Exhibit 10.3

                                  OFFICE LEASE
                  [RiverPark Corporate Center--Building Three]

         THIS OFFICE LEASE (this  "Lease") is entered into as of the 21st day of
January,  2005,  between  RIVERPARK THREE, LLC, a Utah limited liability company
("Landlord"),  whose  address is 2875 South Decker Lake Drive,  Suite 170,  Salt
Lake City,  Utah 84119,  and ARKONA,  INC., a Delaware  corporation  ("Tenant"),
whose address is 10757 South River Front Parkway,  Suite 400, South Jordan, Utah
84095.


         FOR THE  SUM OF TEN  DOLLARS  ($10.00)  and  other  good  and  valuable
consideration,  the receipt and sufficiency of which are acknowledged,  Landlord
and Tenant agree as follows:

         1.  Definitions.  As used in this Lease,  each of the  following  terms
shall have the meaning indicated:

                  1.1.  "Basic  Monthly Rent" means the following  amount(s) per
calendar  month for the  period(s)  indicated;  provided,  however,  that if the
Commencement  Date  occurs on a date other than the date set forth in  Paragraph
1.3, the periods set forth below shall begin on such other date (as memorialized
in the  Commencement  Date  Certificate  attached  as Exhibit D) and shall shift
accordingly(1):
<TABLE>
<CAPTION>
                                                                      Annual Cost Per
         Period(s)                          Basic Monthly Rent        Rentable Square Foot
         ---------                          ------------------        --------------------
<S>                                         <C>                       <C>
         Commencement Date through          $11,469.33(2)             $5.50
         -------------------------          ----------                -----
           June 30, 2005, inclusive
           ------------------------

         July 1, 2005 through               $38,161.60 per month      $18.30
         --------------------               --------------------      ------
           June 30, 2006, inclusive

         July 1, 2006 through               $39,204.27 per month      $18.80
         --------------------               --------------------      ------
           June 30, 2007, inclusive

         July 1, 2007 through               $40,246.93 per month      $19.30
         --------------------               --------------------      ------
           June 30, 2008, inclusive
</TABLE>

----------------------

(1) ; provided further, however, that so long as the Commencement Date occurs on
or before July 1, 2005,  the periods (and the Basic Monthly Rent payable for the
periods) set forth below shall not shift.

(2) This amount shall be prorated on a per diem basis if the  Commencement  Date
occurs after June 1, 2005.

                                      -1-
<PAGE>

<TABLE>
<CAPTION>
<S>                                         <C>                       <C>
         July 1, 2008 through               $41,289.60 per month      $19.80
         --------------------               --------------------      ------
           June 30, 2009, inclusive

         July 1, 2009 through               $42,332.27 per month      $20.30
         --------------------               --------------------      ------
           June 30, 2010, inclusive
</TABLE>

The Expense Stop is included in the Basic Monthly Rent.

                  1.2.  "Building" means the building with the street address of
10757 South River Front Parkway, in South Jordan, Utah.

                  1.3.  "Commencement  Date"  means(3)  July 1, 2005;  provided,
however,  that  if  Landlord's  construction  obligations  with  respect  to the
Premises have not been fulfilled on or before such date, the "Commencement Date"
shall be the date on which such  obligations are fulfilled,  subject only to the
completion  by  Landlord  of any  "punch  list"  items  that  do not  materially
interfere  with Tenant's use and  enjoyment of the  Premises.  If for any reason
Landlord  cannot  deliver  possession  of the Premises to Tenant on the date set
forth in the first  line of this  definition,  this  Lease  shall not be void or
voidable,  and Landlord  shall not be liable to Tenant for any resultant loss or
damage.

                  1.4.  "Expense Stop" means  $137,632.00  (on an annual basis).
The Expense Stop is computed by multiplying  the number of rentable  square feet
of the Premises by $5.50 per square foot.

                  1.5.  "Expiration Date" means the date which is five (5) years
after the Commencement  Date, plus any partial calendar month occurring  between
the  Commencement  Date and the  first  day of the  first  full  calendar  month
following the Commencement  Date, if the Commencement Date does not occur on the
first day of a calendar month.

                  1.6.   "Improvements"   means  the   Building  and  all  other
improvements related to the Building.

                  1.7.  "Occupants"  means  any  assignee,  subtenant, employee,
agent,  licensee or invitee of Tenant.

                  1.8.  "Permitted  Use" means general office purposes only, and
no other purpose.

                  1.9.   "Premises"   means  Suite  400  on  the  fourth  floor,
consisting of approximately  21,380 usable square feet and approximately  25,024
rentable  square  feet,  shown on the  attached  Exhibit  B, and  located in the
Building,   which   contains   approximately   79,973  usable  square  feet  and

-----------------------------
(3) the earlier of (a) the date on which Tenant takes occupancy of the Premises,
or (b)

                                      -2-
<PAGE>


approximately  94,751  rentable  square feet.  The Premises do not include,  and
Landlord  reserves,  the exterior  walls and roof of the Premises,  the land and
other area beneath the floor of the Premises, the pipes, ducts, conduits, wires,
fixtures  and  equipment  above the  suspended  ceiling of the  Premises and the
structural elements that serve the Premises or comprise the Building. Landlord's
reservation includes the right to install, inspect, maintain, use, repair, alter
and replace  those areas and items and to enter the  Premises in order to do so.
For all  purposes of this Lease,  the  calculation  of "usable  square feet" and
"rentable  square feet" contained  within the Premises and the Building shall be
subject to final measurement and verification by Landlord's  architect according
to ANSI/BOMA Standard  Z65.1-1996 (or any successor  standard) and, in the event
of a variation, Landlord and Tenant shall amend this Lease accordingly, amending
each  provision  that is based on usable or  rentable  square  feet,  including,
without limitation, Basic Monthly Rent, Expense Stop, Security Deposit, Tenant's
Parking Stall Allocation,  Tenant's  Percentage of Operating Expenses and tenant
improvement allowance, if any.

                  1.10.  "Property" means the Improvements and the land owned by
Landlord and serving the Improvements.

                  1.11. "Security Deposit" means $42,500.00.

                  1.12.  "Tenant"  means each person  executing  this Lease as a
Tenant under this Lease.  If more than one person is set forth on the  signature
line as Tenant,  their liability under this Lease shall be joint and several. If
more than one Tenant  exists,  any notice  required or permitted by the terms of
this Lease may be given by or to any one  Tenant,  and shall have the same force
and effect as if given by or to all persons comprising Tenant.

                  1.13.  "Tenant's  Parking Stall  Allocation" means one hundred
seven (107) parking stalls.

                  1.14. "Tenant's Percentage of Operating Expenses" means 26.410
percent,  which is the result  obtained by dividing the rentable  square feet of
the Premises by the rentable square feet of all premises within the Building.

                  1.15.  "Term" means the period commencing at 12:01 a.m. of the
Commencement Date and expiring at midnight of the Expiration Date.

         2. Agreement of Lease; Work of Improvement; Construction of Building.

                  2.1.  Agreement  of Lease.  Landlord  leases the  Premises  to
Tenant and Tenant leases the Premises from Landlord for the Term,  together with
such  rights of  ingress  and  egress  over and  across  the  Property  that are
reasonably  necessary  for the  use of the  Premises,  in  accordance  with  the
provisions set forth in this Lease.

                  2.2. Work of Improvement.  The respective obligations (if any)
of Landlord and Tenant to prepare the Premises for  occupancy  are  described on
the attached  Exhibit C.  Landlord  and Tenant  shall  perform or have such work

                                      -3-
<PAGE>

performed  promptly,  diligently and in a first-class and workmanlike manner. On
occupancy  of the  Premises by Tenant,  all of the  obligations  of Landlord set
forth on the attached Exhibit C shall be deemed to be completed  satisfactorily,
except for any items set forth in a "punch list" prepared by Landlord and Tenant
pursuant  to a  walk-through  of the  Premises  within  ten (10) days  after the
Commencement  Date.  Except  as set  forth on the  attached  Exhibit  C(4),  the
Premises  shall be delivered by Landlord and accepted by Tenant in their "as-is"
condition,  and  Landlord  shall not be obligated  to make any  improvements  or
repairs to the Premises.

                  2.3.  Construction  of Building.  If the Building in which the
Premises are to be located is not presently completed,  Landlord shall construct
and  complete  the  Building  and  perform  Landlord's  work as set forth on the
attached Exhibit C as soon as reasonably possible.

         3. Term;  Commencement Date. Tenant's obligation to pay rent under this
Lease shall  commence on the  Commencement  Date (unless  otherwise set forth in
Paragraph 1.1), and shall be for the Term. On Landlord's  request,  Landlord and
Tenant shall execute a written  acknowledgement  of the Commencement Date in the
form of the attached  Exhibit D, which  acknowledgement  shall be deemed to be a
part of this Lease and, if requested  by Landlord,  shall be consented to by any
guarantor of this Lease on Landlord's  standard  form. If a dispute  exists over
when the  Premises  are ready  for  occupancy,  the(5)  decision  of  Landlord's
architect or contractor shall be final.

         4. Basic  Monthly  Rent.  Tenant  covenants to pay to Landlord  without
abatement (except as expressly provided in this Lease), deduction, offset, prior
notice or demand the Basic  Monthly Rent in lawful money of the United States at
such place as Landlord may  designate,  in advance on or before the first day of
each calendar month during the Term, commencing on the Commencement Date (unless
otherwise  set forth in Paragraph  1.1). If the first day on which Basic Monthly
Rent is due under  this Lease is not the first day of a  calendar  month,  on or
before  such due date  the  Basic  Monthly  Rent  shall be paid for the  initial
fractional  calendar  month  prorated on a per diem basis and for the first full
calendar month following such due date. If this Lease expires or terminates on a
day other than the last day of a calendar month, the Basic Monthly Rent for such
fractional  month shall be prorated  on a per diem  basis.  Notwithstanding  the
foregoing,  concurrently  with its execution of this Lease,  Tenant shall pay to
Landlord in advance the Basic  Monthly  Rent for the first full  calendar  month
following the Commencement Date in which full Basic Monthly Rent is payable.

---------------------

(4) , in the  immediately  preceding  sentence or in any other provision of this
lease

(5) commercially reasonable

                                      -4-
<PAGE>

         5.       Operating Expenses.
                  ------------------

                  5.1. Definitions. As used in this Lease, each of the following
terms shall have the meaning indicated:

                           5.1.1.   "Estimated  Operating  Expenses"  means  the
projected amount of Operating
Expenses for any given  Operating  Year as estimated by Landlord,  in Landlord's
reasonable discretion.

                           5.1.2.  "Operating  Expenses"  means  all  reasonable
costs, expenses and fees incurred or
payable by Landlord in connection with this Lease and the ownership,  operation,
management,  maintenance  and repair of the  Property,  determined in accordance
with the reasonable  accounting  procedures and business  practices  customarily
employed by Landlord(6),  including, without limitation, the costs, expenses and
fees of the following: real and personal property taxes and assessments (and any
tax  levied  in whole or in part in lieu of or in  addition  to such  taxes  and
assessments);  rent and gross  receipts  taxes;  assessments  for the  RiverPark
Corporate Center levied under a common maintenance regime; removal of snow, ice,
trash and other refuse; landscaping,  cleaning, janitorial, parking and security
services;  fire  protection;   utilities;  supplies  and  materials;  insurance;
licenses, permits and inspections;  administrative services,  including, without
limitation,  legal,  consulting  and accounting  services;  labor and personnel;
reasonable reserves for Operating Expenses; rental or a reasonable allowance for
depreciation of personal property; improvements to and maintenance and repair of
the Building and all equipment used in the Building;  management  services;  and
that part of office rent or the rental  value of space in the  Building  used by
Landlord to operate the Property. All Operating Expenses shall be computed on an
annual basis.  Tenant shall have sole  responsibility for and shall pay when due
all  taxes,  assessments,  charges  and  fees  levied  by  any  governmental  or
quasi-governmental  authority on Tenant's  use of the Premises or any  leasehold
improvements, personal property or fixtures kept or installed in the Premises by
Tenant.  Notwithstanding  the  foregoing,  Operating  Expenses shall not include
depreciation of the Improvements or debt service related to the Property.

                           5.1.3. "Operating Year" means each calendar year, all
or a portion of which falls
within the Term.

                           5.1.4.   "Tenant's   Estimated   Share  of  Operating
Expenses" means the result obtained by
multiplying Tenant's Percentage of Operating Expenses by the Estimated Operating
Expenses  and then  subtracting  from the  result  the  Expense  Stop.  Tenant's
Estimated Share of Operating Expenses for any fractional Operating Year shall be
calculated by determining Tenant's Estimated Share of Operating Expenses for the
relevant  Operating  Year and then  prorating  such amount over such  fractional
Operating Year.
--------------------

(6) and in a manner  that is  consistent  with those  procedures  and  practices
generally  employed by owners and managers of Class "A" office  buildings in the
Salt Lake City metropolitan area.

                                      -5-
<PAGE>

                           5.1.5.  "Tenant's Share of Operating  Expenses" means
the result obtained by multiplying  Tenant's Percentage of Operating Expenses by
the Operating  Expenses  actually  incurred in any given Operating Year and then
subtracting  from the result  the  Expense  Stop.  Tenant's  Share of  Operating
Expenses for any  fractional  Operating  Year shall be calculated by determining
Tenant's  Share of Operating  Expenses for the relevant  Operating Year and then
prorating such amount over such fractional Operating Year.

                  5.2. Payment of Operating  Expenses.  In addition to the Basic
Monthly Rent, Tenant covenants to pay to Landlord without abatement,  deduction,
offset, prior notice (except as provided in this Paragraph 5) or demand Tenant's
Share of Operating  Expenses in lawful money of the United  States at such place
as  Landlord  may  designate,  in  advance  on or  before  the first day of each
calendar  month  during  the  Term,  commencing  on the  Commencement  Date,  in
accordance  with  the  provisions  of  this  Paragraph  5.  On or  prior  to the
Commencement Date and prior to each Operating Year after the Commencement  Date,
if  reasonably  practicable,  Landlord  shall  furnish  Tenant  with  a  written
statement (the "Estimated  Operating Expenses  Statement") showing in reasonable
detail the computation of Tenant's Estimated Share of Operating Expenses.  On or
prior to the Commencement Date, and on the first day of each month following the
Commencement Date, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant's
Estimated  Share of Operating  Expenses as specified in the Estimated  Operating
Expenses  Statement for such Operating Year. If Landlord fails to give Tenant an
Estimated Operating Expenses Statement prior to any Operating Year, Tenant shall
continue to pay on the basis of the Estimated  Operating  Expenses Statement for
the prior Operating Year until the Estimated  Operating  Expenses  Statement for
the current  Operating  Year is received.  If at any time it appears to Landlord
that the  Operating  Expenses  will  vary  from  Landlord's  original  estimate,
Landlord may deliver to Tenant a revised Estimated  Operating Expenses Statement
for such Operating  Year,  and subsequent  payments by Tenant for such Operating
Year shall be based on such  revised  Estimated  Operating  Expenses  Statement.
Within a reasonable  time after the expiration of any Operating  Year,  Landlord
shall furnish Tenant with a written  statement (the "Actual  Operating  Expenses
Statement")  showing in reasonable  detail the  computation of Tenant's Share of
Operating  Expenses  for such  Operating  Year and the amount by which  Tenant's
Share of Operating  Expenses  exceeds or is less than the amounts paid by Tenant
during such Operating Year. If the Actual Operating Expenses Statement indicates
that the amount actually paid by Tenant for the relevant  Operating Year is less
than Tenant's Share of Operating  Expenses for such Operating Year, Tenant shall
pay to Landlord  such  deficit  within  thirty  (30) days after  delivery of the
Actual  Operating  Expenses  Statement.  Such  payments by Tenant  shall be made
notwithstanding  that the Actual  Operating  Expenses  Statement is furnished to
Tenant after the expiration of the Term or sooner  termination of this Lease. If
the Actual Operating Expenses Statement  indicates that the amount actually paid
by Tenant for the relevant  Operating  Year exceeds  Tenant's Share of Operating
Expenses for such Operating Year, such excess shall,  at  Landlord's(7)  option,
either be applied against any amount then payable or to become payable by Tenant
under this  Lease,  or promptly  refunded  to Tenant.  No failure by Landlord to
require the payment of Tenant's Share of Operating Expenses for any period shall
constitute a waiver of Landlord's  right to collect  Tenant's Share of Operating
Expenses  for such period or for any  subsequent  period.  If the  Expense  Stop
exceeds Tenant's Share of Operating  Expenses for any full or partial  Operating
Year, Tenant shall not be entitled to any refund,  credit or adjustment of Basic
Monthly  Rent.  Notwithstanding  the  foregoing to the  contrary,  the Operating
Expenses that vary with occupancy and are  attributable  to any part of the Term
in  which  less  than  ninety-five  percent  (95%) of the  rentable  area of the
Building is occupied by tenants, will be adjusted by Landlord to the amount that
Landlord   reasonably  believes  the  Operating  Expenses  would  have  been  if
ninety-five  percent  (95%)  of the  rentable  area  of the  Building  had  been
occupied.

-------------------

(7) Tenant's
                                       -6-

<PAGE>
                  5.3.  Resolution of  Disagreement.  Every  statement  given to
Tenant  by  Landlord  under  this  Lease,  including,  without  limitation,  any
statement  given to Tenant  pursuant to Paragraph  5.2,  shall be conclusive and
binding on Tenant unless within  fifteen  (15)(8) days after the receipt of such
statement Tenant notifies  Landlord that Tenant disputes the correctness of such
statement,  specifying the particular respects in which the statement is claimed
to be incorrect.  Pending the determination of such dispute by agreement between
Landlord and Tenant, Tenant shall, within thirty (30) days after receipt of such
statement,  pay the amounts set forth in such statement in accordance  with such
statement,  and such payment shall be without prejudice to Tenant's position. If
such  dispute  exists and it is  subsequently  determined  that  Tenant has paid
amounts in excess of those then due and payable under this Lease,  Landlord,  at
Landlord's(9)  option,  shall either apply such excess to an amount then payable
or to become  payable  under this  Lease or return  such  excess to  Tenant.(10)
Landlord shall grant to an independent  certified public accountant  retained by
Tenant  reasonable  access to  Landlord's  books and  records for the purpose of
verifying Operating Expenses incurred by Landlord, at Tenant's sole cost.

         6. Security  Deposit.  On the date of this Lease,  Tenant shall deposit
with Landlord the Security  Deposit as security for the faithful  performance by
Tenant  under this  Lease.  The  Security  Deposit  shall be  returned  (without
interest) to Tenant (or, at Landlord's  option, to the last assignee of Tenant's
interest  under  this  Lease)  after  the  expiration  of  the  Term  or  sooner
termination of this Lease and delivery of possession of the Premises to Landlord
in accordance with Paragraph 17 if, at such time, Tenant is not in default under
this Lease.  If Landlord's  interest in this Lease is conveyed,  transferred  or
assigned,  Landlord shall transfer or credit the Security  Deposit to Landlord's
successor in interest, and Landlord shall be released from any liability for the
return of the Security  Deposit.  Landlord may intermingle the Security  Deposit
with  Landlord's  own  funds,  and shall  not be  deemed to be a trustee  of the
Security  Deposit.  If Tenant  fails to pay or  perform  in a timely  manner any
obligation  under this  Lease,  Landlord  may,  prior to,  concurrently  with or

---------------------
(8) thirty

(9) Tenant's

(10) If such dispute is not resolved  between  Landlord and Tenant  within sixty
(60) days,  at the request of either  Landlord or Tenant,  such dispute shall be
resolved by an independent certified public accountant,  whose decision shall be
binding.  Landlord  and  Tenant,  acting  reasonably  and in good  faith,  shall
mutually select, and equally share the cost of, such accountant.

                                       -7-
<PAGE>

subsequent to, exercising any other right or remedy, use, apply or retain all or
any part of the Security Deposit for the payment of any monetary  obligation due
under this Lease,  or to  compensate  Landlord  for any other  expense,  loss or
damage which  Landlord may incur by reason of Tenant's  failure,  including  any
damage or deficiency in the reletting of the Premises.  If all or any portion of
the Security Deposit is so used,  applied or retained,  Tenant shall immediately
deposit  with  Landlord  cash in an amount  sufficient  to restore the  Security
Deposit to the original amount. Landlord may withhold the Security Deposit after
the expiration of the Term or sooner  termination of this Lease until Tenant has
paid in full  Tenant's  Share of Operating  Expenses for the  Operating  Year in
which such expiration or sooner termination occurs and all other amounts payable
under this Lease. The Security Deposit is not a limitation on Landlord's damages
or other rights  under this Lease,  a payment of  liquidated  damages or prepaid
rent and shall not be  applied by Tenant to the rent for the last (or any) month
of the Term,  or to any other  amount  due under  this  Lease.  If this Lease is
terminated  due to any default of Tenant,  any portion of the  Security  Deposit
remaining at the time of such termination shall immediately inure to the benefit
of  Landlord  as partial  compensation  for the costs and  expenses  incurred by
Landlord  in  connection  with this  Lease(11),  and shall be in addition to any
other damages to which Landlord is otherwise entitled.

         7. Use.  Tenant  shall not use or occupy or permit the  Premises  to be
used or occupied for any purpose other than for the Permitted Use, and shall not
do or permit  anything to be done by Tenant's  Occupants  which may (a) increase
the  existing  rate or violate the  provisions  of any  insurance  carried  with
respect to the Property,  (b) create a public or private nuisance,  commit waste
or interfere with, annoy or disturb any other tenant or occupant of the Building
or  Landlord  in the  operation  of the  Building,  (c)  overload  the floors or
otherwise  damage the  structure of the  Building,  (d)  constitute an improper,
immoral or objectionable  purpose,  (e) increase the cost of any utility service
beyond the level permitted(12) by Paragraph 8, (f) violate any present or future
laws, ordinances,  regulations or requirements or any covenants,  conditions and
restrictions existing with respect to the Property,  (g) subject Landlord or any
other tenant to any liability to any third party,  or (h) lower the  first-class
character of the  Building.  Tenant shall,  at Tenant's  sole cost,  (v) use the
Premises in a careful,  safe and proper manner(13),  (w) comply with all present
and future laws,  ordinances,  regulations and  requirements  and any covenants,
conditions and  restrictions  existing with respect to the Property,  including,
without limitation,  those relating to hazardous  substances,  hazardous wastes,
pollutants or contaminants and those relating to access by disabled persons, (x)
comply with the requirements of any board of fire  underwriters or other similar
body  relating to the  Premises,  (y) keep the  Premises  free of  objectionable
noises and odors, including,  without limitation,  cigar, pipe and similar smoke
odors, and (z) not store, use or dispose of any hazardous substances,  hazardous
wastes, pollutants or contaminants on the Property.  Landlord may, in Landlord's
sole discretion,  designate some or all of the Building (including the Premises)
as a non-smoking area.

--------------------------

(11) to the extent that such costs or expenses are actually  incurred or payable
by Landlord.

(12) contemplated

(13) consistent with normal business practices

                                      -8-
<PAGE>


         8. Utilities and Services.
            -----------------------

                  8.1.  Landlord's  Obligations.  Landlord  shall  cause  to  be
furnished to the Premises  electricity for normal lighting and office  computers
and equipment,  heat and  air-conditioning,  light janitorial services (emptying
wastebaskets,   dusting  and  vacuuming)  and  window  washing,   snow  removal,
landscaping,  grounds  keeping and elevator  service(14).  If Landlord  provides
electric  current to the  Premises in excess of normal  office  usage  levels to
enable Tenant to operate any data processing or other equipment  requiring extra
electric current,  or if Landlord provides any other utility or service which is
in excess of that  typically  required for routine  office  purposes,  including
additional cooling necessitated by Tenant's equipment, Landlord shall reasonably
determine or calculate the cost of such additional electric current,  utility or
service, and Tenant shall pay such cost on a monthly basis to Landlord. Landlord
may cause an electric or water meter to be installed in the Premises in order to
measure the amount of  electricity  or water  consumed for any such use, and the
cost of such meter shall be paid  promptly by Tenant.  Tenant,  at Tenant's sole
cost, shall provide telephone service to the Premises.  Tenant may be separately
billed for and,  if billed,  shall pay the cost of,  any  electricity,  heating,
ventilating  and  air-conditioning  used  during  any period  other than  Monday
through  Friday from 7:00 a.m. to 6:00 p.m., and Saturday from 8:00 a.m. to 1:00
p.m.

                  8.2.  Landlord's  Liability.  Landlord shall not be liable for
and Tenant  shall not be entitled to terminate  this Lease,  to  effectuate  any
abatement or reduction of rent or to collect any damages by reason of Landlord's
failure to provide or furnish  any of the  utilities  or  services  set forth in
Paragraph 8.1 if such failure was occasioned by any strike or labor controversy,
any act or default of Tenant,  the inability of  Landlord(15) to obtain services
from the company  supplying  the same or any other cause  beyond the  reasonable
control of Landlord or(16) by the making of necessary repairs or improvements to
the Property. In no event shall Landlord be liable for loss or injury to persons
or property,  however  arising,  occurring in connection with or attributable to
any failure to furnish such  utilities or services even if within the control of
Landlord, excepting only Landlord's willful misconduct or gross negligence.

         9.       Maintenance and Repairs; Alterations; Access to Premises.
                  ---------------------------------------------------------

                  9.1. Maintenance and Repairs.  Landlord shall maintain in good
order,  condition and repair and in a clean and sanitary condition the Property,
excepting  the  Premises  and  portions  of the  Building  leased by persons not
affiliated  with  Landlord.  Tenant,  at Tenant's sole cost,  shall maintain the
Premises  and every part of the Premises  (including,  without  limitation,  all
floors,  walls and ceilings and their  coverings,  doors and locks, and Tenant's
furnishings,  trade fixtures,  signage,  leasehold  improvements,  equipment and

-----------------------

(14) in a manner comparable to other Class "A" office buildings in the Salt Lake
metropolitan area.

(15) after exercising commercially reaonable diligence

(16)  ,  provided  that  such  repairs  or  improvements  are  undertaken  in  a
commercially reasonable manner,

                                      -9-

<PAGE>

other  personal  property  from time to time  situated in or on the Premises) in
good order, condition and repair and in a clean and sanitary condition(17).

                  9.2. Alterations.  Tenant shall not make any change,  addition
or improvement to the Premises (including, without limitation, the attachment of
any fixture or equipment,  or the addition of any pipe, line,  wire,  conduit or
related facility for water, electricity,  natural gas, telephone, sewer or other
utility),  unless such change, addition or improvement (a) equals or exceeds the
then-current  standard for the Building  and utilizes  only new and  first-grade
materials,   (b)  is  in  conformity  with  all  applicable  laws,   ordinances,
regulations and  requirements,  and is made after obtaining any required permits
and  licenses,  (c) is made with the prior written  consent of Landlord,  (d) is
made  pursuant  to plans and  specifications  approved  in writing in advance by
Landlord, (e) is made after Tenant has provided to Landlord such indemnification
or bonds, including,  without limitation,  a performance and completion bond, in
such form and amount as may be  satisfactory  to  Landlord,  to protect  against
claims and liens for labor performed and materials furnished,  and to insure the
completion of any change, addition or improvement, (f) is carried out by persons
approved  in writing by  Landlord,  who, if  required  by  Landlord,  deliver to
Landlord before  commencement of their work proof of such insurance  coverage as
Landlord may require,  with Landlord named as an additional insured,  and (g) is
done only at such time and in such manner as Landlord  may  reasonably  specify.
Any such change,  addition or improvement shall immediately  become the property
of  Landlord.  Tenant  shall  promptly  pay the entire cost of any such  change,
addition  or  improvement.  Tenant  shall  indemnify,  defend and hold  harmless
Landlord from and against all liens, claims,  damages,  losses,  liabilities and
expenses,  including attorneys' fees, which may arise out of, or be connected in
any way with,  any such change,  addition or  improvement.  Within ten (10) days
following the imposition of any lien resulting from any such change, addition or
improvement, Tenant shall cause such lien to be released of record by payment of
money or posting of a proper bond.

                  9.3.  Access to  Premises.  Landlord  and  Landlord's  agents,
employees  and  contractors  may  enter  the  Premises  at  reasonable  times on
reasonable  notice to Tenant for the purpose of cleaning,  inspecting,  altering
and repairing the Premises and  ascertaining  compliance  with the provisions of
this Lease by Tenant.  Landlord  shall have free  access to the  Premises  in an
emergency.  Landlord  may also  show the  Premises  to  prospective  purchasers,
tenants or  mortgagees  at  reasonable  times.  Tenant  waives any claim for any
damage,  injury or inconvenience to, or interference  with,  Tenant's  business,
occupancy or quiet  enjoyment of the Premises and other loss  occasioned by such
entry,  unless caused by  Landlord's  willful  misconduct  or gross  negligence.
Landlord  shall at all times have a key with which to unlock all of the doors in
the Premises (excluding  Tenant's vaults,  safes and similar areas designated in
writing by Tenant in advance).

----------------------

(17) , subject to normal and reasonable wear and tear.

                                      -10-
<PAGE>


         10.      Assignment.
                  -----------

                  10.1. Prohibition.  Tenant shall not, either voluntarily or by
operation of law, assign, transfer,  mortgage,  encumber,  pledge or hypothecate
this Lease or Tenant's  interest in this Lease, in whole or in part,  permit the
use of the Premises or any part of the Premises by any persons other than Tenant
or Tenant's  employees,  or sublease the  Premises or any part of the  Premises,
without the prior written  consent of Landlord.  Any transfer of this Lease from
Tenant by  merger,  consolidation,  liquidation  or  transfer  of  assets  shall
constitute  an  assignment  for the  purposes  of this  Lease.  If  Tenant  is a
corporation,  an  unincorporated  association or a partnership,  the assignment,
transfer,  mortgage,  encumbrance,  pledge  or  hypothecation  of any  stock  or
interest in such  corporation,  association  or  partnership in the aggregate in
excess of  forty-nine  percent  (49%) shall be deemed an  assignment  within the
meaning of this  Paragraph.  Consent to any  assignment or subleasing  shall not
operate as a waiver of the necessity for consent to any subsequent assignment or
subleasing  and the terms of such consent shall be binding on any person holding
by, through or under Tenant.  At Landlord's  option,  any assignment or sublease
without  Landlord's  prior  written  consent  shall be void ab initio  (from the
beginning).(18)

--------------------------

(18)  Landlord  shall  not  unreasonably  withhold  or delay its  consent  to an
assignment  of this  Lease or a  subleasing  of the  whole or a  portion  of the
Premises for substantially the remainder of the term, provided that:

                           (a) Tenant  prvides to Landlord  (i) any  information
reasonably  required by Landlord with respect to the nature and character of the
proposed assignee or subtenant and its business,  activities and intended use of
the Premises,  (ii) any references and current financial information  reasonably
required  by  Landlord  with  respect  to the net worth,  credit  and  financial
responsibility  of the  proposed  assignee or  subtenant,  and (iii) an executed
counterpart of the assignment or sublease agreement;

                           (b) the nature and character of the proposed assignee
or subtenant and its business,  activities and intended use of the Premises are,
in Landlord's reasonable judgment, suitable to and in keeping with the standards
of the Building and the floor or floors on which the Premises ared located,  and
in compliance with all applicable laws, ordinances, rules and regulations;

                           (c) the proposed assignee or subtenant is a reputable
party whose net worth, credit and financial  responsibility are, considering the
responsibilities involved, reasonably satisfactory to Landlord;

                           (d) the proposed assignee or subtenant is not then an
occupant  of any  part of the  Building  or of any  other  building  within  the
RiverPark Corporate Center development or a party who dealt with the Landlord or
any employee, agent or representative of Landlord (directly or through a broker)
with  respect  to space in the  Building  or of any other  building  within  the
RiverPark corporate Center development during the twelve (12) months immediately
preceding Tenant's request for Landlord's consent; and

                           (e) Tenant shall have complied with the provisions in
Paragraph  10.2 and Landlord  shall not have made any of the elections  provided
for in such Paragraph.

                  If Tenant believes that Landlord has unreasonably withheld its
consent,  Tenant's  sole remedy  shall be to seek a  declaratory  judgment  that
Landlord  has  unreasonably  withheld  its  consent  or  an  order  of  specific
performance or mandatory injunction of Landlord's agreement to give its consent.
In no event shall Tenant have any right to damages.

                                      -11-
<PAGE>

                  10.2. Termination. If Tenant requests Landlord's consent to an
assignment  of this  Lease or to a  subleasing  of the  whole or any part of the
Premises,  Tenant  shall  submit to  Landlord  the terms of such  assignment  or
subleasing,  the name and address of the proposed  assignee or  subtenant,  such
information  relating to the nature of such  assignee's or subtenant's  business
and finances as Landlord may reasonably  require and the proposed effective date
(the "Effective Date") of the proposed assignment or subleasing (which Effective
Date shall be  neither  less than  thirty  (30) nor more than  ninety  (90) days
following the date of Tenant's  submission of such  information).  On receipt of
such  request and all such  information  from  Tenant,  Landlord  may, by notice
within  thirty  (30)(19) days after such  receipt,  terminate  this Lease if the
request is to assign this Lease or to sublease  all of the  Premises  or, if the
request is to sublease a portion of the Premises only, terminate this Lease with
respect to such portion,  in each case as of the Effective  Date,  unless within
five (5) business days after notice from Landlord to Tenant of such termination,
Tenant withdraws such request.  Such right to terminate shall be for any reason,
including,  without  limitation,  the  right  to  retain  all  profits  of  such
assignment or sublease.  If Landlord  exercises such termination  right,  Tenant
shall  surrender  possession  of the entire  Premises or the portion that is the
subject of the right,  as the case may be, on the  Effective  Date in accordance
with the provisions of Paragraph 17. If this Lease is terminated as to a portion
of the  Premises  only,  the rent  payable by Tenant  under this Lease  shall be
reduced  proportionately  commencing  as of the  Effective  Date,  based  on the
percentage of the Premises as to which this Lease has been terminated.

                  10.3.  Landlord's  Rights. If this Lease is assigned or if all
or any portion of the Premises is subleased or occupied by any person other than
Tenant without obtaining Landlord's consent, Landlord may collect rent and other
charges from such assignee or other party, and apply the amount collected to the
rent and other charges payable under this Lease,  but such collection  shall not
constitute  consent or waiver of the necessity of consent to such  assignment or
subleasing,  nor  shall  such  collection  constitute  the  recognition  of such
assignee or subtenant as Tenant under this Lease or a release of Tenant from the
further  performance of all of the covenants and obligations of Tenant contained
in this Lease.  No consent by Landlord to any assignment or subleasing by Tenant
shall relieve  Tenant of any  obligation to be paid or performed by Tenant under
this  Lease,  whether  occurring  before or after such  consent,  assignment  or
subleasing,  but rather Tenant and Tenant's  assignee or subtenant,  as the case
may be,  shall be jointly and  severally  primarily  liable for such payment and
performance.  Tenant shall reimburse Landlord for Landlord's(20)  attorneys' and
other fees and costs  incurred in connection  with both  determining  whether to
give consent and giving  consent.  No assignment or subleasing  under this Lease
shall be  effective  unless and until  Tenant  provides  to Landlord an executed
counterpart of the assignment or sublease  agreement,  which shall  specifically
state that (a) such agreement is subject to all of the provisions of this Lease,
(b) in the case of an assignment, the assignee assumes and agrees to perform all
of Tenant's obligations under this Lease, (c) the assignee or subtenant,  as the

---------------------
(19) fifteen (15)

(20) Landlord may require Tenant to reimburse Landlord for Landlor's reasonable

                                      -12-
<PAGE>

case may be, may not further assign such agreement,  or allow the Premises to be
used by others,  without the prior written consent of Landlord in each instance,
(d) a consent by Landlord to such  assignment or subleasing  shall not be deemed
or construed to modify, amend or affect the provisions of this Lease or Tenant's
obligations under this Lease,  which shall continue to apply to the Premises and
the  occupants  of the  Premises as if the  assignment  or sublease had not been
made, (e) if Tenant defaults in the payment of any amounts due under this Lease,
Landlord  is  authorized  to  collect  any rents or other  amounts  due from any
assignee,  subtenant  or other  occupant  of the  Premises  and to apply the net
amounts  collected to the sums payable under this Lease,  and (f) the receipt by
Landlord of any amounts  from an assignee,  subtenant  or other  occupant of any
part of the Premises  shall not be deemed or construed as releasing  Tenant from
Tenant's  obligations  under  this  Lease or the  acceptance  of that party as a
direct  tenant.  If all or any portion of the  Premises is assigned or subleased
and the compensation to be received by Tenant exceeds the Basic Monthly Rent (or
pro rata portion of the Basic Monthly  Rent,  as the case may be)  applicable to
the  portion  being  assigned  or  subleased,  Tenant  shall pay such  excess to
Landlord on the first day of each calendar month.

         11.  Indemnity; Waiver and Release.
              -----------------------------

                  11.1.  Indemnity.  Tenant  shall  indemnify,  defend  and hold
harmless  Landlord  and  Landlord's  employees  and agents  from and against all
demands,  claims, causes of action,  judgments,  losses,  damages,  liabilities,
fines,  penalties,  costs and expenses,  including attorneys' fees, arising from
the  occupancy  or use of the  Property  by Tenant or  Tenant's  Occupants,  any
hazardous substances,  hazardous wastes,  pollutants or contaminants  deposited,
released or stored by Tenant or Tenant's Occupants on the Property,  the conduct
of Tenant's  business on the Property,  any act or omission  done,  permitted or
suffered by Tenant or any of Tenant's  Occupants,  any default or nonperformance
by Tenant  under this  Lease,  any injury or damage to the  person,  property or
business of Tenant or  Tenant's  Occupants  or any  litigation  commenced  by or
against Tenant to which Landlord is made a party without  willful  misconduct or
gross negligence on the part of Landlord. If any action or proceeding is brought
against  Landlord  or  Landlord's  employees  or  agents by reason of any of the
matters set forth in the preceding  sentence,  Tenant,  on notice from Landlord,
shall defend Landlord at Tenant's expense with counsel  reasonably  satisfactory
to Landlord.  The provisions of this Paragraph 11.1 shall survive the expiration
of the Term or sooner termination of this Lease.

                  11.2.  Waiver and  Release.  Tenant  waives and  releases  all
claims against Landlord and Landlord's  employees and agents with respect to all
matters for which Landlord has disclaimed  liability or responsibility  pursuant
to the provisions of this Lease. In addition,  Landlord and Landlord's employees
and agents shall not be liable for any loss, injury, death or damage to persons,
property or  Tenant's  business  resulting  from any theft,  act of God,  public
enemy, injunction,  riot, strike,  insurrection,  war, court order, requisition,
order of governmental body or authority, fire, explosion, falling object, steam,
water, rain, snow, ice, wind and other  weather-related  occurrences,  breakage,
leakage,  obstruction or other defects of pipes, sprinklers,  wires, appliances,
plumbing,   air-conditioning  or  lighting  fixtures,  construction,  repair  or
alteration of the Premises or other cause beyond Landlord's reasonable control.

                                      -13-
<PAGE>

         12.  Insurance.  On or before the date of this Lease,  Tenant shall, at
Tenant's  sole cost,  procure  and  continue  in force the  following  insurance
coverage:  (a) commercial  general  liability  insurance with a combined  single
limit for bodily  injury and  property  damage of not less than  $1,000,000  per
occurrence,  including,  without limitation,  contractual liability coverage for
the  performance  by Tenant of the indemnity  agreements  set forth in Paragraph
11.1;  (b)  property  insurance  with  special  causes of loss  including  theft
coverage,   insuring  against  fire,  extended  coverage  risks,  vandalism  and
malicious mischief,  and including boiler and sprinkler leakage coverage,  in an
amount equal to the full replacement cost (without  deduction for  depreciation)
of all furnishings, trade fixtures, leasehold improvements,  equipment and other
personal  property  from time to time  situated in or on the  Premises;  and (c)
workers'  compensation  insurance  satisfying  Tenant's  obligations  under  the
workers' compensation laws of the state of Utah. Such minimum limits shall in no
event limit the liability of Tenant under this Lease.  Such liability  insurance
shall name Landlord and any other person specified from time to time by Landlord
as an additional insured,  such property insurance shall name Landlord as a loss
payee as Landlord's  interests may appear,  and both such liability and property
insurance shall be with companies  acceptable to Landlord having a rating of not
less  than  A:XII  in  the  most  recent  issue  of  Best's  Key  Rating  Guide,
Property-Casualty.  All liability policies  maintained by Tenant shall contain a
provision that Landlord and any other additional  insured,  although named as an
insured,  shall  nevertheless be entitled to recover under such policies for any
loss  sustained by Landlord and  Landlord's  agents and employees as a result of
the acts or omissions of Tenant. Tenant shall furnish Landlord with certificates
of  coverage.  No such policy  shall be  cancelable  or subject to  reduction of
coverage or other  modification  except  after  thirty (30) days' prior  written
notice to Landlord by the insurer. All such policies shall be written as primary
policies,  not contributing with and not in excess of the coverage that Landlord
may carry,  and shall only be subject to such  deductibles as may be approved in
writing in advance by Landlord.  Tenant  shall,  at least ten (10) days prior to
the expiration of such policies,  furnish  Landlord with renewals of, or binders
for, such policies. Landlord and Tenant waive all rights to recover against each
other,  against any other  tenant or occupant  of the  Building  and against the
officers, directors, shareholders, partners, joint venturers, employees, agents,
customers, invitees or business visitors of each other or of any other tenant or
occupant of the Building,  for any loss or damage arising from any cause covered
by any insurance  carried by the waiving party, but only to the extent that such
loss or damage is  actually  covered.  Landlord  and Tenant  shall  cause  their
respective insurance carriers to issue appropriate waivers of subrogation rights
endorsements  to all  policies  of  insurance  carried  in  connection  with the
Premises or the contents of the Premises. Tenant shall cause all other occupants
of the Premises  claiming by,  through or under Tenant to execute and deliver to
Landlord a waiver of claims  similar to the waiver  contained in this  Paragraph
and to obtain such  waiver of  subrogation  rights  endorsements.  Any  mortgage
lender  holding an  interest  in any part of the  Property  may,  at  Landlord's
option,  be afforded  coverage under any policy required to be secured by Tenant
under this Lease by use of a mortgagee's endorsement to the policy concerned.

         13. Damage or  Destruction.  If the Premises are  partially  damaged or
destroyed by any casualty insured against under any insurance policy  maintained
by Landlord,  Landlord shall, on receipt of the insurance  proceeds,  repair the
Premises to  substantially  the condition in which the Premises were immediately

                                      -14-
<PAGE>

prior to such damage or destruction.  Landlord's  obligation under the preceding
sentence  shall not exceed the lesser of the cost of the  standard  improvements
installed by Landlord in the Premises, or the proceeds received by Landlord from
any insurance policy maintained by Landlord.  Until such repair is complete, the
Basic  Monthly Rent shall be abated  proportionately  commencing  on the date of
such  damage  or  destruction  as to  that  portion  of  the  Premises  rendered
untenantable,  if any.  If (a) by reason of such  occurrence  the  Premises  are
rendered wholly untenantable, (b) the Premises are damaged as a result of a risk
not  covered by  insurance,  (c) the  Premises  are  damaged in whole or in part
during the last twelve (12) months of the Term, (d) the Premises or the Building
(whether  or  not  the  Premises  are  damaged)  is  damaged  to the  extent  of
twenty-five percent (25%) or more of the then-replacement  value of either or to
the extent that it would take, in Landlord's  opinion,  in excess of ninety (90)
days to complete the requisite  repairs,  or (e) insurance  proceeds adequate to
repair the Property are not  available to Landlord for any reason,  Landlord may
either elect to repair the damage or cancel this Lease by notice of cancellation
within thirty (30) days after such event, and on such notice Tenant shall vacate
and  surrender the Premises to Landlord.  If Landlord  elects to repair any such
damage,  any  abatement  of Basic  Monthly  Rent  shall end on  notice  given by
Landlord to Tenant that the Premises  have been  repaired(21).  If the damage is
caused by the  negligence  of Tenant or Tenant's  Occupants,  Basic Monthly Rent
shall not abate.  Except for abatement of Basic  Monthly  Rent,  if any,  Tenant
shall have no claim against Landlord for any loss suffered by reason of any such
damage,  destruction,  repair or restoration,(22)  nor may Tenant terminate this
Lease as the result of any statutory provision in effect on or after the date of
this Lease  pertaining  to the damage and  destruction  of the  Premises  or the
Building.   The  proceeds  of  all  insurance  carried  by  Tenant  on  Tenant's
furnishings,  trade  fixtures,  leasehold  improvements,   equipment  and  other
personal property shall be held in trust by Tenant for the purpose of the repair
and replacement of the same. Landlord shall not be required to repair any damage
to,  or to make any  restoration  or  replacement  of,  any  furnishings,  trade
fixtures,   leasehold  improvements,   equipment  and  other  personal  property
installed  in the  Premises  by Tenant or at the direct or  indirect  expense of
Tenant.  Unless this Lease is terminated by Landlord pursuant to this Paragraph,
Tenant shall be required to restore or replace such furnishings, trade fixtures,
leasehold  improvements,  equipment  and other  personal  property  on damage or
destruction in at least a condition equal to that existing prior to such event.

         14.  Condemnation.  As used in this Paragraph,  the term  "Condemnation
Proceedings"  means any  actions or  proceedings  in which any  interest  in the
Property is taken for any public or quasi-public purpose by any lawful authority
through exercise of the power of eminent domain or by purchase or other means in
lieu  of  such  exercise.  If  the  whole  of  the  Premises  is  taken  through
Condemnation  Proceedings,  this Lease shall  automatically  terminate as of the
date of the taking.  The phrase "as of the date of the taking" means the date of
taking actual  physical  possession by the condemning  authority or such earlier
date as the  condemning  authority  gives notice that it is deemed to have taken
possession.  If part, but not all, of the Premises is taken,  either Landlord or

----------------------
(21) , provided that the Premises are, in fact, repaired

(22) unless caused by the gross negligence, willful misconduct or breach of this
Lease by Landlord or its employees or agents,


                                      -15-
<PAGE>

Tenant may  terminate  this  Lease.  Landlord  may  terminate  this Lease if any
portion of the Property  (whether or not including the Premises) is taken which,
in Landlord's  reasonable  judgment,  substantially  interferes  with Landlord's
ability to operate or use the  Property  for the purposes for which the Property
was intended.  Any such termination must be accomplished  through written notice
given no later than thirty (30) days after,  and shall be  effective  as of, the
date of such  taking.  In all other  cases,  or if neither  Landlord  nor Tenant
exercises  its right to  terminate,  this Lease  shall  remain in  effect.  If a
portion of the  Premises  is taken and this Lease is not  terminated,  the Basic
Monthly Rent shall be reduced in the proportion  that the floor area taken bears
to the total floor area of the Premises immediately prior to the taking. Whether
or not this Lease is terminated as a consequence  of  Condemnation  Proceedings,
all damages or compensation awarded for a partial or total taking, including any
award for severance damage and any sums compensating for diminution in the value
of or  deprivation of the leasehold  estate under this Lease,  shall be the sole
and  exclusive  property of Landlord,  provided that Tenant shall be entitled to
any award for the loss of, or damage  to,  Tenant's  trade  fixtures  or loss of
business and moving expenses, if a separate award is actually made to Tenant and
if the same will not reduce Landlord's award. Tenant shall have no claim against
Landlord  for  the  occurrence  of any  Condemnation  Proceedings,  or  for  the
termination  of this Lease or a  reduction  in the  Premises  as a result of any
Condemnation Proceedings.

         15.  Landlord's  Financing.  This  Lease  shall be  subordinate  to any
existing  first  mortgage,  first deed of trust,  ground lease,  declaration  of
covenants,   conditions,   easements   and   restrictions   and  all   renewals,
modifications,  amendments,  consolidations,  replacements and extensions of any
such  instruments.  No documentation  other than this Lease shall be required to
evidence  such  subordination.  If the holder of any  mortgage  or deed of trust
elects to have this Lease  superior to the lien of its mortgage or deed of trust
and gives written notice of such election to Tenant,  this Lease shall be deemed
prior to such mortgage or deed of trust.  Tenant shall execute such documents as
may(23) be required by Landlord to confirm such subordination or priority within
ten (10) days after  request,  provided that the lender  concerned  concurrently
provides to Tenant a non-disturbance  agreement.  Tenant shall from time to time
if so requested by Landlord and if doing so will not  materially  and  adversely
affect  Tenant's  economic  interests  under this Lease,  join with  Landlord in
amending this Lease so as to meet the needs or  requirements  of any lender that
is  considering  making or that has made a loan secured by all or any portion of
the Property. Any sale, assignment or transfer of Landlord's interest under this
Lease  or in  the  Premises,  including  any  such  disposition  resulting  from
Landlord's  default under a debt obligation,  shall be subject to this Lease and
Tenant shall attorn to  Landlord's  successors  and assigns and shall  recognize
such successors or assigns as Landlord under this Lease,  regardless of any rule
of law to the contrary or absence of privity of contract.

         16.      Default.
                  --------

                  16.1.  Default  by  Tenant.  The  occurrence  of  any  of  the
following  events shall  constitute  a default by Tenant  under this Lease:  (a)
Tenant fails to pay in a timely  manner any  installment  of Basic Monthly Rent,

--------------------
(23) reasonably
                                      -16-
<PAGE>

Tenant's  Share of  Operating  Expenses  or any other sum due under  this  Lease
within three (3)(24)  business days after written notice is given to Tenant that
the same is past due; (b) Tenant fails to observe or perform in a timely  manner
any other term,  covenant or  condition  to be observed or  performed  by Tenant
under this Lease  within three (3)  business(25)  days after  written  notice is
given to Tenant of such failure; provided,  however, that if more than three (3)
business(26) days is reasonably required to cure such failure,  Tenant shall not
be in default if Tenant commences such cure within such three (3)(27) day period
and diligently  prosecutes such cure to completion;  (c) Tenant or any guarantor
of this Lease dies (if an individual),  files a petition in bankruptcy,  becomes
insolvent,  has taken  against  such  party in any court,  pursuant  to state or
federal statute, a petition in bankruptcy or insolvency or for reorganization or
appointment  of  a  receiver  or  trustee,  petitions  for  or  enters  into  an
arrangement for the benefit of creditors or suffers this Lease to become subject
to a writ of execution;  (d) Tenant vacates or abandons the Premises; or (e) any
guarantor of this Lease attempts to rescind or terminate its guaranty.

                  16.2.  Remedies.  On any  default by Tenant  under this Lease,
Landlord may at any time,  without waiving or limiting any other right or remedy
available to Landlord,  (a) perform in Tenant's stead any obligation that Tenant
has failed to perform,  and Landlord  shall be reimbursed  promptly for any cost
incurred by Landlord with interest from the date of such expenditure  until paid
in full at the greater of the prime rate then  charged by Zions  First  National
Bank,  Salt Lake City (or any other  bank  designated  by  Landlord),  plus four
percent (4%), or eighteen percent (18%)(28) per annum (the "Interest Rate"), (b)
terminate  Tenant's rights under this Lease by written  notice,  (c) reenter and
take possession of the Premises by any lawful means (with or without terminating
this Lease),  or (d) pursue any other remedy allowed by law. Tenant shall pay to
Landlord  the  cost of  recovering  possession  of the  Premises,  all  costs of
reletting,  including  reasonable  renovation,  remodeling and alteration of the
Premises, the amount of any commissions paid by Landlord in connection with such
reletting,  and all other  costs and damages  arising  out of Tenant's  default,
including attorneys' fees and costs. Notwithstanding any termination or reentry,
the  liability  of Tenant for the rent  payable  under  this Lease  shall not be
extinguished  for the  balance  of the Term,  and  Tenant  agrees to  compensate
Landlord on demand for any  deficiency,  whether  arising from (v) reletting the
Premises  at a lesser rent than  applies  under this Lease,  (w)  reletting  the
Premises for a term shorter than the remaining Term, (x) reletting less than all
of the  Premises,  (y) any  default in the payment of rent by any person to whom
Landlord relets the Premises,  or (z) any other cause whatsoever.  No reentry to
or taking  possession  of the Premises or other action by Landlord or its agents

----------------------
(24) five (5)

(25) ten (10) calendar

(26) ten (10) calendar

(27) ten (10)

(28) twelve percent (12%)
                                      -17-
<PAGE>

on or following the occurrence of any default by Tenant shall be construed as an
election  by  Landlord  to  terminate  this  Lease  or as an  acceptance  of any
surrender of the Premises,  unless  Landlord  provides  Tenant written notice of
such termination or acceptance.

                  16.3.  Past Due  Amounts.  If Tenant fails to pay(29) when due
any amount  required to be paid by Tenant under this Lease,  such unpaid  amount
shall bear interest at the Interest Rate from the due date of such amount to the
date of payment in full, with interest. In addition,  Landlord may also charge a
sum of five  percent  (5%) of such  unpaid  amount as a service  fee.  This late
payment  charge is intended to  compensate  Landlord for  Landlord's  additional
administrative  costs  resulting  from  Tenant's  failure to perform in a timely
manner Tenant's obligations under this Lease, and has been agreed on by Landlord
and  Tenant  after  negotiation  as a  reasonable  estimate  of  the  additional
administrative  costs  which will be  incurred  by  Landlord as a result of such
failure.  The  actual  cost in each  instance  is  extremely  difficult,  if not
impossible,  to determine.  This late payment charge shall constitute liquidated
damages and shall be paid to Landlord  together  with such  unpaid  amount.  The
payment of this late payment charge shall not constitute a waiver by Landlord of
any default by Tenant under this Lease. All amounts due under this Lease are and
shall be  deemed  to be rent or  additional  rent,  and  shall  be paid  without
abatement,  deduction, offset, prior notice or demand (unless expressly provided
by the terms of this Lease). Landlord shall have the same remedies for a default
in the payment of any amount due under this Lease as Landlord  has for a default
in the payment of Basic Monthly Rent.

                  16.4.  Default by Landlord.  Landlord  shall not be in default
under this Lease  unless  Landlord  fails to perform an  obligation  required of
Landlord under this Lease within thirty (30) days after written notice by Tenant
to  Landlord  and the  holder  of any  mortgage  or deed of trust  covering  the
Property  whose  name and  address  have been  furnished  to Tenant in  writing,
specifying the respects in which Landlord has failed to perform such obligation,
and such holder fails to perform such obligation within a second thirty (30) day
period commencing on the expiration of such first thirty (30) day period. If the
nature of such obligation is such that more than thirty (30) days are reasonably
required for  performance or cure,  Landlord shall not be in default if Landlord
or such holder commences  performance  within their  respective  thirty (30) day
periods  and  after  such  commencement   diligently   prosecutes  the  same  to
completion.  In no event may Tenant terminate this Lease or withhold the payment
of rent or other  charges  provided for in this Lease as a result of  Landlord's
default.

         17.      Expiration or Termination.
                  --------------------------

                  17.1. Surrender of Premises.  On the expiration of the Term or
sooner  termination  of this Lease,  Tenant shall,  at Tenant's  sole cost,  (a)
promptly and peaceably surrender the Premises to Landlord "broom clean," in good
order and  condition,  (b)  repair any  damage to the  Property  caused by or in

--------------------
(29) within five (5) calendar days after the date


                                      -18-
<PAGE>

connection  with the  removal of any  property  from the  Premises  by or at the
direction  of  Tenant,  (c)  repair,  patch and paint in a good and  workmanlike
manner  all holes and  other  marks in the  floors,  walls and  ceilings  of the
Premises to  Landlord's  reasonable  satisfaction,  and (d) deliver all keys and
access cards to the  Premises to Landlord.  Before  surrendering  the  Premises,
Tenant shall, at Tenant's sole cost,  remove Tenant's movable personal  property
and trade fixtures  (including  signage)  only,  and all other  property  shall,
unless otherwise directed by Landlord, remain in the Premises as the property of
Landlord  without  compensation;  however,  Tenant shall not remove any personal
property or trade fixtures from the Premises  without  Landlord's  prior written
consent if such removal  will impair the  structure of the Building or Tenant is
in default under this Lease. If Tenant is in default under this Lease,  Landlord
shall have a lien on such personal  property,  trade fixtures and other property
as set  forth  in  Section  38-3-1,  et  seq.,  of the Utah  Code  Ann.  (or any
replacement  provision).  Landlord  may  require  Tenant to remove any  personal
property,   trade   fixtures,   other  property,   alterations,   additions  and
improvements made to the Premises by Tenant or by Landlord for Tenant including,
without limitation, any computer lines, wiring, cabling and facilities and other
similar  improvements,  and to restore the Premises to their condition as of the
Commencement Date. All personal  property,  trade fixtures and other property of
Tenant not removed  from the Premises on the  abandonment  of the Premises or on
the  expiration  of the Term or sooner  termination  of this Lease for any cause
shall  conclusively  be deemed to have been  abandoned and may be  appropriated,
sold, stored,  destroyed or otherwise disposed of by Landlord without notice to,
and without any  obligation to account to,  Tenant or any other  person.  Tenant
shall pay to Landlord all expenses  incurred in connection  with the disposition
of such  property  in  excess  of any  amount  received  by  Landlord  from such
disposition.  No  surrender  of the  Premises  shall be effected  by  Landlord's
acceptance of the keys or of the rent or by any other means  without  Landlord's
written  acknowledgement of such acceptance as a surrender.  Tenant shall not be
released from Tenant's obligations under this Lease in connection with surrender
of the Premises  until  Landlord  has  inspected  the Premises and  delivered to
Tenant a written release.

                  17.2.  Holding Over.  Tenant shall indemnify,  defend and hold
harmless  Landlord  from and  against  all  claims,  liabilities  and  expenses,
including  attorneys'  fees,  resulting from delay by Tenant in surrendering the
Premises in accordance  with the provisions of this Lease.  If Tenant remains in
possession  of  the  Premises  after  the  expiration  of  the  Term  or  sooner
termination  of this Lease with the prior  written  consent  of  Landlord,  such
occupancy  shall be a  tenancy  from  month  to month at a rental  (and not as a
penalty) in the amount of one hundred fifty  percent  (150%) of the last monthly
rental, plus all other charges payable under this Lease, and on all of the terms
of this Lease applicable to a month-to-month tenancy.

                  17.3.  Survival.  The  provisions  of this  Paragraph 17 shall
survive the expiration of the Term or sooner termination of this Lease.

         18.      Estoppel Certificate; Financial Statements.
                  -------------------------------------------

                  18.1. Estoppel Certificate. Tenant shall, within ten (10) days
after  Landlord's   request,   execute  and  deliver  to  Landlord  an  estoppel
certificate  in favor of  Landlord  and such  other  persons as  Landlord  shall
request setting forth the following:  (a) a ratification of this Lease;  (b) the
Commencement  Date and Expiration Date; (c) that this Lease is in full force and


                                      -19-
<PAGE>

effect and has not been assigned,  modified,  supplemented or amended (except by
such writing as shall be stated); (d) that all conditions under this Lease to be
performed by Landlord have been satisfied or, in the alternative,  those claimed
by Tenant to be  unsatisfied;  (e) that no defenses or offsets exist against the
enforcement of this Lease by Landlord or, in the  alternative,  those claimed by
Tenant to exist;  (f) the amount of advance rent, if any (or none if such is the
case), paid by Tenant;  (g) the date to which rent has been paid; (h) the amount
of the Security Deposit; and (i) such other information as Landlord may request.
Landlord's  mortgage  lenders  and  purchasers  shall be entitled to rely on any
estoppel certificate executed by Tenant.

                  18.2. Financial Statements.  Tenant shall, within ten (10)(30)
days after Landlord's request,  furnish to Landlord current financial statements
for Tenant, prepared in accordance with generally accepted accounting principles
consistently applied and certified by Tenant to be true and correct(31).

         19.      Parking; Signage.
                  -----------------

                  19.1.  Parking.  Tenant shall have the non-exclusive  right to
use a number of parking stalls located on the Property equal to Tenant's Parking
Stall Allocation only, and shall not use a number of parking stalls greater than
Tenant's  Parking  Stall  Allocation.  The use by Tenant of a number of  parking
stalls greater than Tenant's  Parking Stall  Allocation shall be a default under
this Lease  following the giving of notice and the  expiration of the applicable
cure period  described in  Paragraph  16.1.  Automobiles  of Tenant and Tenant's
Occupants  shall be parked only within  parking areas not otherwise  reserved by
Landlord or  specifically  designated  for use by any other  tenant or Occupants
associated  with any other  tenant.  Landlord  may from  time to time  designate
parking spaces for Tenant and make such other rules and  regulations as Landlord
reasonably  determines to be necessary or  appropriate.  Landlord and Landlord's
representatives  may,  without any  liability  to Tenant or Tenant's  Occupants,
cause to be removed any  automobile of Tenant or Tenant's  Occupants that may be
parked wrongfully in a prohibited or reserved parking area, and Tenant agrees to
indemnify,  defend and hold  harmless  Landlord  from and  against  all  claims,
liabilities and expenses,  including attorneys' fees, arising in connection with
such removal.

                  19.2.  Signage.  Tenant shall be entitled to Building standard
signage on the Building  interior  directory and exterior  monument sign. Tenant
shall not place or suffer to be placed on any exterior  door,  wall or window of
the  Premises,  on any part of the inside of the Premises  which is visible from
outside of the  Premises or  elsewhere on the  Property,  any sign,  decoration,
lettering,  attachment,  advertising  matter or other thing of any kind, without
first obtaining Landlord's written approval. Landlord may, at Tenant's cost, and

----------------------
(30) thirty (30)

(31) , but Tenant  shall not be  required  to do so more often than twice  every
twelve (12) months

                                      -20-
<PAGE>

without  notice or liability  to Tenant,  enter the Premises and remove any item
erected  in  violation  of this  Paragraph.  Landlord  may  establish  rules and
regulations  governing  the size,  type and  design of all such items and Tenant
shall abide by such rules and  regulations.  All approved signs or letterings on
doors  shall be  printed,  painted  and  affixed at the sole cost of Tenant by a
person  approved by  Landlord,  and shall  comply with the  requirements  of the
governmental authorities having jurisdiction over the Property. At Tenant's sole
cost,  Tenant shall maintain all permitted signs and shall, on the expiration of
the Term or sooner  termination of this Lease,  remove all such permitted  signs
and repair any damage caused by such removal.

*****[Item 20 crossed out on original]*****
         20.  Substitution.  At any time  after  the  execution  of this  Lease,
Landlord may substitute for the Premises other premises (the "New  Premises") in
the Building or within the  RiverPark  Corporate  Center  development,  in which
event the New Premises shall as of the effective date of  substitution be deemed
to be the Premises for all purposes under this Lease.  Such  substitution may be
made (a) if the New  Premises  are  similar  to the  Premises  in area,  and (b)
provided Tenant is occupying the Premises at the time of such  substitution,  if
Landlord  pays the actual  out-of-pocket  expense of moving  Tenant and Tenant's
property to the New  Premises  and, at  Landlord's  sole cost,  improves the New
Premises  with  improvements  substantially  similar  to  those  located  in the
Premises.  Landlord  shall not be  responsible  for any other  costs that may be
incurred by Tenant in connection with such substitution.

         21. Rules.  Tenant and Tenant's  Occupants shall faithfully observe and
comply with all of the rules set forth on the  attached  Exhibit A, and Landlord
may from time to time amend,  modify or make additions to or deletions from such
rules(32).  Such  amendments,  modifications,  additions and deletions  shall be
effective on notice to Tenant. On any breach of any of such rules,  Landlord may
exercise  any or all of the  remedies  provided  in this  Lease on a default  by
Tenant under this Lease and may, in addition, exercise any remedies available at
law or in  equity  including  the  right to enjoin  any  breach  of such  rules.
Landlord  shall not be responsible to Tenant for the failure of any other tenant
or person to observe any such rules.

         22.      General Provisions.
                  -------------------

                  22.1. No Partnership.  Landlord does not by this Lease, in any
way or for any  purpose,  become a partner  or joint  venturer  of Tenant in the
conduct of Tenant's business or otherwise.

                  22.2.  Force Majeure.  If either Landlord or Tenant is delayed
or hindered in or prevented from the  performance of any act required under this
Lease  by  reason  of acts of God,  strikes,  lockouts,  other  labor  troubles,
inability  to procure  labor or  materials,  fire,  accident,  failure of power,
restrictive  governmental  laws,  ordinances,  regulations  or  requirements  of
general applicability, riots, civil commotion, insurrection, war or other reason
not the fault of the party delayed, hindered or prevented and beyond the control
of such  party  (financial  inability  excepted),  performance  of the action in

---------------------
(32) in a commercially reasonable and non-discriminatory manner


                                      -21-
<PAGE>

question  shall be  excused  for the  period  of delay  and the  period  for the
performance of such act shall be extended for a period  equivalent to the period
of such delay. The provisions of this Paragraph shall not,  however,  operate to
excuse Tenant from the prompt  payment of rent or any other amounts  required to
be paid under this Lease.

                  22.3. Notices. Any notice or demand to be given by Landlord or
Tenant to the other  shall be given in writing by  personal  service,  telegram,
express  mail,  Federal  Express,  DHL or any other  similar  form of courier or
delivery  service,  or mailing  in the  United  States  mail,  postage  prepaid,
certified, return receipt requested and addressed to such party as follows:

         If to Landlord:
         ---------------

                  RiverPark Three, LLC
                  2875 South Decker Lake Drive, Suite 170
                  Salt Lake City, Utah 84119

                  with a required copy to:
                  -----------------------

                  Victor A. Taylor, Esq.
                  Parr, Waddoups, Brown, Gee & Loveless
                  185 South State Street, Suite 1300
                  Salt Lake City, Utah 84111

         If to Tenant:
         -------------

                  Arkona, Inc.
                  ------------
                  10757 South River Front Parkway, Suite 400
                  ------------------------------------------
                  South Jordan, Utah 84095
                  ------------------------

Either  Landlord or Tenant may change the address at which such party desires to
receive  notice on written  notice of such change to the other  party.  Any such
notice shall be deemed to have been given,  and shall be effective,  on delivery
to the  notice  address  then  applicable  for the party to which the  notice is
directed;  provided, however, that refusal to accept delivery of a notice or the
inability  to  deliver  a notice  because  of an  address  change  which was not
properly communicated shall not defeat or delay the giving of a notice.

                  22.4.  Severability.  If any  provision  of this  Lease or the
application of any provision of this Lease to any person or  circumstance  shall
to any extent be invalid, the remainder of this Lease or the application of such
provision  to  persons  or  circumstances  other  than  those as to  which  such
provision  is held  invalid  shall  not be  affected  by such  invalidity.  Each
provision  of this Lease shall be valid and  enforceable  to the fullest  extent
permitted by law.

                  22.5.  Brokerage  Commissions.  Except as agreed in writing by
Landlord,  Tenant  represents  and warrants  that no claims exist for  brokerage
commissions  or  finder's  fees in  connection  with this  Lease  and  agrees to

                                      -22-
<PAGE>

indemnify,  defend and hold  harmless  Landlord  from and  against  all  claims,
liabilities  and  expenses,  including  attorneys'  fees,  arising from any such
brokerage commissions or finder's fees.

                  22.6. Use of Pronouns.  The use of the neuter singular pronoun
to refer to Landlord or Tenant  shall be deemed a proper  reference  even though
Landlord  or Tenant  may be an  individual,  partnership,  association,  limited
liability  company,   corporation  or  a  group  of  two  or  more  individuals,
partnerships,  associations,  limited liability  companies or corporations.  The
necessary  grammatical  changes  required to make the  provisions  of this Lease
apply in the plural sense where more than one  Landlord or Tenant  exists and to
individuals,   partnerships,    associations,   limited   liability   companies,
corporations,  males or females,  shall in all instances be assumed as though in
each case fully expressed.

                  22.7. Successors.  Except as otherwise provided in this Lease,
all  provisions  contained  in this Lease shall be binding on and shall inure to
the  benefit  of  Landlord  and  Tenant  and their  respective  heirs,  personal
representatives,  successors and assigns.  On any sale or assignment (except for
purposes of security or  collateral)  by Landlord of the Premises or this Lease,
Landlord  shall, on and after such sale or assignment,  be relieved  entirely of
all of Landlord's obligations under this Lease and such obligations shall, as of
the time of such sale or assignment,  automatically pass to Landlord's successor
in interest.

                  22.8.  Recourse  by  Tenant.  Anything  in this  Lease  to the
contrary notwithstanding,  Tenant shall look solely to the equity of Landlord in
the  Premises(33),  subject to the prior rights of the holder of any mortgage or
deed of trust,  for the collection of any judgment (or other  judicial  process)
requiring  the payment of money by Landlord on any default or breach by Landlord
with respect to any of the terms,  covenants and  conditions of this Lease to be
observed or performed  by Landlord,  and no other asset of Landlord or any other
person  shall  be  subject  to  levy,  execution  or  other  procedure  for  the
satisfaction of Tenant's remedies.

                  22.9. Quiet Enjoyment. On Tenant paying the rent payable under
this  Lease  and  observing  and  performing  all of the  terms,  covenants  and
conditions  on Tenant's  part to be  observed  and  performed  under this Lease,
Tenant  shall  have  quiet  enjoyment  of the  Premises  for  the  Term  without
interference  from Landlord,  or anyone  claiming by, through or under Landlord,
subject to all of the provisions of this Lease.

                  22.10. Waiver. No failure by any party to insist on the strict
performance of any covenant,  duty or condition of this Lease or to exercise any
right or remedy  consequent on a breach of this Lease shall  constitute a waiver
of any such  breach or of such or any other  covenant,  duty or  condition.  Any
party may, by notice  delivered in the manner provided in this Lease,  but shall
be under no  obligation  to,  waive any of its rights or any  conditions  to its
obligations  under this Lease,  or any covenant or duty of any other  party.  No
waiver  shall  affect  or alter  the  remainder  of this  Lease  but each  other

----------------------
(33) Property and the rents, issues and profits therefrom

                                      -23-
<PAGE>

covenant,  duty and  condition  of this Lease  shall  continue in full force and
effect with respect to any other then existing or subsequently occurring breach.

                  22.11.  Rights  and  Remedies.  The  rights  and  remedies  of
Landlord and Tenant shall not be mutually  exclusive  and the exercise of one or
more of the  provisions  of this Lease shall not  preclude  the  exercise of any
other  provisions.  The parties confirm that damages at law may be an inadequate
remedy for a breach or threatened  breach by any party of any of the  provisions
of this Lease. The parties'  respective  rights and obligations under this Lease
shall be enforceable by specific performance,  injunction or any other equitable
remedy.

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

                  22.13.  Attorneys'  Fees.  If any action is brought to recover
any rent or other  amount  under this Lease  because of any  default  under this
Lease,  to enforce or  interpret  any of the  provisions  of this Lease,  or for
recovery of  possession  of the  Premises,  the party  prevailing in such action
shall be entitled to recover  from the other party  reasonable  attorneys'  fees
(including  those incurred in connection  with any appeal),  the amount of which
shall be fixed by the court  and made a part of any  judgment  rendered.  Tenant
shall be responsible for all expenses, including, without limitation, attorneys'
fees,  incurred by Landlord in any case or  proceeding  involving  Tenant or any
assignee or subtenant of Tenant under or related to any bankruptcy or insolvency
law.  The  foregoing  provisions  of this  Paragraph  22.13  shall  survive  the
expiration of the Term or sooner termination of this Lease.

                  22.14.  Merger.  The  surrender  of this Lease by Tenant,  the
cancellation  of  this  Lease  by  agreement  of  Landlord  and  Tenant  or  the
termination  of this  Lease on  account  of  Tenant's  default  shall not work a
merger, and shall, at Landlord's option,  either terminate any subleases of part
or all of the Premises or operate as an  assignment  to Landlord of any of those
subleases.  Landlord's  option  under this  Paragraph  22.14 may be exercised by
notice to Tenant and all known subtenants in the Premises.

                  22.15.  Miscellaneous.  The captions to the Paragraphs of this
Lease are for  convenience of reference only and shall not be deemed relevant in
resolving questions of construction or interpretation under this Lease. Exhibits
referred to in this Lease and any  addendums,  riders and schedules  attached to
this Lease shall be deemed to be  incorporated in this Lease as though a part of
this Lease. Tenant shall not record this Lease or a memorandum or notice of this
Lease.  This Lease and the  exhibits,  riders  and  addenda,  if any,  attached,
constitute the entire agreement between the parties.  Any guaranty  delivered in
connection  with this Lease is an  integral  part of this Lease and  constitutes
consideration  given to Landlord to enter into this Lease.  No amendment to this
Lease  shall be binding on  Landlord  or Tenant  unless  reduced to writing  and
signed by both parties. Unless otherwise set forth in this Lease, all references
to Paragraphs are to Paragraphs in this Lease. Each provision to be performed by


                                      -24-
<PAGE>

Tenant shall be  construed  to be both a covenant  and a  condition.  This Lease
shall be governed by and construed and  interpreted in accordance  with the laws
of the state of Utah.  Venue on any action  arising  out of this Lease  shall be
proper only in the District Court of Salt Lake County,  state of Utah.  Landlord
and Tenant waive trial by jury in any action, proceeding or counterclaim brought
by either of them against the other on all matters  arising out of this Lease or
the use and occupancy of the Premises.  Time is of the essence of each provision
of this Lease.  The  submission of this Lease to Tenant is not an offer to lease
the  Premises or an  agreement  by Landlord to reserve the  Premises for Tenant.
Landlord  shall  not be bound to  Tenant  until  Tenant  has duly  executed  and
delivered duplicate original copies of this Lease to Landlord,  and Landlord has
duly executed and delivered one of those duplicate original copies to Tenant.


                                      -25-
<PAGE>



         LANDLORD AND TENANT have  executed this Lease on the  respective  dates
set forth below, to be effective as of the date first set forth above.


                                    LANDLORD:

                                    RIVERPARK  THREE,  LLC,  by
                                    its Manager:

                                    RIVERPARK HOLDINGS,
                                    a Utah limited liability company



                                    By       /s/ David S. Layton
                                      ------------------------------------------
                                             David S. Layton
                                             Manager

                                    Date     January 28, 2005
                                        ----------------------------------------


                                    TENANT:

                                    ARKONA, INC.



                                    By       Stephen L. Russo
                                      ------------------------------------------

                                    Print or Type Name of Signatory:

                                    Stephen L. Russo
                                    --------------------------------------------

                                    Its      Chief Financial Officer
                                       -----------------------------------------

                                    Date     January 28, 2005
                                        ----------------------------------------


                                      -26-
<PAGE>

                                    EXHIBIT A

                                       to

                                  OFFICE LEASE

================================================================================

                                      RULES

                  The  rules  set  forth  in  this  Exhibit  are a  part  of the
foregoing  Office Lease (the  "Lease").  Whenever  the term  "Tenant" is used in
these rules, such term shall be deemed to include Tenant and Tenant's Occupants.
The following  rules may from time to time be modified by Landlord in the manner
set forth in the Lease.  The terms  capitalized  in this Exhibit  shall have the
same meaning as set forth in the Lease.

         1. Obstruction.  Any sidewalks,  entries,  exits, passages,  corridors,
halls, lobbies, stairways,  elevators or other common facilities of the Building
shall not be  obstructed by Tenant or used for any purpose other than ingress or
egress to and from the Premises.  Tenant shall not place any item in any of such
locations,  whether or not such item  constitutes  an  obstruction,  without the
prior written  consent of Landlord.  Landlord may remove any  obstruction or any
such  item  without  notice  to  Tenant  and at the  sole  cost of  Tenant.  Any
sidewalks,  entries,  exits,  passages,  corridors,  halls, lobbies,  stairways,
elevators  or other  common  facilities  of the Building are not for the general
public,  and Landlord shall in all cases retain the right to control and prevent
access to them by all persons whose presence, in the judgment of Landlord, would
be prejudicial to the safety, character, reputation or interests of the Property
or Landlord's tenants. Tenant shall not go on the roof of the Building.

         2.  Deliveries.  All  deliveries  and pickups of  supplies,  materials,
garbage  and  refuse to or from the  Premises  shall be made only  through  such
access as may be  designated  by  Landlord  for  deliveries  and only during the
ordinary business hours of the Building. Tenant shall not obstruct or permit the
obstruction of such access. Tenant shall be liable for the acts and omissions of
any persons making such deliveries or pickups.

         3. Moving.  Furniture  and  equipment  shall be moved in and out of the
Building  only  through  such  access  as  may be  designated  by  Landlord  for
deliveries  and  then  only  during  such  hours  and in such  manner  as may be
prescribed by Landlord.  If Tenant's movers damage any part of the Improvements,
Tenant  shall pay to  Landlord  on demand the  amount  required  to repair  such
damage.

         4. Heavy Articles.  No safe or article, the weight of which may, in the
reasonable  opinion of Landlord,  constitute a hazard of damage to the Building,
shall be moved into the Premises.  Other safes and heavy articles shall be moved
into,  from or about the  Building  only during such hours and in such manner as
shall be prescribed by Landlord, and Landlord may designate the location of such
safes and articles.

                                      -27-
<PAGE>

         5. Building Security. On Saturdays,  Sundays and legal holidays, and on
other  days  between  the  hours of 6:00 p.m.  that  evening  and 8:00 a.m.  the
following  day,  access to the  Building,  the halls,  corridors,  elevators  or
stairways in the  Building or to the  Premises may be refused  unless the person
seeking  access is known to the person or employee of the  Building in charge or
has a pass and is properly  identified.  Landlord shall in no case be liable for
damages  for any error with regard to the  admission  to or  exclusion  from the
Building  of  any  person.  In the  event  of an  invasion,  mob,  riot,  public
excitement or other commotion,  Landlord reserves the right to prevent access to
the  Building  during the  continuance  of the same by closing  the doors of the
Building  or any other  reasonable  method,  for the safety of the  tenants  and
protection of the Building and property in the Building.  Landlord may from time
to time adopt  appropriate  systems and procedures for the security or safety of
the  Building.  Tenant  shall be  entitled  to receive a number of key cards for
after-hours  access to the Building equal to Tenant's Parking Stall  Allocation.
Replacements  cards for any key cards  that are lost or stolen  may be issued by
Landlord for a handling fee to be reasonably  determined  by Landlord,  but such
fee will not be less than $10 per replacement card.

         6. Pass Key.  The janitor of the  Building may at all times keep a pass
key to the Premises,  and such janitor and other agents of Landlord shall at all
times be allowed admittance to the Premises.

         7. Locks,  Access Cards and Keys. No additional  lock or locks shall be
placed by Tenant  on any door in the  Building  and no  existing  lock  shall be
changed  unless written  consent of Landlord  shall first have been obtained.  A
reasonable  number of access  cards and keys to the  Premises  and to the toilet
rooms,  if locked by Landlord,  will be furnished by Landlord,  and Tenant shall
not have any  additional  access cards or keys made. At the  termination of this
tenancy,  Tenant shall promptly  return to Landlord all access cards and keys to
offices and toilet rooms and provide Landlord with all combinations and keys for
any locks,  safes,  cabinets and vaults remaining in the Premises.  Tenant shall
keep the doors of the Premises  closed and securely locked when Tenant is not at
the Premises.

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

         9. No  Animals;  Excessive  Noise.  No animals  shall be allowed in the
Building,  other than guide dogs for  hearing  or  vision-impaired  persons.  No
persons shall  disturb the  occupants of the Building or adjoining  buildings or
space by the use of any  electronic  equipment or musical  instrument  or by the
making of loud or improper noises.

                                      -28-
<PAGE>

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

         11. Trash.  Tenant shall not allow anything to be placed on the outside
of the  Building,  nor shall  anything be thrown by Tenant out of the windows or
doors,  or down the corridors or ventilating  ducts or shafts,  of the Building.
All trash and refuse shall be placed in receptacles provided by Landlord for the
Building or by Tenant for the Premises.

         12.  Exterior  Windows,  Walls and  Doors.  No window  shades,  blinds,
curtains, shutters, screens or draperies shall be attached or detached by Tenant
and no awnings shall be placed over the windows without Landlord's prior written
consent.

         13. Hazardous Operations and Items. Tenant shall not install or operate
any steam or gas engine or boiler,  or carry on any  mechanical  business in the
Premises without Landlord's prior written consent.  Tenant shall not use or keep
in the Premises or the Building any kerosene,  gasoline or other  inflammable or
combustible fluid or material,  or use any method of heating or air-conditioning
other than that supplied by Landlord.  Explosives or other articles deemed extra
hazardous shall not be brought into the Building.

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

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

****(Item 16 crossed out on original)*****
         16.  Chair  Pads.  Tenant  shall,  at Tenant's  sole cost,  install and
maintain under all caster chairs a chair pad to protect the carpeting.

         17.  Solicitation;  Food and Beverages.  Landlord reserves the right to
restrict,  control or prohibit  canvassing,  soliciting and peddling  within the
Building. Tenant shall not grant any concessions, licenses or permission for the
sale or taking of orders for food or services or  merchandise  in the  Premises,
install or permit  the  installation  or use of any  machine  or  equipment  for
dispensing  food or  beverage  in the  Building,  nor  permit  the  preparation,
serving,  distribution or delivery of food or beverages in the Premises, without
the prior written approval of Landlord and only in compliance with  arrangements
prescribed by Landlord.  Only persons approved by Landlord shall be permitted to


                                      -29-
<PAGE>

serve, distribute or deliver food and beverage within the Building or to use the
public  areas of the  Building  for that  purpose.  No cooking  shall be done or
permitted by Tenant on the  Premises.(34)  Tenant  may use a microwave  oven and
coffee pot in connection with its use of the Premises.(35)

         18.  Directory.  Any bulletin  board,  directory  or monument  sign for
Building  tenants shall be provided  exclusively for the display of the name and
location of Building tenants only and Landlord reserves the right to exclude any
other names.  Landlord  reserves the right to review and approve all signage and
directory listings.  Tenant shall pay Landlord's reasonable charges for changing
any directory listing at Tenant's request.

         19. Building Name. Landlord may, without notice or liability to Tenant,
name the  Building  and  change  the name,  number or  designation  by which the
Building is commonly  known.  Tenant  shall not use the name of the Building for
any purpose other than the address of the Building.

         20. Expulsion. Landlord reserves the right to exclude or expel from the
Building any person who, in the judgment of Landlord,  is  intoxicated  or under
the  influence  of  liquor or  drugs,  or who shall in any  manner do any act in
violation of any of the rules and regulations of the Building.

         21. Public Areas.  Landlord may control and operate the public portions
of the Building, and the public facilities, and heating and air-conditioning, as
well as facilities  furnished for the common use of the tenants,  in such manner
as Landlord deems best for the benefit of the tenants generally.

--------------------------
(34) Notwithstanding the foregoing to the contrary,

(35)  Nothing in this  Paragraph  17 shall limit  Tenant or its  employees  from
ordering  and  consuming  typical  and  customary  take-out  food such as pizza,
Chinese, etc., with beverages.

                                      -30-
<PAGE>



                                    EXHIBIT B

                                       to

                                  OFFICE LEASE


                             DESCRIPTION OF PREMISES

         The Premises  referred to in the foregoing  instrument are shown on the
attached diagram(s).


                                      -31-
<PAGE>



                                    EXHIBIT C

                                       to

                                  OFFICE LEASE


                      PREPARATION OF PREMISES FOR OCCUPANCY

         Landlord  shall  improve  the  Premises  in  accordance  the  following
attachments:

         1.       Tenant Floorplan

2.       Description of Tenant Improvements

3.       Building Standards and Specifications

         Any additional improvements shall be at Tenant's sole cost and expense.


                                      -32-
<PAGE>


                                    EXHIBIT D

                                       to

                                  OFFICE LEASE


                          COMMENCEMENT DATE CERTIFICATE

         THE UNDERSIGNED,  Landlord and Tenant, respectively, under that certain
Office Lease (the "Lease"),  dated , 20 , agree that the "Commencement Date," as
defined in Paragraph 1.3 of the Lease, is , 20 , and that the "Expiration Date,"
as defined in  Paragraph  1.5 of the  Lease,  is . As used in the Lease,  "Basic
Monthly Rent" means the following amount(s) per calendar month for the period(s)
indicated:

                                                            Annual Cost Per
         Period(s)                 Basic Monthly Rent       Rentable Square Foot
         ---------                 ------------------       --------------------

                   through         $         per month       $
--------------------------         -------------------       --------
                  , inclusive
-----------------------------

                   through         $         per month       $
--------------------------         -------------------       --------
                  , inclusive
-----------------------------

                   through         $         per month       $
--------------------------         -------------------       --------
                  , inclusive
-----------------------------

                   through         $         per month       $
--------------------------         -------------------       --------
                  , inclusive
-----------------------------

                   through         $         per month       $
--------------------------         -------------------       --------
                  , inclusive
-----------------------------


                                      -33-
<PAGE>


         LANDLORD AND TENANT have executed this Commencement Date Certificate on
the respective dates set forth below.


                                    LANDLORD:

                                    RIVERPARK  THREE,  LLC,  by
                                    its Manager:

                                    RIVERPARK HOLDINGS,
                                    a Utah limited liability company



                                    By
                                      ------------------------------------------
                                             David S. Layton
                                             Manager

                                    Date
                                        ----------------------------------------


                                    TENANT:

                                    ARKONA, INC.



                                    By
                                      ------------------------------------------

                                    Print or Type Name of Signatory:



                                    Its
                                       -----------------------------------------

                                    Date
                                        ----------------------------------------



                                      -34-