the design, function and maintenance of all Non-Building Standard Work.


                                  ARTICLE V

                      CHANGES, ADDITIONS OR ALTERATIONS

    Tenant shall have the right from time to time to request changes,
additions or alterations in the Final Plans, which shall be subject to
Landlord's reasonable approval.  If Landlord approves any such request,
Landlord shall prepare plans and specifications with respect to such change,
addition, or alteration and Tenant shall reimburse Landlord, within five (5)
days after receipt of Landlord's bill therefor, for the cost of such
additional plans and specifications.  As soon as practical after the
completion of such plans and specifications, Landlord shall notify Tenant of
the cost that will be chargeable to Tenant by reason of such change, addition
or alteration.  Within five (5) days of notice of such cost, Tenant shall
notify Landlord in writing whether Tenant approves such change, alteration or
addition.  If Tenant approves such change, alteration or addition, Tenant
shall secure and pay for any governmental approvals required therefor.  If
Tenant does not approve such change, alteration or addition within such five
(5) day period, construction of the Premises shall proceed as provided in
Article VII below in accordance with the Final Plans as most recently approved
by Landlord.


                                  ARTICLE VI

                                    DELAY

    Tenant shall be responsible for, and pay any and all costs and expenses
incurred by Landlord in connection with any delay (each a "Tenant Delay") in
the commencement or completion of Landlord's Work and any increase in the cost
of Building Standard Work, caused by (a) Tenant's failure to prepare and
submit Tenant's Outline Plans, Tenant's Preliminary Drawings or Tenant's Final
Construction Drawings, revisions thereto required by Landlord under Section
2.2 and other plans and specifications, within the time periods required
herein, (b) Tenant's failure to approve Landlord's cost estimates within the
time periods required herein, (c) Tenant's failure to secure, pay for and
deliver to Landlord all governmental approvals required for the construction
of Landlord's Work in the Premises in advance of the time required herein, (d)
Tenant's requirement of Non-Building Standard Work, including without
limitation, delay in the receipt of any Non-Building Standard materials or
supplies, (e) the postponement of any Building Standard Work as reasonably
required by Landlord to perform Non-Building Standard Work in advance of the
Building Standard Work, (f) any changes, additions or alterations in
Landlord's Work described in the Final Plans that were requested by Tenant,
(g) the failure of Tenant to make any payments required of it hereunder by the
due date therefor, (h) any entry by Tenant or Tenant's Contractors onto the
Premises pursuant to Section 7.2 of this Work Letter, or any work conducted or
to be conducted pursuant to any such entry, or any delay caused thereby, and
(i) any other delay caused by any act or omission by Tenant, or any
contractor, agent, servant, or employee of Tenant.  Under no circumstances
shall Landlord be charged with any delay whatsoever as a result of
Non-Building Standard Work unless such delay is a result of the acts or
failure to act on the part of Landlord or its contractors, agents or
employees.  No delay in the completion of Landlord's Work caused by any Tenant
Delay shall be considered in the determination of the Commencement Date of the
Lease, and Landlord's Work shall
be considered to be substantially completed for purposes of the determination
of the Commencement Date on the date Landlord's Work would have been completed
but for such Tenant Delay.

                                      3

<PAGE>


                                 ARTICLE VII

                                 CONSTRUCTION

    7.1  Following Landlord's approval of the Final Plans and Tenant's
approval of the cost estimate of all Non-Building Standard Work, Tenant shall
file the Final Plans with the appropriate departments of all governmental
authorities with jurisdiction over the approval thereof together with such
additional information and materials as may be required by such governmental
authorities for the approval of the Final Plans.  Tenant shall be responsible
for securing all such required approvals and paying all building permit and
plan check fees therefor in advance of the time when, in Landlord's
discretion, the Building has reached the stage of construction where it is
appropriate to commence Landlord's Work.  At such time as Landlord shall
determine that the Building has reached the stage of construction where it is
appropriate to commence Landlord's Work and so long as prior to such time
Tenant has delivered to Landlord all necessary governmental approvals for the
construction thereof, validly issued, fully paid for and then in effect, a
contractor or contractors selected by Landlord shall commence and diligently
proceed with the construction of all such Landlord's Work (except, however,
for such portion thereof as may be performed by any contractor selected by
Tenant and approved by Landlord as provided for in Section 7.2 below).
Landlord's obligation to construct the Building and to perform Landlord's Work
shall be subject to unavoidable delays due to acts of God and Tenant Delay.
It is understood and agreed by Tenant that any minor changes or deviations
from the Base Building Work or the Final Plans that may be necessary during
construction of the Building (including the common areas) and of the Premises
shall not affect or change the Lease or invalidate the same, or give rise to
any claim by Tenant for any loss, damage, or delay.

    7.2  Landlord shall permit Tenant and its agents to enter upon the
Premises prior to the Commencement Date in order that Tenant may perform
through its own contractors, which contractors shall be subject to Landlord's
prior written approval, such Non-Building Standard Work in the Premises as
Tenant may desire at the same time that Landlord's contractors are working in
the Premises; provided that (a) the performance of any such work by Tenant's
contractors shall not delay or hamper Landlord's contractor in the
construction of the Building, the Building Standard Work in the Premises, any
Non-Building Standard Work therein to be constructed by Landlord's contractor,
or any work to be performed by Landlord's contractor for any other tenant of
the Building, (b) Tenant's contractor shall work in harmony and shall not
interfere with Landlord's contractor or any subcontractor, or any other
tenants of the Building or such tenants' contractors, (c) the performance of
such work by Tenant's contractors shall conform with Landlord's contractor's
schedule of completion of the Premises and shall not cause Landlord's
contractor to be dependent upon the completion of such work in order for
Landlord's contractor to complete its work, and (d) Tenant's contractors shall
be subject to the administrative supervision and job-site rules of Landlord's
contractor.  Any such entry shall be deemed to be under all the terms,
covenants, provisions and conditions of the Lease, except as to the covenant
to pay Rent (which covenant shall become effective as of the Commencement Date
as provided for in Section 2.1 of the Lease), Landlord may at any time deny
access to the Premises to Tenant or any of its contractors if Landlord shall,
in its sole and absolute discretion, determine that the performance or manner
of performance of any Non-Building Standard Work to be completed by Tenant's
contractors interferes with, delays, hampers or prevents Landlord's contractor
from proceeding with completion of its work in the Building, the Premises, or
the premises of any other tenant, at the earliest possible time.  Tenant shall
maintain, or cause Tenant's contractors to maintain, at all times during any
period of such entry upon the Premises, applicable Worker's Compensation and
public liability insurance and property damage insurance, all in appropriate
amounts and with companies and on forms satisfactory to Landlord, and
certificates of such insursance shall be delivered to Landlord prior to any
such entry by Tenant or Tenant's contractors.  If applicable, such insurance
shall name Landlord and Landlord's contractor as additional insureds, and
shall be primary insurance as to Landlord and not contributing with any other
insurance Landlord may carry.  Landlord shall not be liable in any way for any
injury, loss or damage that may occur to any supplies or equipment of, or any
decorations or installations made by Tenant or Tenant's contractors, the same
being at the sole risk of Tenant and Tenant's contractors.


                                 ARTICLE VIII

                              LANDLORD REMEDIES

    Tenant agrees that if it fails to make any payments for which it is
obligated under the provisions of this Work Letter or otherwise defaults in
its obligations hereunder, Landlord shall have the right, in addition to all
other rights and remedies available under the Lease, and after fifteen (15)
days' written notice, to terminate the Lease and retain for its own use
without payment therefor any improvements and materials which have been
commenced or completed within the Premises, which cannot be removed by Tenant
without causing damage to the Premises.

                                      4

<PAGE>

                                  Exhibit D

                      Rules and Regulations appear here
<PAGE>









                                 OFFICE LEASE














<PAGE>

                           BASIC LEASE INFORMATION



                        November 9
Lease Date:            ____________________________, 1999

Landlord:              Courtyard Office Group, L.C.,
                       A Utah Limited Liability Company

Address of Landlord:   3585 North University Avenue
                       Suite 100
                       Provo, Utah 84604

Tenant:                CALI, Inc., A Utah Corporation

Address of Tenant:     1675 North Freedom Boulevard, Suite 2A
                       Provo,  UT  84604

Section 1.1  Building: Building 5

             Floor: First Floor, Unit H (Suite 275)

             Rentable Area of Premises: 1748 Square Feet

Section 2.1  Commencement Date: February 1, 2000
             Expiration Date: January 31, 2003

Section 3.1  Annual Base Rental: February 1, 2000-January 31, 2001 $25,783.00
                                 February 1, 2001-January 31, 2002 $26,298.66
                                 February 1, 2002-January 31, 2003 $26,824.63

Section 4.1(a) Tenant's Share (Operating Expenses and Real Estate Taxes: 7.51%
               (Estimated to be $2.50 per square foot per year.)

Section 5.2  Available Parking Stalls: Seven (7)

Section 26.1 Security Deposit:    $2,000.00

Exhibit C -
Work Letter   Date for Tenant's delivery of:
              Preliminary Drawings:             October 21, 1999
              Final Construction Drawings:      November 22, 1999

        The foregoing Basic Lease Information is hereby incorporated into and
made a part of this Lease.  Each reference in this Lease to any of the Basic
Lease Information shall mean the respective information hereinabove set forth
and shall be construed to incorporate all of the terms provided under the
particular Lease Section or Sections pertaining to such information.

                        LANDLORD:

                            COURTYARD OFFICE GROUP, L.C.
                            A Utah Limited Liability Company

                                  /s/ Douglas A. Nelson
                            By: ____________________________________
                                      Douglas A. Nielson, Member

                        TENANT:

                             CALI, INC.,
                              A Utah Corporation

                                   /s/ Timothy D. Otto
                              By: ___________________________________
                                     Timothy D. Otto, President

                                       /s/ Heather Martin
                              Attest:_________________________________

<PAGE>

                                     LEASE


        THIS LEASE is made and entered into this ___ day of November, 1999, by
and between  COURTYARD OFFICE GROUP, L.C., A Utah Limited Liability Company
("Landlord"), and CALI, INC., A Utah Corporation,  ("Tenant").


                                   RECITALS

      A.  Landlord is the owner of a certain parcel of land described in
Exhibit A, attached hereto (the "Land").

      B.  Landlord is the owner of the building specified in the Basic Lease
Information attached hereto and located in the City of Provo, Utah (the
"Building"), which Building is being or has been constructed by Landlord on
the Land. The Building has or will be divided into condominium units pursuant
to the provisions of the Utah Condominium Ownership Act and it is contemplated
that some or all of the units will be sold to third parties

      C.  Tenant desires to lease from Landlord and Landlord desires to lease
to Tenant a certain portion of the Building subject to and upon the terms,
covenants and conditions set forth herein.

      NOW THEREFORE, Landlord and Tenant hereby covenant and agree as follows:


                                  ARTICLE I

                                   PREMISES

      1.1  Upon and subject to the terms, covenants and conditions hereinafter
set forth, Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, those premises (the "Premises") consisting of the area identified on
the floor plan attached hereto as Exhibit B.  The purpose of attached Exhibit
B is to show the approximate location of the Premises in the Building only,
and is not meant to constitute an agreement as to the construction of the
Premises, or the specific location of the common areas or elements thereof or
of the accessways to the Premises or the Building.  The Premises are located
on the floor of the Building that is specified in the Basic Lease Information.
The Building and the Land upon which the Building stands, together with
utilities, facilities, drives, walkways and other amenities appurtenant to or
servicing the Building, are herein sometimes collectively called the "Real
Property."

      1.2  Landlord and Tenant agree that the rentable area of the Premises
has been determined in accordance with Exhibit B attached hereto and is equal
to the square footage specified in the Basic Lease Information, and further
agree that the total rentable area of the Building is 23,269 square feet.


                                  ARTICLE II

                                     TERM

      2.1  The Premises are leased for a term (the "Term") which shall
commence, and Tenant's obligation to pay Rent (as defined in Article III)
pursuant to Article III hereof shall begin on a date (the "Commencement
Date"), which shall be the earlier of (a) the date specified in the Basic
Lease Information, or (b) the day on which Tenant first commences any business
operations in all or any portion of the Premises; provided, however, that if,
on or prior to such date specified in the Basic Lease Information, the
Premises Completion Date (as defined in Section 2.2) has not occurred, then
the following provisions shall apply:  (i) the Commencement Date shall occur
and the payment of Rent shall begin on the earlier of the Premises Completion
Date or the day on which Tenant first commences any business operations in all
or any portion of the Premises; and (ii) neither the validity of this Lease
nor the obligations of Tenant under this Lease shall be affected by such delay
in the Premises Completion Date.  For purposes of this Lease the term
"Expiration Date" shall mean such date specified in the Basic Lease
Information, or such earlier date on which this Lease terminates pursuant to
the terms hereof.  Promptly following the Commencement Date, if the
Commencement Date occurs on a date other than as specified in the Basic Lease
Information, Landlord and Tenant shall execute a written instrument that shall
set forth the Commencement Date and the Expiration Date of the Term of this
Lease.

      2.2  Landlord shall, when construction progress so permits, notify
Tenant in advance of the approximate date on which Landlord's Work (as defined
in Exhibit C attached hereto, the "Work Letter") will be substantially
completed.  The date upon which Landlord's Work in the Premises is
substantially completed shall be the "Premises Completion Date," provided that
if substantial completion of Landlord's Work in the Premises is delayed
because of any Tenant Delay (as defined in the Work Letter), the

                                      1
<PAGE>


Premises Completion Date shall be deemed to occur on the date when it would
have occurred had there been no such Tenant Delay.  Landlord's Work in the
Premises shall be deemed to be substantially complete when Landlord has
procured a temporary or final certificate of occupancy for the Premises and
Landlord's Work has been substantially performed in accordance with the
provisions of the Work Letter, although minor items of construction,
installation or decoration are not fully completed or minor adjustments remain
to be made, so long as Tenant is able to use the Premises for its business
operations without unreasonable disruption or interference.

                                 ARTICLE III

                        BASE RENT; ADDITIONAL CHARGES

     3.1  Tenant shall pay to Landlord during the Term the annual base rental
specified in the Basic Lease Information (the "Base Rent"), which sum shall be
payable by Tenant in equal consecutive monthly installments on or before the
first day of each month, in advance, at the address specified for Landlord in
the Basic Lease Information, or such other place as Landlord shall designate,
without any prior demand therefor and without any abatement, deductions or
setoff whatsoever. Notwithstanding, Tenant shall pay the entire annual base
rental for the first year of the term of the Lease prior to the Commencement
Date.  If the Commencement Date should occur on a day other than the first day
of a calendar month, or the Expiration Date should occur on a day other than
the last day of a calendar month, then the rental for such fractional month
shall be prorated upon a daily basis based upon a thirty (30) day calendar
month.

     3.2 Tenant shall pay to Landlord all charges and other amounts whatsoever
payable by Tenant to Landlord as provided in this Lease including the Exhibits
hereto (collectively "Additional Charges"), including,  without limitation,
the charges for Real Estate Taxes and Expenses (as defined in Article IV
provided for in Article IV hereof, at the place where the Base Rent is
payable.  Landlord shall have the same remedies for a default in the payment
of Additional Charges as for a default in the payment of Base Rent.  As used
herein, the term "Rent" shall mean the Base Rent and all Additional Charges.

     3.3  If Tenant shall fail to pay any Rent within ten (10) days after the
date the same is due and payable, such unpaid amounts shall be subject to a
late payment charge equal to five percent (5%) of such unpaid amounts in each
instance.  In addition, such unpaid amount shall bear interest at the rate of
eighteen percent (18%) per annum from the date such unpaid amount became due
and payable.  Such charges have been agreed upon by Landlord and Tenant, after
negotiation, as a reasonable estimate of the additional administrative costs
and detriment to Landlord's ability to meet its own obligations relating to
the Building in a timely manner that will be incurred by Landlord as a result
of any such failure by Tenant, the actual costs thereof in each instance being
extremely difficult if not impossible to determine.  Such late payment charge
shall constitute liquidated damages to compensate Landlord for its damages
resulting from such failure to pay and shall be paid to Landlord together with
such unpaid amounts.


                                  ARTICLE IV

                         OPERATING EXPENSES AND TAXES

     4.1 For purposes of this Article IV, the following terms shall have the
meanings hereinafter set forth:

         (a)"Tenant's Share" shall mean the percentage figure specified in the
Basic Lease Information.  Tenant's Share has been computed by dividing the
total rentable area of the Premises (as stated in the Basic Lease Information)
by the total rentable area of the office space in the Building (as stated in
Section 1.2 hereof) and, in the event that either the rentable area of the
Premises (as shall be determined from time to time in accordance with the
provisions of Exhibit B or the total rentable area of the office space of the
Building is changed, Tenant's Share will be appropriately adjusted as of the
effective date of such change; and, as to the Tax Year or Expense Year (as
said terms are hereinafter defined) in which such change occurs, Tenant's
Share shall be determined on the basis of the number of days during such Tax
Year and Expense Year at each such percentage.

         (b)"Tax Year" shall mean each twelve (12) consecutive month period
commencing January 1st of each year, provided that Landlord, upon notice to
Tenant, may change the Tax Year from time to time to any other twelve (12)
consecutive month period and,  in the event of any such change, Tenant's Share
of Taxes (as hereafter defined) shall be equitably adjusted for the Tax years
involved in any such change.

         (c)"Real Estate Taxes" shall mean all taxes, assessments, fees,
impositions and charges levied upon or with respect to all or any part of the
Real Property or any personal property of Landlord used in connection
therewith, the ownership, leasing, operation, management, maintenance,
alteration, repair, rebuilding, use or occupancy of the Building, Landlord's
estate or interest in all or any part of the Real Property or any such
personal property, including the gross receipts from the Real

                                      2
<PAGE>

Property, or this Lease or any encumbrance thereon, the leasehold estate
created hereby or the rent payable hereunder.  Real Estate Taxes shall
include, without limitation, and whether now existing or hereafter enacted or
imposed, all general real property taxes and general and special assessments
(regardless of the method of valuation utilized by the taxing authority in
determining the amount of any such tax or assessment), all charges, fees or
assessments, whenever arising or paid or payable, for or with respect to
transit, housing, police, fire or other governmental services or purported
benefits to or burdens attributable to all or any part of the Real Property or
any personal property of Landlord used in connection therewith, all service
payments in lieu of taxes, and any tax, fee, imposition or excise on the act
of entering into this Lease or any other lease of space in the Building, or on
the use or occupancy of all or any part of the Real Property, or on the rent
payable under any lease or in connection with the business of renting space in
the Building, that are now or hereafter levied or assessed against Landlord or
any part of the Real Property, by the United States of America, the State of
Utah, the City of Provo and County of Utah, or any political subdivision,
public corporation, district or other political or public entity, and shall
also include any other tax, fee or other excise, however described, that may
now or hereafter be levied or assessed as a substitute for, or as an addition
to, in whole or in part, any other Real Estate Taxes, whether or not now
customary or in the contemplation of the parties on the date of this Lease.
Real Estate Taxes shall not include (i)  taxes paid by Tenant pursuant to
Article XXV hereof or by other tenants or owners, or (ii) franchise, transfer,
inheritance or capital stock taxes or income taxes measured by the net income
of Landlord from all sources, unless, due to a change in method of taxation,
any of such taxes is levied or assessed against Landlord as a substitute for,
or as an addition to, in whole or in part, any other tax that would otherwise
constitute a Real Estate Tax.  Real Estate Taxes shall also include reasonable
legal fees and other costs and disbursements incurred by Landlord in
connection with proceedings to contest, determine or reduce Real Estate Taxes.

         (d)"Expense Year" shall mean each twelve (12) consecutive month
period commencing January 1st of each year, provided that Landlord, upon
notice to Tenant, may change the Expense Year from time to time to any other
twelve (12) consecutive month period, and, in the event of any such change,
Tenant's Share of Expenses (as hereinafter defined) shall be equitably
adjusted for the Expense Years involved in any such change.

         (e)"Expenses" shall mean the total costs and expenses paid or
incurred by Landlord in connection with the management, operation, maintenance
and repair of the Building and the common areas thereof and any other portions
of the Real Property, and in connection with services provided to tenants of
the Building, including, without limitation, (i ) the cost of air
conditioning, electricity, heating, water, mechanical, telephone, ventilating,
elevator systems and all other utilities, including taxes payable in
connection therewith, and the costs of supplies and equipment and maintenance
and service contracts in connection therewith,  (ii) the cost of general
maintenance, cleaning and service contracts, as well as the cost of all
supplies, tools and equipment associated therewith,  (iii) the cost of fire,
extended coverage, sprinkler, public liability, property damage, rent,
earthquake and all other insurance carried by Landlord with respect to the
ownership and operation of the Building,  (iv) wages, salaries and other labor
costs, including taxes relating or incident to employment, insurance,
retirement, welfare, unemployment, medical and other employee benefits of any
nature whatsoever, (v) fees, charges and others costs,  including management
fees, consulting fees, legal fees and accounting fees, of all independent
contractors engaged by Landlord or reasonably charged by Landlord if Landlord
performs management services in connection with the Building, (vi) the cost of
maintenance and operation of the Building and its amenities, including
landscaping and security costs for the Building,  (vii) the fair market rental
value of Landlord's Building management and property manager's office, (viii)
the cost of rentals of capital equipment, (ix) the cost of any capital
improvements made to the Building after completion of its construction as a
labor-saving or energy-saving device or for the purpose of effecting other
economies in the operation or maintenance of the Building, or made to the
Building after the date of this Lease that are required under any governmental
law or regulation that was not applicable to the Building at the time that
permits for construction thereof were obtained, such cost to be amortized over
such reasonable period as Landlord shall determine, together with interest on
the unamortized balance at the rate of five percent (5%) per annum or such
higher rate as may have been paid by Landlord on funds borrowed for the
purpose of constructing such capital improvements, but not in excess of the
maximum rate permitted under applicable law to be charged by Landlord, and,
(x) any other expenses of any other kind whatsoever incurred in good faith in
managing, operating, maintaining and repairing the Building and any other
portions of the Real Property.  The computation of Expenses shall be made in
accordance with generally accepted accounting principles.

     4.2  Tenant shall pay to Landlord as Additional Charges one twelfth
(1/12th) of Tenant's Share of the Real Estate Taxes for each Tax Year or
portion thereof during the Term on or before the first day of each month
during such Tax Year, in advance, in an amount estimated by Landlord in a
writing delivered to Tenant; provided that Landlord shall have the right to
revise such estimates from time to time and Tenant shall thereafter make
payments hereunder on the basis of such revised estimates.  With reasonable
promptness after Landlord has received the tax bills for any Tax Year,
Landlord  shall furnish Tenant with a statement ("Landlord's Tax Statement")
setting forth the actual amount of Real Estate Taxes for such Tax Year, and
Tenant's Share thereof.  If Tenant's Share of the actual Real Estate Taxes for
such Tax Year exceeds the estimated Real Estate  Taxes paid by tenant for such
Tax Year, Tenant shall pay to Landlord (whether or not this Lease has
terminated) the difference between the amount paid by Tenant

                                      3

and Tenant's Share of the actual Real Estate Taxes within fifteen (15) days
after the receipt of Landlord's Tax Statement; and if the total amount of
estimated Real Estate Taxes paid by Tenant for such Tax Year exceed Tenant's
Share of the actual Real Estate Taxes for such Tax Year, such excess shall be
credited against the next installments of Real Estate Taxes due from Tenant to
Landlord hereunder (or in the event this Lease has terminated, shall be
refunded by Landlord to Tenant subject to Landlord's rights to offset such
excess against the amount of any damage or loss suffered by Landlord on
account of Tenant's default).

     4.3 Tenant shall pay to Landlord as Additional Charges one twelfth
(1/12th) of Tenant's Share of the Expenses for each Expense Year on or before
the first day of each month of such Expense Year, in advance, in an amount
estimated by Landlord in a writing delivered to Tenant; provided that Landlord
shall have the right to revise such estimates from time to time and Tenant
shall thereafter make payments hereunder on the basis of such revised
estimates.  With reasonable promptness after the expiration of each Expense
Year, Landlord shall furnish Tenant with a statement ("Landlord's Expense
Statement"), certified by an independent certified public accountant, setting
forth in reasonable detail the Expenses for such Expense Year, and Tenant's
Share of such Expenses.  If Tenant's Share of the actual Expenses for such
Expense Year exceeds the estimated Expenses paid by Tenant for such Expense
Year, Tenant shall pay to Landlord (whether or not this Lease has terminated)
the difference between the amount of estimated Expenses paid by Tenant and
Tenant's Share of the actual Expenses within fifteen (15) days after the
receipt of Landlord's Expense Statement: and if the total amount of estimated
Expenses paid by Tenant for such Expense Year exceeds Tenant's Share of the
actual Expenses for such Expense Year, such excess shall be credited against
the next installments of Expenses due from Tenant to Landlord hereunder (or in
the event this Lease has terminated, shall be refunded by Landlord to Tenant
subject to Landlord's rights to offset such excess against the amount of any
damage or loss suffered by Landlord on account of Tenant's default).

     4.4 If the Commencement Date shall occur on a date other than the first
day of a Tax Year and/or Expense Year, Tenant's Share of Real Estate Taxes and
Expenses for the Tax Year and/or Expense Year in which the Commencement Date
occurs shall be in the proportion that the number of days from and including
the Commencement Date to and including the last day of the Tax and/or Expense
Year in which the Commencement Date occurs bears to 365.  In such event,
Landlord shall deliver to Tenant on or about the Commencement Date a written
notice setting forth Landlord's estimate of Tenant's Share of Real Estate
Taxes and Expenses for the remainder of such Tax Year and Expense Year, and
the monthly payment of Tenant's Share of Real Estate Taxes and Expenses for
the remainder (as measured from the Commencement Date) of the then current Tax
Year and Expense Year, and the monthly payment of Tenant's Share of Real
Estate Taxes and Expenses for the remainder of such Tax Year and Expense Year
shall be equal to Tenant's Share  multiplied by a fraction, the denominator of
which shall be the number of full months remaining from the Commencement Date
to the end of the current Tax Year and Expense Year and the numerator of which
shall be one (1).  The first monthly payment of Tenant's Share shall be paid
on the Commencement Date, if such date is the first day of a month, and
otherwise shall be paid on the first day of the month following the
Commencement Date, in which event such first monthly payment shall also
include a prorated payment for the number of days from the Commencement Date
to the first day of each month following the Commencement Date.  Similarly, if
the Expiration Date shall occur on a date other than the last day of a Tax
Year and/or Expense Year, Tenant's Share of Real Estate Taxes and Expenses for
the Tax Year and/or the Expense Year in which the Expiration Date occurs shall
be in the proportion that the number of days from and including the first day
of the Tax Year and/or Expense Year in which the Expiration Date occurs to and
including the Expiration Date bears to 365.

     4.5  Only Landlord shall have the right to institute tax reduction or
other proceedings to reduce the assessed valuation of the Land or the
Building, provided that Landlord shall institute such proceedings when
requested to do so by the tenants of not less than 50% of the rentable square
footage area of the Building.  Should Landlord be successful in any such
reduction proceedings and obtain a rebate for periods during which Tenant has
paid Tenant's Share of Real Estate Taxes, Landlord shall, after deducting its
expenses, including without limitation reasonable attorneys' fees and
disbursements, pay Tenant's Share of such rebate to Tenant (prorated for any
partial year if appropriate).

     4.6  Landlord's failure to prepare and deliver any tax bill, notice or
statement provided for in this Article IV, or Landlord's or Tenant's failure
to make a demand, shall not cause Landlord or Tenant, as the case may be, to
forfeit or surrender its right to collect any amount which may become due to
it under this Article.


                                  ARTICLE V

                     USE OF PREMISES; CONDUCT OF BUSINESS

     5.1  Tenant shall use and continuously occupy the Premises during the
Term of this Lease solely for general office purposes and for no other use
without the prior written consent of Landlord.

                                      4
<PAGE>



     5.2  Tenant shall not use or occupy, or permit the use or occupancy of,
the  Premises or any part thereof for any use other than the use specifically
set forth in Section 5.1 hereof, or in a manner that would conflict with the
provisions of Article X or Section 15.4 hereof or that, in Landlord's
judgment, would adversely affect or interfere with any services required to be
furnished by Landlord to Tenant or to any other tenant or occupant of the
Building, or with the proper and economical provision of any such service, or
with the use or enjoyment of any part of the Building by any other tenant or
occupant thereof, or that would conflict with or violate any permit, special
restriction or certificate of occupancy or completion required, recorded or
issued for the Premises or any other part of the Building.  Tenant, and its
associates, agents, employees, customers, visitors and invitees shall not
occupy, at any time, more motor vehicle parking stalls than the number set
forth in the Basic Lease Information (Available Parking Stalls).

     5.3  Tenant shall not do anything or permit anything to be done or to
exist in or about the Premises which shall (a) be in conflict with any laws,
ordinances, or governmental regulations, or (b) subject Landlord to any
liability or responsibility for injury to any person or property by reason of
any business operation or other activity being conducted in the Premises or
any condition of or in the Premises.


                                  ARTICLE VI

                        COMMON AREAS; BUILDING CHANGES

     6.1 The manner in which the common areas of the Real Property are
maintained and operated and the expenditures therefore shall be at the sole
and absolute discretion of Landlord, and the use of such areas and any
facilities in connection therewith shall be subject to the Rules and
Regulations (as defined in Article XXIII).  The term "common areas" as used
herein shall mean the pedestrian sidewalks, and open spaces, truckways,
delivery areas, and stairs not contained in any of the leased areas of the
Building, and all other areas or improvements that may be provided by Landlord
for the convenience and use of the tenants of the Building and their
respective agents, employees, customers, invitees, and any other licensees and
invitees of Landlord.  Landlord reserves the right, from time to time, to
utilize portions of the common areas for entertainment, displays, or such
other uses that, in Landlord's judgment, tend to promote the character or
attractiveness of the Building.

     6.2  Landlord hereby reserves the right to its sole and absolute
discretion, at any time from time to time, without same constituting an actual
or constructive eviction, to make alterations, additions, repairs, or
improvements to or in, or decrease the size or area of, all or any part of the
Building, the fixtures and equipment, therein, the heating, ventilation, air
conditioning, plumbing, electrical, mechanical, fire protection, life safety,
and other systems of the Building (the "Building Systems"), the common areas
and all other parts of the Real Property, and to change arrangement and/or
location of entrances or passageways, doors and doorways, corridors,
elevators, stairs, toilets and other public parts of the Building.


                                 ARTICLE VII

                    TENANT'S PROPERTY AND TENANT'S CHANGES

     7.1  Except as provided in Section 7.2, all fixtures, equipment,
improvements, appurtenances and other property attached to or built into the
Premises at the commencement of or during the Term, whether or not pursuant to
the Work Letter and whether or not at the expense of Tenant, and any
replacements thereof whether or not at the expense of Tenant, shall be and
remain a part of the Premises, shall be deemed the property of Landlord and
shall not be removed by Tenant, except as hereinafter in this Article VII
expressly provided.

     7.2  All furniture, furnishings and other articles of movable personal
property installed in the Premises by or for the account of Tenant, without
expense to Landlord, and which can be removed without structural or other
material damage to the Building or the Premises (all of which are herein
called "Tenant's Property") shall be and remain the property of Tenant and may
be removed by it at any time during the Term; provided that if any of Tenant's
Property is removed, Tenant or any party or person entitled to remove it shall
repair or pay the cost of repairing any damage to the Premises or to the
Building resulting from such removal, which obligation to perform or pay for
such repairs shall survive the termination of this Lease.  Any equipment or
other property for which Landlord shall have granted any allowance or credit
to Tenant or which is a replacement for such items originally provided by
Landlord at Landlord's expense shall not be deemed to have been installed by
or for the account of Tenant without expense to Landlord, and shall not be
considered Tenant's Property.

     7.3  At or before the Expiration Date of this Lease, Tenant shall remove
from the Premises all of Tenant's Property except such items as the parties
shall have agreed are to remain and to become the property of Landlord, and if
Landlord so requests, Tenant shall also remove any Non-Building Standard Work
(as defined in the Work Letter) and any additional work or alterations
installed by Tenant pursuant to

                                      5
<PAGE>

Section 7.4 or Section 15.6 or otherwise.  In each instance, Tenant at its
sole cost and expense shall repair any damage to the Premises or the Building
resulting from such removal.  Tenant's obligations under this Section 7.3
shall survive the termination of this Lease.  Any other items of Tenant's
Property which shall remain in the Premises after the Expiration Date of this
Lease and after thirty (30) days written notice, may, at the option of
Landlord, be deemed abandoned and in such case may either be retained by
Landlord as its property or be disposed of, without account- ability, at
Tenant's expense in such manner as Landlord may see fit.

      7.4  Tenant shall make no alterations, installations,  additions or
improvements (collectively "Tenant's Changes") in or to the Premises without
Landlord's prior written consent, which consent shall not be unreasonably
withheld.  No Tenant's Changes shall require Landlord to do any work or expend
any sums, whether pursuant to any applicable law, code or regulation or
otherwise, for or with respect to the Premises or any other part of the Real
Property, nor result in the loss of any rentable area or any amenities of the
Building or otherwise adversely affect any economies in the operation of the
Building.  All Tenant's Changes shall be done at Tenant's expense, in
accordance with plans and specifications approved by Landlord, only by such
contractors or mechanics as are approved by Landlord in conformity with the
requirements of Section 8.2(c) and (e) hereof, and subject to all other
conditions which Landlord may in its sole and absolute discretion impose.  Any
proposed Tenant's Changes to or affecting any of the Building Systems must be
either designed by or approved by Landlord's Building engineer.  Tenant shall
reimburse Landlord for Landlord's reasonable costs and expenses incurred in
connection with any proposed Tenant's Changes, including without limitation
any fees charged by Landlord's architect or Building engineer in connection
with the preparation or review of any plans and specifications for any
proposed Tenant's Changes, within five (5) days after demand therefor by
Landlord.


                                 ARTICLE VIII

                           MAINTENANCE AND REPAIRS

      8.1  Landlord shall maintain and repair the Building shell and the
Building Systems (exclusive of connections thereto installed in the Premises
by or for Tenant which are Non-Building Standard Work), provided that Tenant
shall be obligated to reimburse Landlord upon demand for the costs of such
repair or maintenance if necessitated or occasioned by the acts, omissions or
negligence of Tenant or any person or entity claiming through or under Tenant,
or any of their servants, employees, contractors, agents, customers, visitors
or licensees, or by the use or occupancy of the Premises by Tenant, or by
reason of any Non-Building Standard Work or any Tenant's Changes, reasonable
wear and tear excepted.

      8.2  All repairs and replacements made by or on behalf of Tenant or any
person or entity claiming through or under Tenant shall be made and performed
(a) at Tenant's cost and expense, (b) by contractors or mechanics approved by
Landlord, which approval shall not be unreasonably withheld, (c) using
equipment and materials which will not impair or otherwise adversely affect or
interfere with the operation, performance or reliability of any of the
Building Systems or with the use and occupancy of the common areas of the
Building or the premises of any other tenant of the Building, (d) so that same
shall be at least equal in quality, value, and utility to the original work or
installation, and (e) in accordance with the Rules and Regulations and with
all Legal Requirements (as defined in Article X).

                                  ARTICLE IX

                                    LIENS

     Tenant shall keep the Premises free from any liens arising out of
Tenant's Changes and any other work performed, material furnished or
obligations incurred by or for Tenant or any person or entity claiming through
or under Tenant.  In the event that Tenant shall not, within ten (10) days
following the imposition of any such lien, cause same to be released of record
by payment or posting of a proper bond, Landlord shall have, in addition to
all other remedies provided herein and by law, the right but not the
obligation to cause same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien.  All reasonable sums
paid by Landlord and all reasonable expenses incurred by Landlord in
connection therewith (including without limitation reasonable attorneys' fees)
shall be payable to Landlord by Tenant on demand.  Landlord shall have the
right at all times to post and keep posted on the Premises any notices
permitted or required by law, or that Landlord shall deem proper, for the
protection of Landlord, and all or any part of the Real Property, and any
other party having an interest therein, from mechanics' and materialmen's
liens.  Tenant shall give Landlord at least five (5) business days' prior
written notice of commencement of any repair or construction on the Premises.

                                      6
<PAGE>


                                  ARTICLE X


                             COMPLIANCE WITH LAWS

     Tenant shall not use or occupy, or permit the use or occupancy of, the
Premises in a manner that would violate any Legal Requirements.  Tenant, at
Tenant's cost and expense, shall comply with all Legal Requirements that shall
impose any duty upon Tenant with respect to the Premises or the use or
occupancy thereof, except that Tenant shall not be required to make any
alterations to the Building shell or the Building Systems in order to comply
therewith unless such alterations shall be necessitated or occasioned, in
whole or in part, by Non-Building Standard Work or Tenant's Changes or by the
acts, omissions or negligence of Tenant or any person or entity claiming
through or under Tenant, or any of their servants, employees, contractors,
agents, customers, visitors or licensees, or the use or occupancy or manner of
use or occupancy of the Premises by Tenant.  The term "Legal Requirements"
shall mean all laws, statutes, codes, acts, ordinances, orders, judgments,
decrees, injunctions, rules, regulations, permits, licenses, authorizations,
directions, restrictions and requirements of and agreements with all courts
and governmental authorities now or hereafter in effect and applicable to the
Real Property or any part thereof, or any of the adjoining sidewalks, streets
or ways.

                                  ARTICLE XI

                                SUBORDINATION

      11.1  This Lease is subject and subordinate to all existing mortgages
and deeds of trust encumbering the Building.

      11.2  This Lease shall be subject and subordinate at all times to:  (a)
all ground leases or underlying leases that may hereafter be executed
affecting the Real Property, and (b) the lien of any mortgages or deeds of
trust that may now exist or hereafter be executed in any amount for which the
Real Property,  underlying leases, Building rentals, or Landlord's interest or
estate in any of said items is specified as security.  Landlord shall use its
best efforts to secure in any such mortgages or deeds of trust and in any such
other ground leases or underlying leases a covenant on the part of the
mortgagees, beneficiaries or ground or underlying lessors thereunder to
recognize the interest of Tenant under this Lease in the event of any
foreclosure or conveyance in lieu of foreclosure, if at the time of any such
event Tenant is not then in default hereunder.

      11.3  Notwithstanding any recognition of this Lease by any mortgagees,
beneficiaries, or ground or underlying lessors pursuant to Section 11.1, (i)
Tenant's interest under this Lease shall nevertheless be subject to the rights
of such mortgagees or beneficiaries or ground or underlying lessors or Ground
Lessor to insurance and condemnation proceeds with respect to the Real
Property, (ii) any such recognition of Tenant's interest under this Lease
shall not result in any liability or responsibility on the part of any such
mortgagees, beneficiaries or ground or underlying lessors, for any past
defaults of Landlord, the prepayment of any Rent by Tenant, any claim or
setoff that Tenant may have against Landlord, or any obligations of Landlord
with respect to the construction of the Building or the Premises, or any part
thereof, and (iii) no amendment of this Lease shall be binding on any such
mortgagees or beneficiaries or ground or underlying lessors or Ground Lessor
without such party's written consent.

      11.4  In the event that any ground lease or underlying lease terminates
for any reason or any mortgage or deed of trust is foreclosed or a conveyance
in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding
any subordination of any ground lease, underlying lease or lien to this Lease,
attorn to and become the tenant pursuant to the terms of this Lease of the
successor in interest to Landlord at the option of such successor in interest.

      11.5  The provisions of this Article XI shall be self-operative and no
further instrument shall be required.  Tenant covenants and agrees, however,
to execute and deliver, promptly upon demand by Landlord and in the form
requested by Landlord, any additional documents evidencing the lien of any
such mortgages or deeds of trust.


                                 ARTICLE XII

                          ASSIGNMENT AND SUBLETTING

      12.1  Neither Tenant, nor any other person or entity which at any time
uses or occupies, or holds any interest in this Lease with respect to, all or
any part of the Premises, whether acquired directly or indirectly from Tenant,
including without limitation any subtenant or subassignee of any type, and any
person or entity acquiring any interest of Tenant or any such other person or
entity under this Lease pursuant to any foreclosure sale or conveyance in lieu
thereof (collectively "Transferor"), shall directly or indirectly, voluntarily
or by operation of law, sell, assign, encumber, pledge or otherwise transfer
or hypothecate all or any part of its interest in or rights with respect to
the premises or its leasehold or subleasehold estate (collectively,
"Assignment"), or permit all or any portion of the Premises to be

                                      7
<PAGE>

occupied by anyone other than itself or sublet all or any portion of the
Premises (collectively, "Sublease"), without Landlord's prior written consent,
which consent shall not be unreasonably withheld, in each instance as provided
hereinbelow, and each Transferor's leasehold estate shall consist only of the
right to use and occupy the Premises (or the portion thereof covered by a
Sublease) for its own purposes during the term of its leasehold estate.

      12.2  If Tenant or any other Transferor desires at any time to enter
into an Assignment or a Sublease, it shall first give written notice to
Landlord of its intention to do so (the "Notice of Proposed Transfer"), which
notice shall contain (a) the name of the proposed assignee, subtenant or
occupant (collectively "Transferee"),  (b) the nature of the proposed
Transferee's business to be carried on in the Premises,  (c) the terms and
provisions of the proposed Assignment or Sublease, and (d)  the most recent
financial statement or other equivalent financial information concerning the
proposed Transferee.  In addition, Tenant shall provide to Landlord such other
financial information as Landlord may request concerning the proposed
Transferee.

      12.3  If Landlord consents to any Sublease or Assignment as set forth in
subsection 12.1:

         (a)  Tenant or other Transferor may thereafter within ninety (90)
days after Landlord's consent enter into such Assignment or Sublease, but only
with the party and upon the specific terms and conditions set forth in the
Notice of Proposed Transfer;

         (b)  Such Sublease or Assignment shall be subject to and in full
compliance with all of the terms and provisions of this Lease; and Landlord's
consent to such Sublease or Assignment shall not be construed as a consent to
any terms thereof which are inconsistent or in conflict with any of the
provisions of this Lease unless and only to the extent that Landlord in such
consent specifically agrees in writing to be bound by such inconsistent or
conflicting terms.

      12.4  No consent by Landlord to any Assignment or Sublease by Tenant or
other Transferor shall relieve Tenant or other Transferor of any obligation to
be performed by Tenant or such Transferor under this Lease, whether arising
before or after the Assignment or Sublease, including without limitation the
obligation to obtain Landlord's express written consent to any other
Assignment or Sublease.  Any Assignment or Sublease that is not in compliance
with this Article XII shall be void and, at the option of Landlord, shall
constitute a material default by Tenant under this Lease.  The acceptance of
any Rent by Landlord from a proposed Transferee shall not constitute consent
to such Assignment or Sublease by Landlord or a recognition of any Transferee
or a waiver by Landlord of any failure of Tenant or other Transferor to comply
with this Article XII.

      12.5  Any direct or indirect sale or other transfer of a majority of the
voting stock of Tenant or other Transferor, if Tenant or such Transferor is a
corporation, or any direct or indirect sale or other transfer of a majority of
the general partnership interests in Tenant or other Transferor, if Tenant or
other Transferor is a partnership, whether any such sale or transfer shall
occur as the result of any single transaction or event or any series of
transactions or events, shall be an  Assignment for purposes of this Article
XII if this Lease constitutes all or substantially all of the real estate
assets of Tenant or other Transferor.  In addition, any direct or indirect
sale or other transfer, including by merger or consolidation, of all or a
substantial part of the assets of Tenant or other Transferor to another person
or entity, shall constitute an Assignment for purposes of this Article XII.
As used in this Section 12.5, the term "Transferor" shall also mean any entity
which has guaranteed Tenant's or other Transferor's obligations under this
Lease, and the prohibitions hereof shall be applicable to any direct or
indirect sales or transfers of the stock, partnership interests or assets of
said guarantor to the same extent as if such guarantor were the Tenant
hereunder.

      12.6  Each Transferee, other than Landlord, shall assume all obligations
of Tenant under this Lease and shall be and remain liable jointly and
severally with Tenant for the payment of Rent, and for the performance of all
of the terms, covenants, conditions and agreements herein contained on
Tenant's part to be performed for the Term; provided, however, that without
limiting the obligations of Tenant under this Lease the Transferee shall be
liable to Landlord for Rent only in the amount set forth in the Assignment or
Sublease unless otherwise agreed by the parties thereto.  No Assignment shall
be binding on Landlord unless Tenant or other Transferor or Transferee shall
deliver to Land lord a counterpart of the Assignment and an instrument in
recordable form that contains a covenant of assumption by such Transferee
satisfactory in substance and form to Landlord and consistent with the
requirements of this Section 12.6, but the failure or refusal of such
Transferee to execute such instrument of assumption shall not release or
discharge such Transferee from its liability as set forth above.  Tenant or
other Transferor shall reimburse Landlord on demand for any costs that may be
incurred by Landlord in connection with any proposed Assignment or Sublease,
including without limitation the costs of making investigations as to the
acceptability of the proposed Transferee and legal costs incurred in
connection with the granting of any requested consent.  If Landlord shall
exercise any of its options under subsections 12.3(a) or (b), Transferor shall
indemnify, defend and hold harmless Landlord against and from any and all
loss, liability, damage, cost and expense (including without limitation
reasonable attorneys' fees and disbursements) resulting from any claims that
may be made against Landlord by the proposed Transferee or by any party
engaged or retained by Tenant or other Transferor or the proposed Transferee
in connection with any

                                      8

<PAGE>

proposed Assignment or Sublease, including without limitation any real estate
brokers, agents or sales personnel.


                                 ARTICLE XIII

                                 DESTRUCTION

      13.1  If the Premises shall be damaged by fire or other casualty and the
resulting loss is fully insured against by any fire and extended coverage
insurance policy covering the Building which Landlord may elect to carry, and
if Tenant shall give prompt notice to Landlord of such damage, Landlord, at
Landlord's expense, shall repair such damage; subject, however, to the
provisions of Section 13.2 and provided that Landlord shall have no obligation
to repair any damage to or to replace Tenant's Property or any other property
or effects of Tenant.  Except as otherwise provided in this Article XIII, if
the entire Premises shall be rendered untenantable by reason of any such
damage and Tenant is not occupying and using any part thereof, the Rent shall
abate for the period from the date of such damage to the date when Landlord
shall have completed its repair of the Premises, and if only a part of the
Premises shall be rendered untenantable, the Rent shall abate for such period
in the proportion that the area of the part of the Premises so rendered
untenantable bears to the total area of the Premises, but only to the extent
that such untenantability materially interferes with the conduct of Tenant's
business on the unaffected portion of the Premises; provided, however, if,
prior to the date when Landlord shall have completed all of its repairs to the
Premises, all or any part of the Premises with respect to which the Rent
abates as provided above shall be repaired by Landlord or shall be used or
occupied by Tenant or any person or persons claiming through or under Tenant
or shall cease to cause such material interference, then the Rent attributable
to the Premises or such part thereof shall be reinstated on the date of any
such use, occupancy or tenantability, or cessation of interference.

      13.2  Notwithstanding the provisions of Section 13.1 hereof, if, prior
to or during the Term (a) the Premises shall be totally damaged or rendered
wholly untenantable by fire or other casualty, or (b) the Building shall be so
damaged by fire or other casualty that substantial alteration, demolition or
reconstruction of the Building shall be required (whether or not the Premises
shall have been damaged), then, in either of such events, Landlord, at
Landlord's option, may give to Tenant, within ninety (90) days after such fire
or other casualty, a thirty (30) days' notice of termination of this Lease
and, in the event such notice is given, this Lease shall terminate upon the
expiration of such thirty (30) days; and the Rent shall be apportioned as of
such date and any prepaid Rent, or any portion thereof, for any period after
such date shall be refunded by Landlord to Tenant.

      13.3  Landlord and Tenant shall each obtain and maintain, throughout the
Term, in any casualty insurance policies carried by such party covering any
part of the Real Property, the Premises, or the contents therein, including
Tenant's Property, a waiver of all rights of subrogation which the insurer of
one party might have against the other party, which waiver shall be effective
so long as a corresponding waiver is carried by the other party in its
policies.  In further implementation of the foregoing, each party hereby
waives (a) any obligation on the part of the other party to make repairs
necessitated or occasioned by fire or other casualty that is an insured risk
under such policies, and (b) any right of recovery against the other party,
any other permitted occupant of the Premises, and any of their servants,
employees, agents or contractors, for any loss occasioned by fire or other
casualty that is an insured risk under such policies.  If such waiver of
subrogation can be obtained under any such policy of insurance only upon
payment of an additional premium and the party benefiting from such waiver
shall not pay such additional premium on demand, or if such waiver cannot be
obtained upon other conditions acceptable to the party benefiting from such
waiver, then the party benefiting from such waiver shall be deemed to have
agreed that the other party shall be released from all of its foregoing
obligations and waivers under this Section 13.3.  Except to the extent
expressly provided in this Section 13.3 hereof, nothing contained in this
Lease shall relieve Tenant of any liability to Landlord or to its insurance
carriers which Tenant may have under law or under the provisions of this Lease
in connection with any damage to the Premises or the Building by fire or other
casualty.

      13.4  Notwithstanding any other provisions of this Article XIII, if any
such damage is due to the act or negligence of Tenant, any person claiming
through or under Tenant, or any of their servants, employees, agents, or
contractors, then there shall be no abatement or apportionment of Rent by
reason of such damage, except to the extent that Landlord is reimbursed for
such abatement or apportionment of Rent pursuant to any rental interruption
insurance policies that Landlord may, in its sole discretion, elect to carry,
and only if such reimbursement does not result in a premium increase to
Landlord by reason of unfavorable claims experience.

                                 ARTICLE XIV

                                EMINENT DOMAIN

      14.1  As used herein, the term "Taking" shall mean a permanent or
temporary condemnation or taking of all or any portion of the Premises or the
Building in any manner for public or quasi-public use,

                                      9
<PAGE>

including but not limited to a conveyance or assignment in lieu of a
condemnation or taking.  Except as otherwise provided in Section 14.4:

         (a)  If a Taking covers the entire Premises, this Lease shall
automatically terminate as of the earlier of the date of the vesting of title
or the date of dispossession of Tenant as a result of such Taking.

         (b)  If a Taking covers only a part of the Premises, this Lease shall
automatically terminate as to the portion of the Premises so taken as of the
earlier of the date of the vesting of title or the date of dispossession of
Tenant as a result of such condemnation or Taking.

         (c)  If a Taking covers such portion of the Building so as to
require, in the opinion of Landlord, a substantial alteration or
reconstruction of the remaining portions thereof, this Lease may be terminated
by Landlord, as of the earlier of the date of the vesting of title or the date
of dispossession of the owner or tenant of the portion of the Building so
taken, by written notice to Tenant within sixty (60) days following notice
from the condemning authority to Landlord of the date on which said vesting or
dispossession will occur.

         (d)  If a substantial portion of the Premises is taken so as to
render the remaining portion untenantable and unusable by Tenant, this Lease
may be terminated by Tenant as of the earlier of the date of the vesting of
title or the date of dispossession of Tenant as a result of such Taking, by
written notice to Landlord.

      14.2  Except as otherwise provided in Section 14.4, Landlord shall be
entitled to the entire award in any Taking, including, without limitation, any
award made for the value of the leasehold estate or any other rights of Tenant
created by or existing under this Lease.  No award for any partial, temporary
or entire Taking shall be apportioned, and Tenant hereby assigns to Landlord
any award that may be made in such Taking, together with any and all rights of
Tenant now or hereafter arising in or to same or any part thereof; provided,
however, that nothing contained herein shall be deemed to give Landlord any
interest in or to require Tenant to assign to Landlord any award made to
Tenant specifically and separately for its relocation expenses, the taking of
Tenant's Property, or the interruption of or damage to Tenant's business.

      14.3  In the event of a Taking that does not result in a termination of
this Lease as to the entire Premises, then except as otherwise provided in
Section 14.4 the Rent shall abate in proportion to the portion of the Premises
covered by such Taking, but only to the extent that such Taking materially
interferes with the conduct of Tenant's business on the remaining portion of
the Premises.

      14.4  Notwithstanding any other provision of this Article XIV, if a
Taking occurs with respect to all or any portion of the Premises for a limited
period of time, this Lease shall remain unaffected thereby and Tenant shall
continue to pay in full all Rent.  In the event of any such temporary Taking,
Tenant shall be entitled to receive that portion of any award which represents
compensation for the use of occupancy of the Premises during the Term, and
Landlord shall be entitled to receive that portion of any award which
represents the cost of restoration of the Premises and the use and occupancy
of the Premises after the end of the Term.

                                  ARTICLE XV

                                  UTILITIES

      15.1  Tenant shall pay for all fuel and electric current required for
the heating, air conditioning, and ventilation systems required for the use
and occupancy of the Premises.  Tenant shall provide all janitorial services
for the Premises.  Landlord shall provide water for lavatory and drinking
purposes.

      15.2  In the event any governmental authority promulgates or revises any
statute, ordinance or building, fire or other code or imposes mandatory
controls or guidelines on Landlord or the Building or any part thereof,
relating to the use or conservation of energy, water, gas, light or
electricity or the provision of any other utility or service provided with
respect to this Lease, Landlord may, in its sole and absolute discretion, take
any action necessary to comply with such mandatory controls or guidelines,
including making alterations to the Building.  Such compliance and the making
of such alterations shall in no event entitle Tenant to any damages, relieve
Tenant of the obligation to pay the full Rent reserved hereunder or to perform
each of its other covenants hereunder or constitute or be construed as a
constructive or other eviction of Tenant.

     15.3  Without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, Tenant shall not:  (a) connect any electrical
equipment to the Building's electricity distribution system other than
customary lamps, typewriters and other small office machines which consume
comparable amounts of electricity, or use any electrical equipment that
exceeds the capacity of the electrical Building System; (b) connect any
apparatus, machine or device with water pipes or electrical current (except in
the case of electric current, through existing electrical outlets in the
Premises), for the purpose of using water or electric current; or (c) maintain
an electrical load at any time in excess of 2.25

                                      10
<PAGE>

watts per square foot of rentable area of the Premises.  Landlord shall have
the right at any time to install an electric current meter in the Premises to
measure the amount of electric current consumed on the Premises.

       15.4  Without the prior written consent of Landlord, which Landlord may
refuse in its sole and absolute discretion, Tenant shall not place or install
in the Premises any machine or equipment the weight of which shall exceed the
normal load bearing capacity of the floors of the Building; and, if Landlord
consents to the placement or installation of any such machine or equipment in
the Premises, Tenant at its sole cost and expense shall reinforce the floor of
the Premises in the area of such placement or installation, pursuant to plans
and specifications approved by Landlord and otherwise in compliance with
Article VII hereof, to the extent necessary to ensure that no damage to the
Premises or the Building or weakening of any structural supports will be
occasioned thereby.  Tenant shall reimburse Landlord for Landlord's reasonable
costs and expenses incurred in connection with Landlord's review of any plans
and specifications for reinforcement of the floor of the Premises within five
(5) days after demand therefor by Landlord.

       15.5  Tenant shall be permitted to obtain office and communications
services from any reputable person or entity in the business of providing the
same (herein called a "Service Provider"), provided that Landlord shall not be
required thereby to make any alterations in or to any part of the Building or
provide to such Service Provider any space in the Building or the use of any
facilities or equipment of the Building, and provided further that no such
services provided by a Service Provider, or any equipment or facilities used
or to be used in connection therewith, shall be incompatible in any respect
with, or shall interfere with or otherwise impair or adversely affect, the
operation, reliability or quality of the Building Systems.  Tenant shall be
responsible for the installation, completion, maintenance, repair, start up
and operation of any and all communications and telecommunications, data
processing, computer, word processing, photocopying, library retrieval,
records and file storage, and all other facilities and installations required
by Tenant either initially or from time to time for the conduct of its
business in or from the Premises.  No delay or failure in delivery
installation or operation of any such facilities or installation or any
systems, equipment or services required in connection therewith, shall delay
the Commencement Date of this Lease or the obligation of Tenant to pay Rent
and perform its other covenants as provided herein, or in any other manner
reduce or affect any of the obligations of Tenant under this Lease.


                                 ARTICLE XVI

                                   DEFAULT

      16.1  Any vacation or abandonment of the Premises for a continuous
period in excess of five (5) business days or any failure to pay any Rent as
and when due, or any failure to perform or comply strictly with any covenant
or condition of or representation made under this Lease (including any
Exhibits hereto), shall constitute a default hereunder by Tenant, subject in
the specific instances set forth below to the expiration of the appropriate
grace period hereinafter provided.  Tenant shall have a period of fifteen (15)
days from the date of written notice from Landlord within which to cure any
default in the payment of Rent.  Tenant shall have a period of ten (10) days
from the date of written notice from Landlord within which to cure any other
default under this Lease; provided, however, that with respect to any default
other than the payment of Rent that cannot reasonably be cured within ten (10)
days, the default shall not be deemed uncured if Tenant commences to cure such
default within ten (10) days from Landlord's notice and continues to prosecute
diligently the curing thereof to completion within a reasonable time, but in
any event Tenant must complete such cure within sixty (60) days after the date
of Landlord's notice.

      16.2  Upon the occurrence of a default by Tenant which is not cured by
Tenant within the applicable grace period specified in Section 16.1 hereof,
Landlord shall have the following rights and remedies in addition to all other
rights or remedies available to Landlord at law or in equity:

         (a)  The right of Landlord to continue this Lease in effect and to
enforce all of its rights and remedies under this Lease, including the right
to recover Rent as it becomes due, for so long as Landlord does not terminate
Tenant's right to  possession.  Acts of maintenance or preservation, efforts
to relet the Premises or the appointment of a receiver upon Landlord's
initiative to protect its interest under this Lease shall not constitute a
termination of Tenant's right to possession.  If Landlord exercises said
rights, Landlord, as attorney-in-fact for Tenant, may from time to time sublet
the Premises or any part thereof for such term or terms (which may extend
beyond the Term) and at such rent and upon such other terms as Landlord in its
reasonable discretion may deem advisable, with the right to make alterations
and repairs to the Premises.  Upon each such subletting, (i) Tenant shall be
immediately liable for payment to Landlord of, in addition to Rent due
hereunder, the cost of such subletting and such alterations and repairs
incurred by Landlord and the amount, if any, by which the Rent owing hereunder
for the period of such subletting (to the extent such period does not exceed
the Term) exceeds the amount to be paid as Rent for the Premises for such
period pursuant to such subletting, or (ii) at the option of Landlord, rents
received from such subletting shall be applied first, to payment of any
indebtedness other than Rent due hereunder from Tenant to Landlord; second, to
the payment of any costs of such subletting and of such alterations and
repairs; third, to payment of Rent due and unpaid hereunder; and the residue,
if any, shall be held by

                                      11
<PAGE>

Landlord and applied in payment of future Rent as the same becomes due
hereunder.  If Tenant has been credited with any rent to be received from such
subletting under clause (i) and such rent shall not be promptly paid to
Landlord by the subtenant(s), or if such rentals received from such subletting
under clause (ii) during any month are less than those required 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 within five
(5) days following written notice from Landlord.  For all purposes set forth
in this Section 16.2(a) Landlord is hereby irrevocably appointed
attorney-in-fact for Tenant, with power of substitution.  No taking possession
of the Premises by Landlord, as attorney-in-fact for Tenant shall be construed
as an election on its part to terminate this Lease or Tenant's right to
possession unless a written notice of such intention is given to Tenant.  No
action taken by Landlord pursuant to this paragraph shall be deemed a waiver
of any default by Tenant, and notwithstanding any such subletting without
termi-nation, Landlord may at any time thereafter elect to terminate this
Lease for such previous default.

         (b)  The right to terminate this Lease and dispossess Tenant by
giving notice to Tenant in accordance with applicable Utah law.

         (c)  The right to have a receiver appointed for Tenant, upon
application by Landlord, to take possession of the Premises and to apply any
rental collected from the Premises and to exercise all other rights and
remedies granted to Landlord as attorney-in-fact for Tenant pursuant to
Sections 16.2(a) hereof.

         (d)  The right and power, as attorney-in-fact for Tenant to enter the
Premises and remove therefrom all persons and property, to store such property
in a public warehouse or elsewhere at the cost of and for the account of
Tenant, and to sell such property and to apply the proceeds therefrom pursuant
to applicable Utah Law.  In connection therewith, Landlord is hereby granted a
lien against all of Tenant's Property situated within the Premises.

      16.3  Termination of this Lease under this Article XVI and exercise of
any remedies of Landlord as provided herein shall not affect or terminate the
right of Landlord to enforce any and all indemnities given Landlord by Tenant
under the terms of this Lease, which indemnities shall survive any termination
of this Lease.


                                 ARTICLE XVII

                           INSOLVENCY OR BANKRUPTCY

      The appointment of a receiver to take possession of all or substantially
all of the assets of Tenant, or an assignment by Tenant for the benefit of
creditors, or the commencement of a case or proceeding by or against Tenant or
any other action taken or suffered by Tenant under any insolvency, bankruptcy,
reorganization, moratorium or other debtor relief act or statute, whether now
existing or hereafter amended or enacted, shall constitute a breach of this
Lease by Tenant.  Upon the happening of any such event, this Lease shall
automatically terminate without further notice of termination from Landlord to
Tenant, provided that Landlord may enforce any of its remedies under Section
16.2, except subsection (b) thereof, and provided further that neither such
termination nor exercise of remedies shall affect or terminate the right of
Landlord to enforce any and all indemnities given Landlord by Tenant under the
terms of this Lease.  In no event shall this Lease be assigned or assignable
by operation of law or by virtue of or in any voluntary or involuntary
bankruptcy, reorganization or insolvency case or proceeding or otherwise, and
in no event shall this Lease or any rights or privileges hereunder be an asset
of Tenant under any bankruptcy, reorganization, insolvency or other debtor
relief proceeding.


                                ARTICLE XVIII

                   FEES AND EXPENSES; INDEMNITY; INSURANCE

      18.1  If Tenant shall default in the performance of any of its
obligations under this Lease, Landlord, at any time thereafter and upon
fifteen (15) days' prior written notice, may remedy such default for Tenant's
account and at Tenant's expense, without thereby waiving such default or
rights or remedies of Landlord on account of such default.  Except as
specifically provided to the contrary in this Lease, Tenant shall pay to
Landlord, within five (5) days after delivery by Landlord to Tenant of bills
or statements therefor:  (a) sums equal to all expenditures made and monetary
obligations incurred by Landlord including, without limitation, expenditures
made and obligations incurred for reasonable counsel fees and disbursements,
in connection with any remedying by Landlord for Tenant's account pursuant to
the immediately preceding sentence; (b) sums equal to all losses, costs,
liabilities, damages and expenses referred to in Section 18.2 hereof; (c) sums
equal to all expenditures made and monetary obligations incurred by Landlord,
including, without limitation, expenditures made and obligations incurred for
reasonable counsel fees and disbursements, in collecting or attempting to
collect any Rent or in enforcing or attempting to enforce any rights of
Landlord under this Lease or pursuant to law.  Tenant's obligations under this
Section 18.1 shall survive the expiration or other termination of this Lease.

                                      12
<PAGE>

      18.2  Tenant agrees to indemnify Landlord against and save Landlord
harmless from any and all loss, cost, liability, damage and expense including,
without limitation, penalties, fines and reasonable counsel fees and
disbursements, incurred in connection with (a) any default by Tenant in the
observance or performance of any of the terms, covenants or conditions of this
Lease, or (b) any acts, omissions or negligence of Tenant.  Tenant's
obligations under this Section 18.2 shall survive the expiration or other
termination of this Lease.

      18.3  Tenant shall procure at its cost and expense and keep in effect
during the Term (a) comprehensive general liability insurance, including
without limitation contractual liability and specific coverage of risks
arising out of any activities of Tenant pursuant to Article VII hereof, with a
minimum combined single limit of liability of One Million Dollars
($1,000,000.00), which limit of liability may be increased from time to time
by mutual agreement of the parties hereto.  And which insurance shall
specifically include all liability assumed hereunder by Tenant (provided that
the amount of such insurance shall not be construed to limit the liability of
Tenant hereunder), and (b) insurance against damage or destruction by fire,
lightning and other risks from time to time included under generally available
extended coverage endorsements in an amount adequate to cover the cost of
replacement of all Tenant's Property within the Premises.  Such insurance
shall name Landlord as an additional insured, shall provide that it is primary
insurance, and not excess over or contributory with any other valid, existing
and applicable insurance in force for or on behalf of Landlord, and shall
provide that Landlord shall receive thirty (30) days' written notice from the
insurer prior to any cancellation or change of coverage.  Tenant shall deliver
policies of such insurance or certificates thereof to Landlord on or before
the Commencement Date, and thereafter at least thirty (30) days before the
expiration dates of expiring policies; and, in the event Tenant shall fail to
procure such insurance, or to deliver such policies or certificates, Landlord
may, at its option, procure same for the account of Tenant, and the cost
thereof shall be paid to Landlord within five (5) days after delivery to
Tenant of a statement therefor.  Tenant's compliance with the provisions of
this Section 18.3 shall in no way limit Tenant's liability under any of the
other provisions of this Article XVIII.


                                 ARTICLE XIX

                              ACCESS TO PREMISES

      Landlord reserves and at all times during the Term and shall have the
right to enter the Premises at all reasonable times to inspect same, to supply
any service to be provided by Landlord to Tenant hereunder, to show the
Premises to prospective purchasers, mortgagees and tenants, to post notices of
nonresponsibility, and to alter, improve or repair the Premises and any
portion of the Building, as provided in Articles VI, VIII, XIII, and XV
hereof.  Landlord may for any of the above purposes erect, use and main- tain
scaffolding, pipes, conduits and other necessary structures in and through the
Premises where reasonably required by the character of the work to be
performed, provided that the principal entrance to the Premises shall not be
blocked thereby for any unreasonable period of time, and further provided that
the business of Tenant shall not be interfered with unreasonably.  Landlord
shall have the right to use any and all means that Landlord may deem necessary
or proper to open said doors in an emergency in order to obtain entry to any
portion of the  Premises, and any entry to the Premises or portions thereof
obtained by Landlord by any of said means, shall not under any circumstances
be construed or deemed to be a forcible or unlawful entry into, or a detainer
of, the Premises, or an eviction, actual or constructive, of Tenant from the
Premises or any portion thereof.  Landlord shall have the right to enter and
inspect any special security areas referred to in the immediately preceding
sentence upon notice to Tenant, provided that Tenant may require Landlord to
be accompanied by a representative of Tenant during such inspection.  Tenant
shall be liable to Landlord for all of Landlord's damages, including
consequential damages, to the extent Landlord is unable to protect all or any
part of the Real Property during an emergency because of Landlord's lack of
access to a special security area.


                                  ARTICLE XX

                                   NOTICES

      Except as otherwise expressly provided in this Lease, any bills,
statements, notices, demands, requests or other communications given or
required to be given under this Lease shall be effective only if rendered or
given in writing, sent by certified mail or delivered personally, (a) if to
Tenant (i) at Tenant's address set forth in the Basic Lease Information, if
sent prior to Tenant's taking possession of the Premises, or (ii) at the
Premises if sent subsequent to Tenant's taking possession of the Premises, or
(iii) at any place where Tenant or any agent, officer, partner or employee of
Tenant may be found if sent subsequent to Tenant's vacating, deserting,
abandoning or surrendering the Premises, or (b) if to Landlord, at Landlord's
address set forth in the Basic Lease Information, or (c) to such other address
as either Landlord or Tenant may designate as its new address for such purpose
by notice given to the other in  accordance with the provisions of this
Article XX.  Any such bill, statement, notice, demand, request or other
communication shall be deemed to have been rendered or given upon the earlier
of receipt or three (3) days after the date when it shall have been mailed as
provided in this Article XX if sent by certified

                                      13

<PAGE>

mail, or upon the date personal delivery is made, provided, however, that any
refusal to accept personal delivery or delivery by mail shall be deemed to
constitute receipt thereof.  If Tenant is notified of the identity and address
of any ground or underlying lessors of the Real Property or any part thereof,
or any mortgagees or deed of trust beneficiaries of Landlord, Tenant shall
give to the ground or underlying lessors, or such mortgagees or beneficiaries,
as applicable, notice of any default by Landlord under the terms of this
Lease, which notice shall be in writing sent by certified mail, and the ground
or underlying lessors, or such mortgagees or beneficiaries, as applicable,
shall be given a reasonable opportunity, but shall have no obligation, to cure
such default prior to Tenant exercising any remedy available to it.


                                 ARTICLE XXI

                                   WAIVERS

      21.1  The failure by either party to insist upon the strict performance
of any obligation of the other party under this Lease, or to exercise any
right, power or remedy consequent upon a breach thereof, shall constitute a
waiver of any such breach or of such term, covenant or condition or operate as
a surrender of this Lease.  No payment by Tenant or receipt by Landlord of a
lesser amount than the aggregate of all Rent then due under this Lease shall
be deemed to be other than on account of the first items of such Rent then
accruing or becoming due, unless Landlord elects otherwise; and no endorsement
or statement on any check and no letter or other writing accompanying any
check or other payment of Rent in any such lesser amount and no acceptance of
any such check or other such payment by Landlord shall constitute 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 to pursue
any other legal remedy.

      21.2  Neither this Lease nor any term or provisions hereof may be
changed, waived, discharged or terminated orally, and no breach thereof shall
be waived, altered or modified, except by a written instrument signed by the
party against which the enforcement of the change, waiver, discharge or
termination is sought, and subject in any event to the provisions of Section
11.1.  No waiver of any breach shall affect or alter this Lease, but each and
every term, covenant and condition of this Lease shall continue in full force
and effect with respect to any other then existing or subsequent breach
thereof.  The consent of Landlord given in any instance under the terms of
this Lease shall not relieve Tenant of any obligation to secure the consent of
Landlord in any other or future instance under the terms of this Lease.


                                 ARTICLE XXII

                            TENANT'S CERTIFICATES

      Tenant, at any time and from time to time upon not less than ten (10)
days' prior written notice from Landlord, will execute, acknowledge and
deliver to Landlord and, at Landlord's request, to any prospective purchaser
or any then current or prospective ground or underlying lessor or mortgagee of
any part of the Real Property, a certificate stating:  (a) that Tenant has
accepted the Premises (or, if Tenant has not done so, that Tenant has not
accepted the Premises and specifying the reasons therefor), (b) the
Commencement and Expiration Dates of this Lease, (c) that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that same is in full force and effect as modified and stating the
modifications), (d) whether or not there are then existing any defenses
against the enforcement of any of the obligations of Tenant under this Lease
(and, if so, specifying same), (e) whether or not there are then existing any
defaults by Landlord in the performance of its obligations under this Lease
(and, if so, specifying same), (f) the dates, if any, to which the Rent has
been paid, and (g) any other information, including, without limitation,
financial information, that may reasonably be required by any of such persons.
It is intended that any such certificate of Tenant delivered pursuant to this
Article XXII may be relied upon by Landlord and any prospective purchaser or
any then current or prospective ground or underlying lessor or mortgagee of
all or any part of the Real Property.


                                ARTICLE XXIII

                            RULES AND REGULATIONS

      Tenant shall faithfully observe and comply with the rules and
regulations attached to this Lease as Exhibit D and all modifications thereof
and additions thereto from time to time as mutually agreed to by the parties
hereto (the "Rules and Regulations").  Landlord shall have no duty to enforce
the Rules and Regulations against, nor shall Landlord be responsible for the
nonperformance of the Rules and Regulations by, any other tenant or occupant
of the Building.  In the event of an express and direct conflict between the
terms, covenants, agreements and conditions of this Lease and the terms,
covenants, agreements and conditions of the Rules and Regulations, this Lease
shall control.


                                      14
<PAGE>

                                 ARTICLE XXIV

                      TAX ON TENANT'S PERSONAL PROPERTY

      At least ten (10) days prior to delinquency Tenant shall pay all taxes
levied or assessed upon Tenant's Property and shall deliver satisfactory
evidence of such payment to Landlord.  If the assessed value of Landlord's
property is increased by the inclusion therein of a value placed upon Tenant's
Property or upon any Non-Building Standard Work, Tenant shall pay to Landlord,
upon written demand, the taxes so levied against Landlord, or the proportion
thereof resulting from said increase in assessment, as determined from time to
time by Landlord.


                                 ARTICLE XXV

                      AUTHORITY; APPOINTMENT OF LANDLORD

      25.1  If Tenant signs as a corporation or a partnership, each of the
persons executing this Lease on behalf of Tenant does hereby covenant and
warrant that Tenant is a duly authorized and existing entity, that Tenant has
and is qualified to do business in Utah, that Tenant has full right and
authority to enter into and perform this Lease, and that each and all of the
persons signing on behalf of Tenant are authorized to do so.  Upon Landlord's
request, Tenant shall provide Landlord with evidence reasonably satisfactory
to Landlord confirming the foregoing covenants and warranties.

     25.2  Any appointment of Landlord as attorney-in-fact for Tenant provided
for in this Lease shall be deemed to be an appointment coupled with an
interest of Landlord as the true and lawful attorney-in-fact for Tenant for
the purposes provided for herein, with power of substitution, and shall be
irrevocable during the Term of this Lease.


                                 ARTICLE XXVI

                               SECURITY DEPOSIT

      By execution of this Lease, Landlord acknowledges receipt of Tenant's
security deposit in the amount specified in the Basic Lease Information for
the faithful performance of all terms, covenants and conditions of this Lease.
Tenant agrees that Landlord may, without waiving any of Landlord's other
rights and remedies under this Lease upon the occurrence of any of the events
of default described in this Lease, apply the security deposit in whole or in
part to remedy any failure by Tenant to repair or maintain the Premises or to
perform any other terms, covenants or conditions contained herein, to
compensate Landlord for damages incurred, or to reimburse Landlord as provided
herein, in connection with any default by Tenant.  If Tenant has kept and
performed all terms, covenants and conditions of this Lease during the Term,
Landlord will within thirty (30) days following the termination hereof return
said sum to Tenant or the last permitted assignee of Tenant's interest
hereunder as of the expiration of the Term.  Should Landlord use any portion
of the security deposit to cure any default by Tenant hereunder, Tenant shall
forthwith replenish the security deposit to the original amount upon demand.
Landlord shall not be deemed to hold the security deposit in trust and shall
not be required to keep the security deposit separate from its general funds.
Tenant shall not be entitled to any interest or other return on such deposit.


                                ARTICLE XXVII

                            RESOLUTION OF DISPUTES

      Any dispute, controversy, or claim arising under this Lease shall be
submitted to a court of competent jurisdiction for a decision.  Venue for any
lawsuit to determine either party's rights, duties, and obligations under this
Lease shall be Fourth Judicial District Court, Utah County, State of Utah.


                                ARTICLE XXVIII

                                MISCELLANEOUS

       28.1 The words "Landlord" and "Tenant" as used herein shall include the
permitted successors and assigns of each.  The plural number shall include the
singular, and vice-versa.  Words used in the neuter gender include the
masculine and feminine.  If there is more than one Tenant, the obligations
under this Lease imposed on Tenant shall be joint and several.  The captions
preceding the articles of this Lease have been inserted solely as a matter of
convenience and such captions in no way define or limit the scope or intent of
any provision of this Lease.  As used herein, the term "including," when
following any general statement, term or matter, shall not be construed to
limit such statement, term or matter to the specific items or matters set
forth immediately following such word or to similar items or matters, whether
or not nonlimiting language (such as "without limitation" or "but not limited
to," or words of similar import) is


                                      15
<PAGE>


used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope
of such general statement, term or matter.

      28.2 The terms, covenants and conditions contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant and, except as otherwise
provided herein, their respective personal representatives and successors and
assigns; provided, however, upon the sale, assignment or transfer by the
Landlord named herein (or by any subsequent landlord) of its interest in the
Building as owner or ground lessee, including any transfer by operation of
law, the Landlord (or subsequent landlord) shall be relieved from all
subsequent obligations or liabilities under this Lease, and all obligations
subsequent to such sale, assignment or transfer (but not any obligations or
liabilities that have accrued prior to the date of such sale, assignment or
transfer) shall be binding upon the grantee, assignee or other transferee, by
accepting such interest, shall be deemed to have assumed such subsequent
obligations and liabilities, and Landlord shall also be relieved of all
responsibility or liability for any security deposit of Tenant held by
Landlord upon the transfer thereof to any grantee, assignee or transferee in
connection with such sale, assignment or transfer.  A lease of the entire
Building to a person other than for occupancy thereof shall be deemed a
transfer within the meaning of this Section 28.2.

      28.3 If any provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each provision of this Lease shall be valid
and be enforced to the full extent permitted by law.

      28.4 This Lease shall be construed and enforced in accordance with the
laws of the State of Utah.

      28.5 Submission of this instrument for examination or signature by
Tenant does not constitute a reservation of or an option for lease, and it is
not effective as a lease or otherwise until execution and delivery by both
Landlord and Tenant.  Tenant shall not be authorized to record this Lease or
any memorandum thereof without Landlord's prior written consent.

      28.6 This instrument, including the Exhibits hereto, which are hereby
made a part of this Lease, contains the entire agreement between the parties
and all prior negotiations and agreements are merged herein.  Neither Landlord
nor Landlord's agents have made any representations or warranties with respect
to the Premises, the Building, the Real Property or this Lease except as may
be expressly set forth herein, and no rights, easements or licenses are or
shall be acquired by Tenant by implication or otherwise unless expressly set
forth herein.

      28.7 The review, approval, inspection or examination by Landlord of any
plans, specifications or any other item to be reviewed, approved inspected or
examined by Landlord under the terms of this Lease (including any of the
Exhibits attached hereto) shall not constitute the assumption of any
responsibility for or any representation by Landlord as to the accuracy or
sufficiency of such plans, specifications or other item, or the quality or
suitability of such plans, specifications or other item for its or their
intended use.  Any such review, approval, inspection or examination by
Landlord is for the sole purpose of protecting Landlord's interests in the
Building and under this Lease, and neither Tenant nor any person or entity
claiming through or under Tenant nor any third party, including, without
limitation, the contractors, agents, servants, employees, visitors or
licensees of Tenant or any such person or entity, shall have any rights
hereunder or claim against Landlord on account of any such review, approval,
inspection or examination by Landlord.

      28.8 In the event that either Landlord or Tenant fails to perform any of
its obligations under this Lease or in the event a dispute arises concerning
the meaning or interpretation of any provisions of this Lease, the defaulting
party or the party not prevailing in such dispute, as the case may be, shall
pay any and all costs and expenses incurred by the other party in enforcing or
establishing its rights hereunder, including, without limitation, court costs
and reasonable counsel fees.

      28.9 Upon the expiration or sooner termination of the Term, Tenant will
quietly and peacefully surrender to Landlord the Premises in the condition in
which they are required to be kept as provided in Article VIII hereof,
ordinary wear and tear and the provisions of Article XIII excepted.

      28.10 Upon Tenant paying the Rent and performing all of Tenant's
obligations under this Lease, Tenant may peacefully and quietly enjoy the
Premises during the Term as against all persons or entities lawfully claiming
by or through Landlord; subject, however, to the provisions of this Lease and
to any mortgages and deeds of trust, and any other ground or underlying leases
referred to in Article XI hereof.

      28.11 Tenant covenants and agrees that no reasonable diminution of
light, air or view by any structure that may hereafter be erected (whether or
not by Landlord) shall entitle Tenant to any reduction or abatement of Rent
under this Lease, result in any liability of Landlord to Tenant, or in any
other way affect this Lease or Tenant's obligations hereunder.

                                      16

<PAGE>

      28.12 Any holding over without Landlord's express written consent shall
constitute a continuing default by Tenant and entitle Landlord to exercise any
or all of its remedies as provided in Article XVI hereof, notwithstanding that
Landlord may elect to accept one or more payments of Rent from Tenant.

      28.13  In the event of any default by Landlord hereunder, Tenant shall
look only to Landlord's interest in the Land and Building for the satisfaction
of Tenant's remedies; and no other property or assets of Landlord or any
partner, member, officer or director thereof, disclosed or undisclosed, shall
be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies under or with respect to this Lease.

      28.14  Whenever the consent or approval of the Landlord is required
pursuant to any provision of this Lease or any Exhibit hereto, such consent or
approval shall not be unreasonably withheld by Landlord, unless the particular
provision expressly states that such consent or approval may be given or
withheld in the sole and/or absolute discretion of Landlord.  Notwithstanding
the foregoing, (i) it shall be reasonable for Landlord to withhold its consent
if any ground or underlying lessor of the Land, or any mortgagee or deed of
trust beneficiary holding any lien on any part of the Real Property, shall be
required, and such party shall not have given its consent, and (ii) if the
consent or approval of Landlord is called for at a time when an event of
default has occurred under this Lease and is continuing, Landlord shall have
no obligation to act on the matter in question until such event of default has
been remedied.

      28.15  Each party hereto represents to the other that it has dealt with
no broker in connection with the execution and delivery of this Lease.  Each
party agrees to indemnify and defend the other party against and hold the
other party harmless from any and all losses, costs, damages, liabilities and
expenses (including without limitation court costs and reasonable counsel
fees) resulting from a breach by the indemnifying party of the foregoing
representation.

      28.16  All rights and remedies of either party set forth herein shall be
cumulative, unless specifically provided to the contrary herein.  All
provisions of this Lease requiring one party to indemnify the other with
respect to any matter, occurrence, condition, event, claim or liability shall
survive the expiration or other termination of this Lease.

      28.17  Time is of the essence with respect to the performance of the
obligations of the parties hereto as set forth in this Lease and all Exhibits
hereto.


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


                         LANDLORD:

                                   COURTYARD OFFICE GROUP, L.C.
                                   A Utah Limited Liability Company

                                    /s/ Douglas A Nielson
                               By: ____________________________________
                                        Douglas A. Nielson, Member

                         TENANT:

                                   CALI, INC.
                                   A Utah Corporation


                                   /s/ Timothy D. Otto
                              By:  __________________________________
                                       Timothy D. Otto, President


                                      /s/ Heather Martin
                              Attest:_________________________________


                                      17


<PAGE>

                                  GUARANTEE

     The undersigned Guarantors on behalf of themselves, their successors, and
assigns, Guarantee, to Landlord, and its successors and assigns, complete
performance of the foregoing Lease and all its provisions, and the provisions
of all documents attached and incorporated by reference, for the term of the
Lease or any extensions or renewals of such. Guarantors waive any right or
necessity for any notice of default under the Lease as any condition for
enforcement of the Guarantee. Guarantors agree that no assertion by Landlord
of any other forms of remedy or relief available to it under this Lease or the
law generally will diminish or otherwise interfere with a separate and
independent claim made against this Guarantee. Guarantors waive any defense
under this Guarantee stemming from any circumstances whatsoever outside the
course of this Lease and resulting in the termination of Tenant's liability,
such as, but not limited to, modification, release, or discharge occurring
through any bankruptcy or collateral proceedings, disability of Tenant, or
transfer of the Lease, provided, however, this waiver shall not waive
Guarantor's right to assert defenses available to Tenant under the terms of
the Lease.

     Landlord agrees to rely on the fact and security of this Guarantee as a
substantial inducement to the execution of the foregoing Lease.

     IN WITNESS WHEREOF, Guarantors have executed this Guarantee this 8th day
of November, 1999.

                               GUARANTORS

                               /s/ Frank Otto
                               --------------------------------
                               Frank R. Otto



                               /s/ Timothy Otto
                               --------------------------------
                               Timothy D. Otto



                               /s/ Kimber Jensen
                               ---------------------------------
                               Kimber B. Jensen

<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION



All of Units H, Building V, Phase III, Courtyard at Jamestown Condominiums,
according to the official plat thereof on file with the County Recorder, Utah
County, State of Utah.

<PAGE>

                                  EXHIBIT B

                           Floor plan appears here

<PAGE>

                                   EXHIBIT C

                                 WORK LETTER


    The purpose of this Work Letter is to delineate the responsibilities of
Landlord and Tenant with respect to the construction of the Building and the
design and construction of the Premises.  This Work Letter is a part of the
Lease, and shall be subject to all of the terms and conditions of the Lease.


                                  ARTICLE I

                      CONSTRUCTION OF BASE BUILDING WORK

    Subject to the provisions of Article VII below, Landlord shall construct
the Building in which the Premises are located, consisting of (a) the Building
shell, (b) the core area, including the Building Systems (as defined in
Section 6.2 of the Lease) therein, and (c) heating and air conditioning duct
mains (collectively referred to as "Base Building Work").  The Base Building
Work shall be constructed in substantial conformance with the plans and
specifications which are attached hereto and incorporated herein by this
reference, said plans and specifications to be signed and dated by the parties
hereto.  The Base Building Work shall also be constructed in substantial
conformance with the renderings which have been shown to Tenant.


                                  ARTICLE II

                       TENANT'S PLANS AND SPECIFICATION

    2.1  On or before the date set forth in the Basic Lease Information for
the delivery of Tenant's Preliminary Drawings, Tenant shall submit to Landlord
an outline of the Premises indicating any particular structural requirements
of the floor slab of any floor of the Premises required by Tenant.  On or
before the date set forth in the Basic Lease Information for the delivery of
Tenant's Preliminary Drawings, Tenant shall submit to Landlord a general space
plan showing Tenant's proposed layout for the Premises for review and comment
by Landlord and Landlord's architect, which Preliminary Drawings shall be
consistent with Tenant's previously submitted Outline Plans.  Thereafter, on
or before the date set forth on the Basic Lease Information for the delivery
of Tenant's Final Construction Drawings, Tenant shall submit to Landlord
complete plans and specifications for the layout, improvement and finish of
the Premises consistent with the design and construction of the Base Building
Work and all Building Systems, including mechanical and electrical drawings
and decorating plans, showing the location of partitions, reflected ceiling
plans including light fixtures, electrical outlets, telephone outlets, doors,
wall finishes, floor coverings, other Building Standard Work (as defined in
Article III below) and all Non-Building Standard Work (as defined in Section
2.3 below) required by Tenant (collectively "Tenant's Final Construction
Drawings").  Tenant's Final Construction Drawings shall be prepared by a
licensed architect approved by Landlord (which architect must retain
Landlord's Building engineer in connection with the preparation of Tenant's
Final Construction Drawings), shall be in a form sufficient to secure the
approval of government authorities with jurisdiction over the approval
thereof, and shall be otherwise satisfactory to Landlord.  Tenant's Plans,
Preliminary Drawings and Final Construction Drawings shall be prepared at
Tenant's sole cost and expense.  Landlord shall reimburse Tenant for actual
architectural expenses in an amount not to exceed $3,000.00.

    2.2  Tenant's Final Construction Drawings shall be consistent with layouts
and materials customarily used in first-class office space and shall be
subject to Landlord's approval, which approval shall not be unreasonably
withheld.  Without limiting the generality of Landlord's right to reasonably
disapprove Tenant's Final Construction Drawings, it shall be deemed reasonable
for Landlord to withhold its approval of Tenant's Final Construction drawings
if Tenant's Final Construction Drawings (a) require any materials, services or
installations that might delay or interfere with construction or completion of
the Premises or the Base Building Work, (b) would have an adverse or unusual
effect on any of the Building Systems, or (c) fail to comply with or conform
to the plans of the Building filed with the City of Provo and all laws, codes,
rules and regulations applicable thereto.  If Landlord disapproves Tenant's
Final Construction Drawings, or any portion thereof, Landlord shall promptly
notify Tenant thereof and of the revisions that Landlord reasonably requires
in order to obtain Landlord's approval.  As promptly as reasonably possible
thereafter, but in no event later than ten (10) days after Landlord's notice,
Tenant shall submit to Landlord plans and specifications incorporating the
revisions required by Landlord.  Said revisions shall be subject to Landlord's
approval, which shall not be unreasonably withheld.  The final plans and
specifications approved by Landlord shall be referred to as the "Final Plans."

                                      1
<PAGE>

    2.3  Tenant may require work that is different from or in addition to
Building Standard Work, subject to the reasonable approval of Landlord as set
forth in Section 2.2 above (the "Non-Building Standard Work").  Any
modification or alteration of the air conditioning system whatsoever and any
other structural, mechanical, engineering or design changes to the Base
Building Work or the Building Standard Work requested by Tenant shall be
Non-Building Standard Work.  Substitutions of materials in place of Building
Standard Work materials and quantities of Building Standard Work materials in
excess of Building Standard Work Quantities shall also be deemed Non-Building
Standard Work.  No credit will be given to Tenant for any such substitutions
of materials, and the full cost of any different materials selected by Tenant
to be used in place of the Building Standard materials shall be part of the
cost of Non-Building Standard Work for which Tenant is responsible under
Section 4.1 below.

    2.4  All interior decorating services such as the selection of wall paint
colors and/or wall coverings, fixtures, carpeting and any or all other
decorator selection work required by Tenant shall be provided by Tenant at
Tenant's expense and shall be subject to the reasonable approval of Landlord.


                                 ARTICLE III

                            BUILDING STANDARD WORK

    3.1  Except to the extent affected by any election by Tenant made pursuant
to Section 2.3 above, Landlord shall, at Landlord's expense, furnish and
install all of the following items, limited to the quantities specified, as
selected and specified by Landlord (the "Building Standard Work").  Landlord
and Tenant agree that the usable area of the Premises as referred to below is
based upon the rentable area of the Premises exclusive of the Building's core
area,  mechanical, equipment and storage rooms, and corridors, and is not
necessarily equal to the square footage specified in the Basic Lease
Information.  Should Tenant's usage of the Premises not require the quantities
of certain items as set forth below, Tenant shall not have the option of
increasing the quantities of other items.

        (a)  Partitions.  One (1) linear foot of standard interior partition
for each twenty-eight (28) square feet of usable area of the Premises.  All
such partitions will be floor-to-ceiling partitions with one layer of 5/8"
gypsum board each side on 2" x 4" wood studs set 24" on center.  Existing
interior partitions, bearing walls, and plumbing walls are treated as interior
partitions for purposes of this Article.

        (b)  Doors and Hardware.  One (1) full height interior door with frame
for each five hundred sixty-five (565)  square feet of usable area of the
Premises.  Such doors will be 7'0" high, solid core, faced with stain grade
veneer, and set in a full height, stain grade, wood door frame.  Hardware will
consist of a handle latch set (Cal-Royal), three (3) pair of hinges, and one
(1) stop per door.

        (c)  Ceiling.  5/8" Type "Expo" Gypsum Board over resilient furring
channels set 24" on center covered with one coat of sealer and two coats of
eggshell enamel, or 2' x 4' drop grid acoustical tile.

        (d)  Lighting.  One (1) 1'-0" x 4'-0", four (4) surface mount lamp
fluorescent lighting fixture for each one hundred (100) square feet of usable
area of the Premises.

        (e)  Electrical Outlets.  One (1) duplex 110 volt electric convenience
wall outlet installed at a standard height, for each one hundred twenty (120)
square feet of usable area of the Premises.

        (f)  Wall Finishes.  All partitions furnished and installed as
Building Standard Work will be painted over "orange peel" texture with two (2)
coats of semi-gloss latex in one color to be approved by Landlord.

        (g)  Base.  All partitions furnished and installed as Building
Standard Work will receive a 5" solid stain grade, wood base.

        (h)  Switching.  One (1) single pole light switch, with plastic
coverplate, mounted at standard height as required on preliminary plans.

        (i)  Floor Coverings.  All carpeted areas within the Premises will
receive equal to Dimension  "Aiken Thirty" cut pile  (1/10 gauge, 30 oz.)
carpet in colors selected from Building Standard color range.  Areas not
carpeted within the Premises will receive 3/32" thick vinyl tile in colors
selected from Building Standard color range.

        (j)  Communication Boxes.  Fifteen (15).

                                      2
<PAGE>


                                  ARTICLE IV

                          NON-BUILDING STANDARD WORK

    Tenant agrees, at Tenant's expense, to pay for all Non-Building Standard
Work required by the Final Plans.  After Landlord's approval of Tenant's Final
Construction Drawings and prior to the commencement of any Building Standard
Work or Non-Building Standard Work (collectively "Landlord's Work"), Landlord
shall submit to Tenant a written estimate of the cost of all Non-Building
Standard Work.  Tenant shall approve the estimate within seven (7) business
days of its receipt by Tenant.  Tenant shall pay Landlord for all such
Non-Building Standard Work prior to the commencement of the same, but in any
event, within fifteen (15) business days of Tenant's receipt of the written
estimate of the cost thereof.  If Tenant fails to so approve or disapprove the
estimate, Landlord shall be under no obligation to perform any of the
Landlord's Work, including Building Standard Work; provided, however, Landlord
shall have the option to commence and complete the Building Standard Work not
affected by such Non-Building Standard Work.  Tenant shall also be responsible
for the design, function and maintenance of all Non-Building Standard Work.


                                  ARTICLE V

                      CHANGES, ADDITIONS OR ALTERATIONS

    Tenant shall have the right from time to time to request changes,
additions or alterations in the Final Plans, which shall be subject to
Landlord's reasonable approval.  If Landlord approves any such request,
Landlord shall prepare plans and specifications with respect to such change,
addition, or alteration and Tenant shall reimburse Landlord, within five (5)
days after receipt of Landlord's bill therefor, for the cost of such
additional plans and specifications.  As soon as practical after the
completion of such plans and specifications, Landlord shall notify Tenant of
the cost that will be chargeable to Tenant by reason of such change, addition
or alteration.  Within five (5) days of notice of such cost, Tenant shall
notify Landlord in writing whether Tenant approves such change, alteration or
addition.  If Tenant approves such change, alteration or addition, Tenant
shall secure and pay for any governmental approvals required therefor.  If
Tenant does not approve such change, alteration or addition within such five
(5) day period, construction of the Premises shall proceed as provided in
Article VII below in accordance with the Final Plans as most recently approved
by Landlord.


                                  ARTICLE VI

                                    DELAY

    Tenant shall be responsible for, and pay any and all costs and expenses
incurred by Landlord in connection with any delay (each a "Tenant Delay") in
the commencement or completion of Landlord's Work and any increase in the cost
of Building Standard Work, caused by (a) Tenant's failure to prepare and
submit Tenant's Outline Plans, Tenant's Preliminary Drawings or Tenant's Final
Construction Drawings, revisions thereto required by Landlord under Section
2.2 and other plans and specifications, within the time periods required
herein, (b) Tenant's failure to approve Landlord's cost estimates within the
time periods required herein, (c) Tenant's failure to secure, pay for and
deliver to Landlord all governmental approvals required for the construction
of Landlord's Work in the Premises in advance of the time required herein, (d)
Tenant's requirement of Non-Building Standard Work, including without
limitation, delay in the receipt of any Non-Building Standard materials or
supplies, (e) the postponement of any Building Standard Work as reasonably
required by Landlord to perform Non-Building Standard Work in advance of the
Building Standard Work, (f) any changes, additions or alterations in
Landlord's Work described in the Final Plans that were requested by Tenant,
(g) the failure of Tenant to make any payments required of it hereunder by the
due date therefor, (h) any entry by Tenant or Tenant's Contractors onto the
Premises pursuant to Section 7.2 of this Work Letter, or any work conducted or
to be conducted pursuant to any such entry, or any delay caused thereby, and
(i) any other delay caused by any act or omission by Tenant, or any
contractor, agent, servant, or employee of Tenant.  Under no circumstances
shall Landlord be charged with any delay whatsoever as a result of
Non-Building Standard Work unless such delay is a result of the acts or
failure to act on the part of Landlord or its contractors, agents or
employees.  No delay in the completion of Landlord's Work caused by any Tenant
Delay shall be considered in the determination of the Commencement Date of the
Lease, and Landlord's Work shall
be considered to be substantially completed for purposes of the determination
of the Commencement Date on the date Landlord's Work would have been completed
but for such Tenant Delay.

                                      3

<PAGE>


                                 ARTICLE VII

                                 CONSTRUCTION

    7.1  Following Landlord's approval of the Final Plans and Tenant's
approval of the cost estimate of all Non-Building Standard Work, Tenant shall
file the Final Plans with the appropriate departments of all governmental
authorities with jurisdiction over the approval thereof together with such
additional information and materials as may be required by such governmental
authorities for the approval of the Final Plans.  Tenant shall be responsible
for securing all such required approvals and paying all building permit and
plan check fees therefor in advance of the time when, in Landlord's
discretion, the Building has reached the stage of construction where it is
appropriate to commence Landlord's Work.  At such time as Landlord shall
determine that the Building has reached the stage of construction where it is
appropriate to commence Landlord's Work and so long as prior to such time
Tenant has delivered to Landlord all necessary governmental approvals for the
construction thereof, validly issued, fully paid for and then in effect, a
contractor or contractors selected by Landlord shall commence and diligently
proceed with the construction of all such Landlord's Work (except, however,
for such portion thereof as may be performed by any contractor selected by
Tenant and approved by Landlord as provided for in Section 7.2 below).
Landlord's obligation to construct the Building and to perform Landlord's Work
shall be subject to unavoidable delays due to acts of God and Tenant Delay.
It is understood and agreed by Tenant that any minor changes or deviations
from the Base Building Work or the Final Plans that may be necessary during
construction of the Building (including the common areas) and of the Premises
shall not affect or change the Lease or invalidate the same, or give rise to
any claim by Tenant for any loss, damage, or delay.

    7.2  Landlord shall permit Tenant and its agents to enter upon the
Premises prior to the Commencement Date in order that Tenant may perform
through its own contractors, which contractors shall be subject to Landlord's
prior written approval, such Non-Building Standard Work in the Premises as
Tenant may desire at the same time that Landlord's contractors are working in
the Premises; provided that (a) the performance of any such work by Tenant's
contractors shall not delay or hamper Landlord's contractor in the
construction of the Building, the Building Standard Work in the Premises, any
Non-Building Standard Work therein to be constructed by Landlord's contractor,
or any work to be performed by Landlord's contractor for any other tenant of
the Building, (b) Tenant's contractor shall work in harmony and shall not
interfere with Landlord's contractor or any subcontractor, or any other
tenants of the Building or such tenants' contractors, (c) the performance of
such work by Tenant's contractors shall conform with Landlord's contractor's
schedule of completion of the Premises and shall not cause Landlord's
contractor to be dependent upon the completion of such work in order for
Landlord's contractor to complete its work, and (d) Tenant's contractors shall
be subject to the administrative supervision and job-site rules of Landlord's
contractor.  Any such entry shall be deemed to be under all the terms,
covenants, provisions and conditions of the Lease, except as to the covenant
to pay Rent (which covenant shall become effective as of the Commencement Date
as provided for in Section 2.1 of the Lease), Landlord may at any time deny
access to the Premises to Tenant or any of its contractors if Landlord shall,
in its sole and absolute discretion, determine that the performance or manner
of performance of any Non-Building Standard Work to be completed by Tenant's
contractors interferes with, delays, hampers or prevents Landlord's contractor
from proceeding with completion of its work in the Building, the Premises, or
the premises of any other tenant, at the earliest possible time.  Tenant shall
maintain, or cause Tenant's contractors to maintain, at all times during any
period of such entry upon the Premises, applicable Worker's Compensation and
public liability insurance and property damage insurance, all in appropriate
amounts and with companies and on forms satisfactory to Landlord, and
certificates of such insursance shall be delivered to Landlord prior to any
such entry by Tenant or Tenant's contractors.  If applicable, such insurance
shall name Landlord and Landlord's contractor as additional insureds, and
shall be primary insurance as to Landlord and not contributing with any other
insurance Landlord may carry.  Landlord shall not be liable in any way for any
injury, loss or damage that may occur to any supplies or equipment of, or any
decorations or installations made by Tenant or Tenant's contractors, the same
being at the sole risk of Tenant and Tenant's contractors.


                                 ARTICLE VIII

                              LANDLORD REMEDIES

    Tenant agrees that if it fails to make any payments for which it is
obligated under the provisions of this Work Letter or otherwise defaults in
its obligations hereunder, Landlord shall have the right, in addition to all
other rights and remedies available under the Lease, and after fifteen (15)
days' written notice, to terminate the Lease and retain for its own use
without payment therefor any improvements and materials which have been
commenced or completed within the Premises, which cannot be removed by Tenant
without causing damage to the Premises.

                                      4

<PAGE>

                                  Exhibit D

                            Rules and Regulations