LEASE BETWEEN

                       WordCruncher Internet Technologies

                                       AND

                 SLT III, LLC, a Utah Limited Liability Company,
                        at 405 East 12450 South Suite H,
                                Draper, Ut. 84020


                                  FOR SPACE AT

                                   TOWN SQUARE
                          PROFESSIONAL PLAZA, BLDG. II
                          405 East 12450 South Suite L
                                DRAPER, UT 84020

                                  April 1, 2000
                                  -------------
                                      DATE


<PAGE>
                                TABLE OF CONTENTS

ARTICLE                                                                     PAGE

 1     DEFINITIONS AND ENUMERATION OF EXHIBITS.............................. 1
 2     CONSTRUCTION AND ACCEPTANCE OF LEASED PREMISES....................... 2
 3     RENT................................................................. 3
 5     COMMON AREAS......................................................... 4
 6     SECURITY DEPOSIT..................................................... 5
 7     USE AND CARE OF LEASED PREMISES...................................... 6
 8     TENANT'S COVENANT.................................................... 6
 9     MAINTENANCE AND REPAIR OF LEASED PREMISES, ALTERATIONS
       AND LANDLORDS RIGHT OF ACCESS........................................ 6
10     SIGNS, STORE FRONTS AND ROOF......................................... 8

11     UTILITIES............................................................ 8
12     INDEMNITY AND NON-LIABILITY.......................................... 8
13     INSURANCE............................................................ 9
14     DAMAGE BY CASUALTY................................................... 10
15     EMINENT DOMAIN....................................................... 10
16     ASSIGNMENT AND SUBLETTING............................................ 11
17     TAXES................................................................ 12
18     DEFAULTS AND REMEDIES................................................ 12
19     HOLDING OVER EXPIRATION OR TERMINATION............................... 15
20     SUBORDINATION........................................................ 15
21     MISCELLANEOUS........................................................ 16


                                LIST OF SCHEDULES

 1     EXHIBIT "A"         SITE PLAN
 2     EXHIBIT "B"         DESCRIPTION OF LANDLORDS WORK
 3     EXHIBIT "C"         TENANT'S WORK
 4     EXHIBIT "D"         SIGN CRITERIA
 5     EXHIBIT "E"         Deleted
 6     EXHIBIT "F"         Deleted
 7     EXHIBIT "G"         COMMENCEMENT DATE CERTIFICATE (Sign at Occupancy)



<PAGE>

                                      LEASE

This lease made, April 1, 2000, between

         SLT,  III, a Utah Limited  Liability  Company,  at 405 East 12450 South
         Suite H, Draper, Utah, 84020, referred to as ("Landlord"),

                                       and

         WordCruncher Internet  Technologies,  405 E. 12450 So., Ste. L, Draper,
         Ut.   84020,   referred   to   as ("Tenant")

                                    RECITALS

In  consideration of the obligation of Tenant to pay rent as herein provided and
in consideration of the other terms, covenants,  and conditions hereof, Landlord
hereby  leases to Tenant,  and Tenant  hereby  takes from  Landlord,  the Leased
Premises,  as defined in Section 1.1(b), for the term at the rental, and subject
to and upon all of the terms and conditions set forth below:

                                   ARTICLE ONE

                     Definitions and Enumeration of Exhibits

1.1 In addition to other terms which are  elsewhere  defined in this Lease,  the
following terms when used in the Lease shall have the meanings set forth in this
Section,  and only such meanings,  unless such meanings are expressly limited or
expanded elsewhere herein.

(a) Office  building  Town Square  Professional  Plaza  Phase II,  ("Building"),
situated in Draper  City,  County of Salt Lake,  State of Utah,  which as of the
date hereof is as shown on Exhibit "A".

(b) The  Leased  Premises:  That  portion  of  Building  which  is  shown as the
crosshatched  area on Exhibit  "A".  The Leased  Premises  are deemed to contain
1,997  square  feet of Gross  Rentable  Area  ("Tenants  Square  Footage"),  but
reserving and  excepting to Landlord the use of the roof and exterior  walls and
beneath the floor of the Leased Premises and the right to install, maintain, use
repair, and replace pipes,  ducts,  conduits,  wires, and appurtenant  fixtures,
leading  through the Leased  Premises  in  locations  which will not  materially
interfere  with the Tenants used thereof.  Total Square  Footage of the Building
shall mean 24,960 square feet of Gross Rentable Area.  Space  Designated Ste. L,
shall have useable  square  footage of 1,800 square feet which shall  consist of
the net square feet from the outside of the exterior walls within the designated
leased premises exclusive of any common areas in the Building.

(c) Ready For Occupancy: When Landlords Work on the Leased Premises as described
in Exhibit "B", hereto attached,  as been  substantially  completed  (except for
minor finishing operations or items necessarily awaiting performances of Tenants
Work).

(d)  Rental  Commencement  Date:  Either (i) April 3, 2000  provided  the Leased
Premises  are ready for  occupancy,  or the  earlier  of (ii)  thirty  (30) days
following the date on which the Leased Premises are Ready for Occupancy or (iii)
the date upon which Tenant opens the Leased Premises to the public.

(e) Lease Term or Term:  24 months as  hereinafter  defined.  This  Lease  shall
terminate  on the last day of the  calendar  month in  which  such  date  falls.
Landlord and Tenant agree that upon the demand of the other they shall execute a
document  establishing the date on which the Term commenced as soon as such date
has  been  established  in  Exhibit  "G".  Termination  Date:  March  31,  2002.
                                                               -----------------

(f)      Scheduled Completion Date:  April 3, 2000.
                                     --------------

(g) Base  Rent:  1st year - $11.48  p.u.s.f.  per  year,  $1,910.46  per  month,
$22,925.56 per year - Base Rent: 2nd year - $11.71 p.u.s.f.  per year, $1,948.74
per month, $23,384.87 per year - Base Rent: 3rd year - $11.94 p.u.s.f. per year,
$1,987.02 per month, $23,844.18 per year.

Adjustment Date shall mean the first day of April in each year of the Lease Term
commencing 2001.

(h) DELETED

(i) Advance Deposit: $2,576.13 applied as first month's rent and CAM fee (Due at
occupancy).          --------

(j)  Security  Deposit:  N/A equal to (1) months base rental  amount and CAM fee
(Due at lease signing).  ---

(k) Tenant's Trade Name: WordCruncher Internet Technologies

(l)  Tenant's  Work:  Those  items set forth in Exhibit "C" to be  performed  by
Tenant.

(m) Landlord's Work: Those items set forth in Exhibit "B".

(n) Landlord's Mailing Address:  SLT, III, a Utah Limited Liability Company, 405
East 12450 South Suite H, Draper, Utah, 84020, or such other address as may from
time to time be designated by Landlord in a written notice to Tenant.

(o) Tenant's Mailing  Address:  (street) 405 E. 12450 So. Ste. L, (city) Draper,
(state) Utah, (zip code) 84020, (county) Salt Lake.

(p) Use of Leased  Premises:  The Leased  Premises  may be used only for general
business office (provided that Landlord make no  representation or warranty that
such use is permitted under applicable law), and for no other purpose.

(q) Common Areas:  Those areas of the Building  which are from time to time open
for joint use by tenants of the  Building  or by the public  including,  without
limiting the generality of the foregoing,  parking  areas,  driveways,  security
areas,  truckways,  delivery  passages,  walkways,  concourses,  planted  areas,
landscaped  areas, and public  restrooms,  break rooms,  mechanical room, common
truck  loading  and  receiving  areas  which are not leased to or  reserved  for
individual tenants based upon a (%) percentage of Tenant's gross square footage.
Common Area Maintenance Fee ("CAM");  $665.67. An estimated monthly amount based
on $4.00 per square foot of gross rentable area.

(r) Gross Rentable Area: In consideration of the Base Rent and the provisions of
this Lease,  Landlord  leases to Tenant and Tenant  accepts  from  Landlord  the
Leased  Premises.  Tenant's  Square  Footage  is a  stipulated  amount  based on
Landlord's  method of determining Total Gross Square Footage for rental purposes
and may not  reflect the actual  amount of useable  floor  space  available  for
Tenant's use.

(s) Liability  Insurance Limits:  Tenant shall, at its own expense,  procure and
maintain during the Lease Term  comprehensive  general liability  insurance with
respect to the Leased Premises and Tenant's  activities in the Leased  Premises,
providing  bodily  injury,  broad form  property  damage  with a maximum  $1,000
deductible, as follows:

(1)......$1,000,000 with respect to bodily injury or death to any one person.

(2)......$2,000,000 with respect to bodily injury or death arising out of any
         one occurrence.

(3)......$1,000,000 with respect to property damage or other loss arising out of
         any one occurrence.

(4)......fire and extended casualty  insurance covering Tenant's trade fixtures,
         merchandise  and other  personal  property in an amount not less than
         100% of their actual replacement cost, and

(5)......worker's compensation insurance in at least the statutory amounts.

(t) Occupancy  Date: In the event that the Occupancy Date of this Lease precedes
the Rental  Commencement  Date,  the parties hereto agree to be bound by all the
terms and provisions  hereof,  with the exception of Tenant's  obligation to pay
rent,  as of the  Occupancy  Date.  The  foregoing  shall in no way  affect  the
obligations of the parties under all terms and conditions of the Lease as of the
Rental Commencement Date.

(u) 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.

(v) Tenant's Percentage of Operating Expenses means 13.86% percent, which is the
result  obtained  by  dividing  the gross  rentable  square  feet of the  Leased
Premises by the gross rentable  square feet of all premises  within the Building
as  reasonably  determined  by Landlord.  Throughout  this  agreement,  the term
"Operating  Expenses" is used synonymously with "Common Area Maintenance Fees or
CAM".

(w)      Tenants Federal ID # 84-1370590.

1.2 The exhibits enumerated in this Section (if used) and attached to this Lease
are  incorporated  in this Lease by this reference and area to be construed as a
part of this Lease.

         (a)......Exhibit "A"       Site Plan

         (b)......Exhibit "B"       Landlord's Work

         (c)......Exhibit "C"       Tenant's Work

         (d)......Exhibit "D"       Sign Criteria

         (e)......Exhibit "E"       Deleted

         (f)......Exhibit "F"       Deleted

         (g)......Exhibit "G"       Commencement Date Certificate

                                   ARTICLE TWO

                 Construction and Acceptance of Leased Premises

2.1 Landlord's  Work.  Landlord agrees that it will complete  Landlord's Work as
defined  on  Exhibit  "B"  with  such  minor  variations  as  Landlord  may deem
advisable.  Tenant  shall have no right to enter or occupy  the Leased  Premises
until the Leased  Premises are Ready for  Occupancy.  If Landlord  shall for any
reason fail to complete  that part of  Landlord's  Work which is required in the
Leased Premises prior to the Scheduled  Completion  Date,  Landlord shall not be
deemed to be in default  hereunder or otherwise liable for damages to Tenant nor
shall the Term or any provision of the Lease be affected.  Should  Landlord fail
to complete  Landlord's  Work and deliver  possession of the Leased  Premises to
Tenant  within one month of the date  hereof,  either party may  terminate  this
Lease by written notice to the other party. In such event, Landlord shall return
Tenant's  Advance Deposit and Security  Deposit and this Lease shall be null and
void and the parties shall have no liability to each other.

2.2 Tenant's Work.  Tenant agrees to submit to Landlord  within thirty (30) days
after the date of the Lease, plans and specifications in such detail as Landlord
may reasonably request covering Tenant's Work (Tenant finish on leased premises)
as specified  in Exhibit "C", and any other work which Tenant  proposes to do in
the  Leased  Premises.  Such  plans and  specifications  shall  comply  with all
requirements set forth in Exhibit "B". Tenant shall not commence any work in the
Leased  Premises  until Landlord has approved such plans and  specifications  in
writing, which approval shall not be unreasonably withheld or delayed.

2.3 Occupancy.  When the Leased Premises are Ready for Occupancy,  Tenant agrees
to accept  possession  thereof  and to  proceed  with due  diligence  to perform
Tenant's Work as described in Tenants approved plans and specifications,  and to
install  its  fixtures,  furniture  and  equipment  in the Leased  Premises.  By
occupying the Leased Premises,  Tenant shall be deemed to have acknowledged that
the Landlord has complied with all of its covenants and obligations with respect
to the  construction  of the Leased  Premises except for latent defects of which
Tenant  advises  Landlord  within  one (1) year of the date of  delivery  of the
Leased Premises to Tenant. In the event of any dispute concerning work performed
or required to be  performed in the Leased  Premises by Landlord or Tenant,  the
matter in dispute shall be submitted to Landlord's  architect for  determination
and his  certificate  with  respect  thereto  shall be binding on  Landlord  and
Tenant.

2.4  Parking.  Landlord  may,  from time to time,  change,  alter and expand the
buildings, and/or the Common Areas then existing around the Buildings and/or the
Common Areas to be constructed, in the Building, provided that in no event shall
there be  provided  less than the  minimum  parking  facilities  as set forth in
Section 4.1 hereof, or required by the municipality regulations.

2.5 Notices. Any notice or other communication required or permitted to be given
under this Lease must be in writing and shall be effectively  given or delivered
if hand  delivered to the addresses for Landlord and Tenant stated below,  or if
sent  by  certified  United  States  Mail,  return  receipt  requested,  to said
addresses.  Notice  effected  by hand  delivery  shall be  deemed  to have  been
received at the time of actual  delivery.  Any notice  mailed shall be deemed to
have been received upon the earlier of (a) actual receipt,  (b) refusal thereof,
or (c) three (3) days after  mailing of same.  Either party shall have the right
to change its address to which notices shall thereafter be sent and the party to
whose  attention such notice shall be delivered by giving the other party notice
thereof in accordance  with the  provisions of this Paragraph  20.1.  Until such
time as either  party shall  change its address for  notices,  notices  shall be
forwarded as follows:

         To Landlord:      SLT III, LLC
         .........         405 East 12450 South Suite H
         .........         Draper, UT  84020
         .........                  ATTN:  Stephen L. Tripp

         To Tenant:        WordCruncher Internet Technologies
         .........         405 E. 12450 So., Ste. L
         .........         Draper, Utah  84020
         .........                  ATTN:  Ken Bell

                                  ARTICLE THREE

                                      Rent

3.1 Place of Payment.  Rental and other charges due and payable  hereunder shall
accrue hereunder from the Rental  Commencement Date until the termination of the
Lease and shall be payable in advance,  without demand,  deduction or set-off at
Landlord's mailing address or at such place as Landlord may designate.

3.2 Date of Payment.  Tenant  covenants  and agrees to pay to Landlord  the Base
Rent  in  twelve  (12)  equal  monthly  installments.  The  first  such  monthly
installment  shall be due and payable on or before the Rental  Commencement Date
(except that if the Rental Commencement Date falls on a day other than the first
day of a calendar  month,  the first  payment  shall be an amount  equal to that
percentage  of a monthly  installment  which the  number of days from the Rental
Commencement Date to the end of such calendar month bears to the total number of
days in such month).

3.3 Annual Increase.  On the annual  anniversary  date of the lease period,  the
landlord  shall be  entitled  to  increase  the base rent (2%) of the prior (12)
month  period lease  payment,  which shall be added to the monthly base rent and
paid on a monthly basis at the same time as is required for the base rent.

                                  ARTICLE FOUR

                                  Common Areas

4.1 Parking.  Landlord agrees that it will maintain parking facilities  adjacent
to the Building or in reasonable  proximity thereto,  which shall contain at all
times after Tenant has opened the  Premises to the public for business  adequate
parking spaces, provided,  however, that if a portion or portions of the parking
area shall be taken for any public or  quasi-public  use under any  governmental
law,  ordinance  or  regulation  or by right of  eminent  domain  or by  private
purchase under threat thereof,  Landlord shall be relieved of its obligations to
provide  parking  facilities in accordance  with this Section to the extent that
such parking facilities cannot be provided without unreasonable  expenses, or in
reasonable proximity to the Building.

4.2 Use.  Tenant,  and its licensees,  concessionaires,  employees and customers
shall have the  non-exclusive  right to use the Common Areas as constituted from
time to time,  such use to be in common  with  Landlord,  other  tenants  of the
Building and other  persons  entitled to use the Common  Areas,  subject to such
reasonable  rules and  regulations as Landlord may from time to time  prescribe.
Tenant shall not  interfere  with the rights of other  persons to use the Common
Areas.  Landlord may  temporarily  close any part of the parking  facilities  or
other  portions of the Common  Areas for such period of time as may be necessary
for (i) temporary use as a work  property,  (ii) repairs or alterations in or to
the Common Areas or to any sewers,  utility  facilities  or  distribution  lines
located  with the Common  Areas,  (iii)  preventing  the public  from  obtaining
prescriptive  rights in or to the Common  Areas,  (iv)  security  reasons or (v)
doing and  performing  such other acts  (whether  similar or  dissimilar  to the
foregoing)  in, to and with  respect to, the Common  Areas as in the use of good
business  judgment  the  Landlord  shall  determine  to be  appropriate  for the
Building,  provided however,  that Landlord shall use reasonable  efforts not to
unduly interfere with or disrupt Tenant's business.

4.3 Common Area Maintenance  Costs.  Tenant agrees to pay as additional rent, as
hereinafter provided, its proportionate share of expense incurred by Landlord at
its  discretion for the operation and  maintenance of the Building,  ("Operating
Expenses"),  including without limiting the generality of the foregoing,  costs,
if any, incurred for lighting,  painting,  cleaning, Quarterly HVAC maintenance,
central  trash  disposal,   traffic  control,   policing,   licenses,   permits,
inspecting,  removal  of  snow  and  ice,  landscaping,  activities,  management
services,  administrative  services,  including,  without limitation,  labor and
personnel, and in general, all costs of labor, materials supplies, equipment and
tools required for maintaining,  repairing and replacing the Common Areas, costs
expended by the Landlord to place and keep the Landlord's property in compliance
with all future  governmental  regulations,  or any part thereof together with a
reasonable allowance for Landlord's direct overhead,  deprecation of maintenance
equipment,  hazard and public liability insurance and property damage insurance,
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,  or
other  person  under  a  common  maintenance  regime  (janitorial),  all  water,
electricity,  natural  gas,  sewer use  consumed  in the  Building  which is not
separately metered to tenants (single or multiple) but excluding depreciation of
Landlord's  original  investment in the Building,  legal  services,  real estate
brokerage and lease commissions, Landlord's income taxes, income tax accounting,
interest,  general  corporate  overhead or capital  improvements to the Building
except  for  capital  improvements  installed  for the  purpose of  reducing  or
controlling expenses.  If any expense,  though paid in one year, relates to more
than  one  calendar   year,   at  option  of  Landlord,   such  expense  may  be
proportionately  allocated among such related calendar years.  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 Leased Premises or any leasehold  improvements,  personal property or
fixtures kept or installed in the Leased Premises by Tenant.  If any of Tenant's
leasehold  improvements,  personal  property or fixtures  are assessed and taxed
with the Building, Tenant shall within ten (10) days after delivery to Tenant of
a written  statement  setting  forth the amount of taxes  applicable to Tenant's
leasehold  improvements,  personal  property  or  fixtures,  pay such  amount to
Landlord,  pertaining to the percentage of the premises  occupied by the tenant.
In addition to the  excluded  Common Area  Maintenance  Costs cited  above,  the
following expense items are also excluded:  mortgage payments; expenses incurred
to the sole benefit of (or arising from) other tenants in the complex, including
but not  limited to: a) the leasing of other  portions of the  complex;  b) rent
collection from other tenants of the complex;  c) litigation,  property  damage,
building  additions  and/or  modifications to the sole benefit (or arising from)
other  tenants of the complex.  Landlord  agrees to use best efforts to minimize
the  Common   Area   Maintenance   costs   while   complying   with   Landlord's
responsibilities in a competent and professional manner. Upon written request by
Tenant,  Landlord  agrees  to  furnish  reasonable   documentation  of  CAM  fee
calculations.

Each of the following words and phrases shall have the meaning set forth:

(a)  "Operating  Year" means each  calendar  year ending during the Term and the
calendar year ending on or immediately following the last day of the Term.

(b) "Operating Expenses" means collectively,  all reasonable costs, expenses and
fees  incurred  or  payable by  Landlord  in  connection  with the Lease and the
ownership,  operation,  management,  maintenance  and  repair  of the  Building,
determined in accordance with the reasonable  accounting procedures and business
practices customarily employed by Landlord, including, without limitation, those
costs listed above in this Paragraph 4.3.

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

(d) "Tenant's  Estimated Share of Operating  Expenses" means the result obtained
by  multiplying  Tenant's  Percentage  of  Operating  Expenses by the  Estimated
Operating  Expenses.  Tenant's  Estimated  Share of  Operating  Expenses for any
fractional  Operating Year shall be calculated by determining Tenant's Estimated
Share of Operating Expenses to the such fractional Operating Year.

(e)  "Tenant's  Share of  Operating  Expenses"  means  the  result  obtained  by
multiplying  Tenant's  Percentage  of  Operating  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.

Tenant's  proportionate  share  of  Operating  Expenses  shall  be  computed  by
multiplying  Operating  Expenses by a fraction,  the numerator of which shall be
the  number of square  feet of Gross  Rentable  Area  within  the  building.  In
additional  to the  Base  Rent,  Tenant  covenants  to pay to  Landlord  without
abatement, deduction, offset, prior notice (except as provided in this Paragraph
4.3) or demand  Tenant's  Share of  Operating  Expenses  in lawful  money of the
United  States at such place as Landlord may  designate in  accordance  with the
provisions of this  Paragraph 4.3, in advance on or before the first day of each
calendar month during the Term, commencing on 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 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  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 statement.  Within
a reasonable  time after the  expiration of any Operating  Year,  and subsequent
payments by Tenant for such 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 such amount 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 or  within  three  (3)  months of
terminating 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 to such Operating  Year, such excess shall
be applied  against any amount then payable or to become payable by Tenant under
this Lease.  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  such amount for such period or for any  subsequent  period.  Nothing
contained in this paragraph shall be constructed so as to reduce the Base Rent.

Every statement given to Tenant by Landlord under this Lease, including, without
limitation,  any statement  given to Tenant  pursuant to Paragraph 4.3, shall be
conclusive  and binding on Tenant unless within  forty-five  (45) days after the
receipt of such  statement,  Tenant  notified  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  option,  shall either apply such excess to an
amount to become  payable  under  this  Lease or return  such  excess to Tenant.
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 expense.

                                  ARTICLE FIVE

                                Security Deposit

5.1 Payment and Refund. On the date of Signing 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  earlier
termination  of this Lease and delivery of possession of the Leased  Premises to
Landlord in accordance  with Paragraph  18.2 if, at such time,  Tenant is not in
default  under the  Lease.  If  Landlord's  interest  in the 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 timely pay or perform any
obligation  under this  Lease,  Landlord  may,  prior to,  concurrently  with or
subsequent to, exercising any other right or remedy, use, apply or retain all or
any party of the Security Deposit for the payment of any monetary obligation due
under this Lease,  or to  compensate  Landlord for any other  expenses,  loss or
damage which  Landlord may incur by reason of Tenant's  failure,  including  any
damage or  deficiency  in the  reletting of the Leased  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 earlier  termination  of the Lease
until  Tenant has paid in full  Tenant's  Share of  Operating  Expenses  for the
Operating  Year in which such  expiration  or earlier  termination  occurs.  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 and shall be in  addition to any other  damages to which  Landlord is
otherwise entitled.

                                   ARTICLE SIX

                         Use and Care of Leased Premises

6.1 Use.  Tenant shall in good faith  continuously  throughout  the Term of this
Lease  conduct and carry on in the entire  Leased  Premises the type of business
described in Section  1.1(p) and the Leased  Premises  shall not be used for any
other  purpose.  Tenant  shall use  Tenant's  Trade Name in the  transaction  of
business in the Leased Premises. Tenant shall not sell, display or solicit sales
in the  Common  Areas.  Tenant  shall not use or permit  the use of any  vending
machines or public  telephones on, at, or about the Leased  Premises  except any
located in non-public areas for the benefit of Tenant's  employees,  without the
prior written  consent of Landlord.  Tenant shall not commit waste,  perform any
acts or carry on any practices which may injure the Building or be a nuisance or
menace to other tenants in the Building.

6.2 Compliance With Law. In the use and occupancy of the Leased Premises, Tenant
shall comply with all laws and ordinances and all valid rules and regulations of
the United States;  all governmental  units or agencies having  jurisdiction and
any other  applicable  government or agency thereof and all  requirements of any
public or private agency having authority over insurance rates.

6.3  Temperature.  Tenant  shall at all  times  keep the  Leased  Premises  at a
temperature sufficiently high to prevent freezing of water pipes and fixtures.

6.4 Hazardous Materials.  Tenant agrees that Tenant, its agents and contractors,
licensees,  or invitees shall not handle, use, manufacture,  store or dispose of
any  flammables,   explosives,   radioactive  materials,   hazardous  wastes  or
materials,  toxic wastes or materials,  or other similar  substances,  petroleum
products or derivatives (collectively "Hazardous Materials") on, under, or about
the Leased Premises, without Landlord's prior written consent (which consent may
be given or withheld in Landlord's  sole  discretion),  provided that Tenant may
handle,  store,  use or dispose  of  products  containing  small  quantities  of
Hazardous  Materials,  which products are of a type customarily found in offices
and households (such as aerosol cans containing insecticides,  toner for copies,
paints, paint remover, and the like), provided further that Tenant shall handle,
store,  use and  dispose of any such  Hazardous  Materials  in a safe and lawful
manner and shall not allow such Hazardous  Materials to  contaminate  the Leased
Premises or the environment.

6.5 Hold Harmless.  Without limiting the above, Tenant shall reimburse,  defend,
indemnify  and hold  Landlord  harmless  from and  against  any and all  claims,
losses, liabilities,  damages, costs and expenses, including without limitation,
loss of rental income,  loss due to business  interruption,  and attorneys' fees
and costs,  arising out of or in any way  connected  with the use,  manufacture,
storage, or disposal of Hazardous Materials by Tenant, its agents or contractors
on, under or about the Leased Premises,  including without  limitation the costs
of any required or necessary  investigation,  repair,  cleanup or detoxification
and the  preparation  of any  closure  or other  required  plans  in  connection
herewith,   whether  voluntary  or  compelled  by  governmental  authority.  The
indemnity  obligations of Tenant under this clause shall survive any termination
of the Lease.

6.6 Third Parties.  Notwithstanding  anything set forth in this Lease,  Tenant's
obligation under Paragraph 6.5 shall apply only to Hazardous  Materials  brought
on the Leased  Premises by Tenant or the agents or contractors  during the Lease
Term and during any other  periods of time during  which  Tenant is in actual or
constructive  possession of the Leased  Premises.  Tenant shall take  reasonable
precautions to prevent the  contamination  of the Leased Premises with Hazardous
Materials by third parties.

                                  ARTICLE SEVEN

                                Tenant's Covenant

7.1 Conduct of  Business.  Tenant shall use space as stated in  accordance  with
Section 1.1(p).

7.2 Nuisance.  (i) will keep all mechanical apparatus free of vibration or noise
which may be transmitted  beyond the confines of the Leased Premises;  (ii) will
not cause or permit  odors to emanate from the Leased  Premises;  (iii) will not
load or unload or permit the loading or  unloading of  merchandise,  supplies or
other property  except within the area designated by Landlord from time to time;
and (iv) will not permit  the  parking or  standing  outside of such  designated
area, of trucks, trailers or other vehicles or equipment engaged in such loading
or unloading;  (v) Tenant has the right to ship small to medium freight from the
Leased Premises via overnight carriers.

7.3 Cleanliness. Tenant (i) will keep the inside and outside of all glass in the
doors and windows of the Leased Premises;  (ii) will replace promptly at its own
expense  with glass of like kind and  quality any plate or window  glass;  (iii)
will replace  doors or door  hardware of the Leased  Premises  which may for any
reason become  cracked or broken;  (iv) will  maintain the Leased  Premises in a
clean, orderly and sanitary conditions and free of insects, rodents, vermin, and
other pests; (v) will not permit undue accumulation of garbage,  trash,  rubbish
or other  refuse in the Leased  Premises;  (vi) will keep such  refuse in proper
containers  inside the Leased  Premises until such time as same is called for to
be  removed,  and (vii) will  cause  diffusers  and grease  traps (if any) to be
cleaned not less frequently than monthly and fire extinguisher to be checked not
less frequently than annually.

                                  ARTICLE EIGHT

                   Maintenance and Repair of Leased Premises,
                   Alterations and Landlord's Right of Access

8.1(a) Landlord's  Responsibility.  Landlord shall keep the foundation, the roof
and the exterior walls of the Leased  Premises  (except plate glass doors,  door
closures,  door  frames,  store  fronts,  windows and window  frames  located in
exterior  building  walls) in good  repair,  except that  Landlord  shall not be
required to make any  repairs  occasioned  by the act or neglect of Tenant,  its
permitted assignees,  sublessees,  servants,  agents,  employees,  licensees, or
concessionaires   or   the   servants,   agents,   employees,    licensees,   or
concessionaires  of Tenant's  permitted  assignees or  sublessees  or any damage
caused by or as a result of Tenant's occupancy of Leased Premises, or any damage
caused  by  break-in,  burglary,  or  other  similar  acts  in or to the  Leased
Premises.  In the event that the Leased Premises shall become in need of repairs
required  to be made by Landlord  hereunder,  Tenant  shall give prompt  written
notice thereof to Landlord, and Landlord shall not be responsible in any way for
failure to make any such  repairs  until a  reasonable  time shall have  elapsed
after the giving of such written notice.

         (b)      Landlord's  Responsibility  (covered  under  "CAM").  Landlord
shall at its sole  cost and  expense  and  discretion  of the CAM fee,  keep the
Leased Premises in a safe, sightly, and serviceable condition,  and hereof, make
all needed  maintenance,  repairs,  and replacements for the proper operation of
Tenant's business within the leased premises, including, but not limited to, all
maintenance,  repairs, and replacements to (i) the heating, ventilating, and air
conditioning  system serving the Leased  Premises;  (ii) all plumbing and sewage
facilities within the Leased Premises,  including free flow up to the connection
to the main sewer line; (iv) all electrical  systems serving the Leased Premises
(whether or not located within the Leased  Premises);  (v) all sprinkler systems
serving the Leased  Premises;  (vi) all repairs,  replacements,  or  alterations
required  by  any  governmental  authority  (including,  but  not  limited  to),
alterations  as  shall be  required  for  compliance  with  the  Americans  with
Disabilities  Act of  1990,  as now or  hereafter  amended,  and the  rules  and
regulations from time to time promulgated thereunder.

8.2 Tenant Responsibility. Tenant shall, at its sole costs and expense, keep the
Leased Premises in a safe, sightly,  and serviceable  condition hereof, make all
needed  maintenance,  repairs,  and  replacements  for the proper  operation  of
Tenant's business within the Leased Premises, including, but not limited to, all
maintenance,  repairs,  and  replacements  to (i) all trade fixtures  within the
Leased Premises;  (ii) all interior walls,  floors,  and ceilings;  (iii) any of
Tenant's  Work;  (iv) all necessary  repairs and  replacement  of Tenant's trade
fixtures required for the proper conduct and operation of Tenant's business.

8.3 Tenant  Alterations  and  Repairs.  Tenant  shall not make any  alterations,
additions or replacements  to the Leased  Premises,  or any repairs  required of
Landlord under Paragraph 8.1 of this Lease, without the prior written consent of
Landlord,  except for Tenant's Work and the installation of unattached  moveable
fixtures which may be installed without drilling, cutting, or otherwise defacing
the Leased Premises. All alterations,  additions and improvements made in and to
the Leased Premises and all floor covering that is cemented or adhesively  fixed
to the floor and all fixtures (other than trade fixtures) which are installed in
the Leased Premises shall remain in and be surrendered  with the Leased Premises
and  shall  become  the  property  of  Landlord  at the  expiration  or  earlier
termination of this Lease. So long as Tenant is not in default hereunder, Tenant
shall have the right to remove  its trade  fixtures  from the  Leased  Premises,
provided that Tenant shall repair and restore any damage to the Leased Premises,
caused or occasioned by such removal.

8.4  Approval  of  Work.  All  Tenant's  work  and  all  repairs,   alterations,
additionals and improvements  done by Tenant within the Leased Premises shall be
performed in a good and workmanlike  manner, in compliance with all governmental
requirements,  and at such  times and in such  manner as will cause a minimum of
interference  with other  construction  in progress and with the  transaction of
other tenants in the Building.  Whenever Tenant proposes to do any  construction
work within the Leased  Premises,  Tenant shall first furnish to Landlord  plans
and specifications  covering such work in such detail as Landlord may reasonably
request.  Such plans and  specifications  shall comply with such requirements as
Landlord may from time to time prescribe to construction within the Building and
shall  be  in  compliance  with  all  applicable  laws  and   governmental   and
quasi-governmental  rules and regulations,  including  without  limitation,  the
Americans  with  Disabilities  Act of 1990, as now or hereafter  amended.  In no
event  shall any  construction  work be  commenced  within the  Leased  Premises
without Landlord's written approval of such plans and specifications. Landlord's
approval shall be conclusively  deemed given unless Landlord objects or comments
within thirty (30) days following  tender of said plans and  specifications.  At
least thirty (30) days prior to the  commencement  of any approved  construction
work, Tenant agrees to deliver or cause to be delivered to Landlord, policies or
certificates  of insurance in companies  licensed to do business in the state in
which the Building is located, and in a form satisfactory to Landlord, providing
public  liability  insurance  coverage of not less than $2,000,000  single limit
coverage,  said policy or policies naming Tenant,  its general  contractor,  all
subcontractors,  Landlord and its employees as insured  parties and covering any
and all liability  arising out of or in any manner connected with the work to be
performed on the Leased Premises by Tenant and additionally Tenant shall deliver
a policy or certificate of insurance evidencing worker's compensation  coverage.
All such  certificates and policies shall provide that Landlord shall be given a
minimum of thirty (30) days written  notice by any  insurance  company  prior to
cancellation, termination or change of any coverage.

8.5  Inspection.  Landlord shall have the right,  but not the duty, to enter the
Leased Premises at any time for the purpose of inspecting the same, or of making
repairs to the Leased Premises, or of making repairs,  alterations, or additions
to  adjacent  property,  or  of  showing  the  Leased  Premises  to  lenders  or
prospective  lenders or to  prospective  purchaser  or  tenants  with (24) hours
notice, except in the case of emergency.  Landlord may place "For Rent" signs on
the windows of the Leased  Premises  ninety (90) days prior to the expiration of
the Lease.

8.6  Liens.  Tenant  shall not suffer or permit  any  materialmen's,  mechanics'
artisans'  or other  liens to be filed or  placed or exist  against  the land or
building or which the Leased  Premises are a part,  or Tenant's  interest in the
Leased Premises by reason of work,  services or materials supplied or claimed to
have been supplied to Tenant or anyone  holding the Leased  Premises or any part
thereof through or under the Tenant,  and nothing  contained in this Lease shall
be deemed or  construed  in any way as  constituting  the  consent or request of
Landlord,  expressed or implied,  to any contractor,  subcontractor,  laborer or
materialmen  to the  performance of any labor or the furnishing of any materials
for any improvements,  alterations or repairs of the Leased Premises or any part
thereof,  nor as giving Tenant any right,  power or authority to contract for or
permit the rendering of any services of the  furnishing  of any  materials  that
would  give rise to the  filing of a  materialmen's,  mechanics'  or other  lien
against the Leased  Premises or the  Building.  If any such lien should,  at any
time,  be filed,  Tenant shall cause the same to be  discharged of record within
fifteen  (15) days  after the date of filing the same.  If Tenant  shall fail to
discharge such lien within such period,  then, in addition to any other right or
remedy of Landlord,  Landlord may, but shall not be obligated to,  discharge the
same either by paying the amount claimed to be due or by procuring the discharge
of such lien by a deposit  in court or by  posting a bond.  Any  amount  paid by
Landlord by any of the aforesaid purposes,  or for the satisfaction of any other
lien not  caused  by  Landlord,  and all  reasonable  expenses  of  Landlord  in
defending any such action or in procuring  the discharge of such lien,  shall be
deemed  additional  rent  hereunder and shall be repaid by Tenant to Landlord on
demand.

8.7  Tenant  Liability.   Landlord  shall  not  be  liable  to  Tenant  for  any
interruption  of Tenant's  business or  inconvenience  caused Tenant or Tenant's
permitted assignees,  sublessees,  customers,  invitees, employees, licensees or
concessionaires  in the Leased Premises on account of Landlord's  performance of
any repair,  maintenance or replacement in the Leased Premises or any other work
therein pursuant to Landlord's right or obligations under the Lease.

                                  ARTICLE NINE

                                      Signs

9.1 Modifications  Prohibited.  Tenant shall not (i) paint, decorate or make any
changes to the front of the Leased Premises, (ii) install any exterior lighting,
awning, or protrusions,  or any exterior signs, advertising matter,  decorations
or painting,  (iii)  install any drapes,  blinds,  shades or other  coverings on
exterior windows and doors,  (iv) affix any window or door lettering,  placards,
decorations,  or  advertising  media of any type  which can be  viewed  from the
exterior of the Leased Premises,  excepting only dignified displays of customary
type.  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 Building.  Tenant shall at all times keep all signs in good  condition,
in proper  operating  order and in  accordance  with all  applicable  government
regulations.  Landlord may, at Tenant's cost, and without notice or liability to
Tenant,  enter the Leased  Premises  and remove any item erected in violation of
this Paragraph 9.1.  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.  Use of roof of the Leased  Premises is reserved to  Landlord,  and
Landlord may install upon the roof  equipment,  signs,  antenna,  displays,  and
other  objects and may  construct  additional  space above the Leased  Premises,
provided any such use does not unreasonably interfere with Tenant's occupancy of
the Leased Premises.

If Landlord should undertake any remodeling or renovation of the Building, which
requires  modification  of Tenant's  signs,  then Tenant  shall,  if required by
Landlord,  conform to the standard  Sign  Criteria  used for such  remodeling or
renovation.

                                   ARTICLE TEN

                                    Utilities

10.1  Landlord  Provider.  Landlord  agrees to cause to be provided  such mains,
conduits and other facilities  necessary to supply  electricity,  water,  sewer,
telephone and gas (if available) to the Leased Premises,  in accordance with and
subject to any special provisions contained in Exhibit "B".

10.2 Tenant Responsibility.  Tenant shall promptly pay all charges for telephone
furnished to the Leased  Premises,  including any and all connection  fees, or a
portion thereof, attributable to Tenant's use of such services. Tenant shall for
all other utilities to the unit through the monthly CAM assessment.

10.3 Interruption. Landlord shall not be liable in the event of any interruption
in the supply of any  utilities.  Tenant  agrees  that it will not  install  any
equipment  which will exceed or overload the capacity of any utility  facilities
serving the Leased Premises and that if any equipment  installed by Tenant shall
require additional utility  facilities,  the same shall be installed at Tenant's
expense in accordance with plans and specifications to be approved in writing by
Landlord.

10.4     Deleted.

                                 ARTICLE ELEVEN

                           Indemnity and Non-Liability

11.1 Hold  Harmless.  Tenant does hereby  agree to indemnify  and hold  harmless
Landlord  from and against any and all  liability for any injury or the death of
any person or persons or any damage to  property  in any way  arising  out of or
connected with the condition, use or occupancy of the Leased Premises, or in any
way arising out of the activities of Tenant, its permitted assigns or sublessees
or of the respective agents, employees,  licensees,  concessionaires or invitees
of Tenant in the Leased Premises, Common Areas or other portions of the Building
and from all costs, expenses and liabilities, including but not limited to court
costs and  reasonable  attorney's  fees,  incurred  by  Landlord  in  connection
therewith, excepting however, liability caused by Landlord's gross negligence.

11.2  Non-Liability.  Tenant  covenants  and agrees that  Landlord  shall not be
liable to Tenant  for any  injury to or death of any  person or  persons  or for
damage to any property of Tenant, or any person claiming through Tenant, arising
out of any accident or occurrence in the Leased Premises or any other portion of
the Building,  including,  without  limiting the  generality  of the  foregoing,
injury,  death or damage caused by the Leased  Premises or other portions of the
Building  becoming  out of  repair or caused  by any  defect  in or  failure  of
equipment, pipes, or wiring, or caused by broken glass, or caused by the backing
up of drains,  or caused by gas,  water,  steam,  electricity,  or oil  leaking,
escaping or flowing  into the Leased  Premises,  or caused by fire or smoke,  or
caused by the acts of  omissions  of other  tenants of the  Building,  excepting
however, liability caused by Landlord's gross negligence.

11.3 Loss.  Landlord shall not be responsible or liable at any time for any loss
or  damage  to  Tenant's  merchandise,  equipment,  fixtures  or other  personal
property or to Tenant's business.

                                 ARTICLE TWELVE

                                    Insurance

12.1 Party.  As used in this Article,  the term "Insuring  party" shall mean the
party who has the obligation to obtain the insurance required  hereunder.  Where
the  insuring  party is  Tenant,  Tenant  shall  pay the cost of such  insurance
directly,  where the insuring party is Landlord,  such cost shall be included in
the Operating Expenses, unless otherwise provided herein.

12.2   (a)... Landlord  Responsibility.  Landlord, as insuring party, under this
Article,  shall  obtain  and keep in  force  during  the  Term of this  Lease an
insurance  policy or  policies  of  all-risk  fire,  extended  coverage,  theft,
vandalism,  malicious  mischief and other casualty,  covering loss or damages to
the  Building  and  the  Common  Areas,  as well  as all  improvements  thereto,
structural  improvements  to and  permanent  fixtures  in the  Leased  Premises,
including  the  heating,  air-conditioning  and  ventilation  system  originally
installed  in the Leased  Premises  ("HVAC")  to the  extent of at least  eighty
percent (80%) of their replacement  cost.  Landlord shall not be responsible for
insuring carpeting installed in the Leased Premises.

       (b).... Common  Areas.  Landlord,  as the  insuring  party  under this
Article,  shall also obtain and keep in force during the Term of this Lease such
other insurance in such amounts and with such policy provisions as if shall deem
necessary  or  appropriate,   including  without   limitation,   the  following:
Comprehensive  commercial general liability insurance pertaining to the Building
death and property damage arising or occurring  therein,  worker's  compensation
insurance  covering   Landlord's   personnel,   fidelity  bonds  for  Landlord's
personnel;  insurance against  liability for assault and batter,  defamation and
claims of false arrest; and plate glass insurance for glass exclusively securing
the Common Areas or not otherwise payable by particular tenants.

       (c).... Reimbursement.   Tenant  shall  reimburse   Landlord  for  any
increase in the cost of any of Landlord's  insurance  pertaining to the Building
if said  increase is caused by or results from  Tenant's use or occupancy of the
Leased Premises, the breach of this Lease by tenant, or the acts, omissions,  or
negligence  of  Tenant,  its  agents,  employees,   officers,   concessionaires,
licensees,   assignees,   subtenants,   customers,   invitees,   contractors  or
subcontractors.

12.3 Tenant's  Responsibility.  Tenant shall, at Tenant's sole cost and expense,
obtain  and  maintain  in force  during  the Term of this  Lease  the  following
insurance  coverage with respect to the insurable  losses  contemplated  by this
section,  insuring  Landlord,  Tenant and any lender of record  encumbering  the
Leased Premises.

         (a)......All   Risk.  Against  fire,   extended  coverage,   vandalism,
malicious  mischief perils,  and standard "all risk" protection with replacement
cost  endorsement  on  tenant's  personally  and trade  fixtures  in the  Leased
Premises  including  but  not  limited  to  carpeting,  furnishings,  equipment,
excluding  HVAC  equipment,   furniture,  inventory  ,  and  stock,  "all  risk"
protection  includes,  but is not limited to, sprinkler  leakage,  vandalism and
malicious mischief perils.

         (b)......Electrical.  Coverage  under this section shall also extend to
miscellaneous  electrical  apparatus  and all other  insurable  objects owned or
operated by Tenant or by others (other than Landlord) on behalf of Tenant in the
Leased Premises, or relating to or serving the Leased Premises.

         (c)......Liability. Against any liability arising out of the ownership,
use, occupancy,  operation,  or conduct of business from, or maintenance of, the
Premises  and all  areas  appurtenant  thereto;  such  insurance  shall be on an
occurrence  rather  than a  claims-made  basis  and  shall  be in the  form of a
combined  single limit  comprehensive  commercial  general  liability  insurance
policy in an amount as stated in Paragraph 1.1(s),  and to insure performance by
Tenant of the  indemnity  provisions  of the Lease,  and to contain a broad form
general  liability  endorsement,  it being further  understood  and agreed to by
Tenant that reasonable  opinion of Landlord,  the amount of liability  insurance
required hereunder is not adequate;  provided,  however,  that in no event shall
the amount of the liability  insurance increase by more than fifty percent (50%)
the amount  thereof  during the  preceding  year of the Term of this Lease,  and
provided  further,  the  failure of  Landlord  to require  additional  insurance
coverage shall not be deemed to relieve Tenant from any  obligations  under this
Lease.

         (d)......Interruptions.  Business interruption insurance in such amount
as will reimburse Tenant for direct or indirect loss of earnings attributable to
all such perils insured against and cover Tenant's  obligation to the Base Rent,
Percentage Rent, and Operating  Expenses due Landlord during said  interruption,
and,

         (e)......Worker's Compensation.  Worker's compensation insurance in the
statutorily  required  amounts  covering all Tenant's  employees  working in the
Leased Premises.

12.4  Reimbursement.  The  limits  of  Tenant's  insurance  shall  not limit the
liability  of Tenant  under  this  Lease.  If Tenant  shall  fail to  procure or
maintain any insurance  required of Tenant hereunder,  Landlord may, at its sole
option,  but shall not be required to, procure and maintain the same at the cost
and  expense of Tenant,  and Tenant  agrees to  reimburse  Landlord  for same as
additional rent due hereunder within fifteen (15) days after receiving notice of
the amount thereof from Landlord.

12.5 Standard.  All insurance required hereunder shall be by companies holding a
"General  Policyholders  Rating" of A or better as set forth in the most current
issue of "Best's Insurance Guide". The insuring party shall deliver to the other
party  copies of policies  of such  insurance  or  certificates  evidencing  the
existence and amounts of such insurance with loss payable  clauses  satisfactory
to Landlord. No insurance policy of Tenant shall be cancelable,  non-renewed, or
subject to reduction of coverage or other modification  except after thirty (30)
days prior written notice to Landlord.  If Tenant is the insuring party,  Tenant
shall,  within  fifteen  (15) days  prior to the  expiration  of such  policies,
furnish  Landlord  with  renewals or "binders"  thereof.  Tenant shall not do or
permit to be done anything which shall invalidate the insurance  policies Tenant
is required to maintain under this Lease.

12.6 Waiver.  All fire and extended  coverage  insurance  carried by Landlord on
Tenant  covering  losses  arising out of  destruction of or damage to the Leased
Premises or its contents or to the other portions of the Building  shall, to the
extent reasonably obtainable,  without additional premium, provide for waiver of
subrogation against Landlord,  Tenant and other tenants in the Building,  on the
part of the  insurance  carrier.  Should an additional  premium be charged,  the
party  benefiting  from said waiver shall  reimburse  the party  obtaining  said
waiver for the cost of said additional premium,  failing which there shall be no
obligation to obtain the waiver of  subrogation  otherwise  required  hereunder.
Evidence of the  existence  of such waiver will be  furnished by either party to
the other party on request.

12.7 Lender Coverage.  Notwithstanding  any provisions to the contrary contained
in this Lease, the insuring party shall also provide insurance against damage by
such other perils as any party holding a mortgage,  deed to secure debt, deed of
trust or other  instrument in the nature  thereof on the Building  including the
Leased Premises, may from time to time require.

12.8 Applicable. If at any time during the Term of this Lease the insuring party
shall  have in full  force and  effect a blanket  policy  of  general  liability
insurance an d/or  property  insurance as  applicable,  which  complies with the
requirements  described  above  applicable  to such insuring  party,  as well as
coverage of other  premises and properties of the insuring party or in which the
insuring  party has some  interest,  such blanket  insurance  shall  satisfy the
requirements hereof.

                                ARTICLE THIRTEEN

                               Damage by Casualty

13.1 Notice, Restoration. Tenant shall give immediate written notice to Landlord
of any damage to the Leased Premises  caused by fire or other  casualty,  and if
Landlord does not elect to terminate the Lease as hereinafter provided, Landlord
shall  proceed  with  reasonable  diligence  and at its sole cost and expense to
rebuild and repair the Leased Premises.  Notwithstanding  the foregoing,  in the
event that (i) the insurance  proceeds  collected by Landlord in connection with
such damage and destruction shall be insufficient to make such restoration, (ii)
the  building in which the Leased  Premises  are located  shall be  destroyed or
substantially  damaged by  casualty  not  covered by  standard  fire or extended
coverage  insurance,  (iii)  said  building,  in which the Leased  Premises  are
located  shall be  destroyed  or rendered  untenantable  by any  casualty to the
extent  of at least  fifty  percent  (50%) of the  Gross  Rentable  Area of said
building,  (iv) Landlord shall not have actual and unconditional  receipt of the
insurance  proceeds payable in connection with such damage and destruction,  (v)
the  holder  of any  mortgage  deed to  secure  debt,  deed of  trust,  or other
instrument in the nature thereof which encumbers  Landlord's  interest hereunder
or in the Leased  Premises  shall  require that such  proceeds  shall be applied
against any indebtedness  owed to such holder,  or (vi) there shall be less than
two (2) years remaining in the Term, or any extension or renewal thereof,  then,
in any of such events,  Landlord  may elect either to terminate  the Lease or to
proceed to rebuild and repair the Leased  Premises.  Landlord shall give written
notice to Tenant of such election  within ninety (90) days after th e occurrence
of such casualty.

13.2  Liability  of  Parties.  Landlord's  obligation  to rebuild and repair the
Leased  Premises  under this Article  Thirteen  shall in any event be limited to
restoring  Landlord's  Work to  substantially  the  condition  in which the same
existed  prior to the  casualty  and  Tenant  agrees  that  promptly  after  the
completion  of such  work by  Landlord,  Tenant  will  proceed  with  reasonable
diligence  and at its  sole  cost  and  expense  to  restore  Tenant's  Work  to
substantially the condition in which the same existed prior to the casualty.

13.3  Reconstruction.  Tenant agrees that during any period of reconstruction or
repair of the Leased  Premises,  it will  continue the operation of its business
within the Leased Premises to the extent practicable. During the period from the
occurrence of a casualty until Landlord's  repairs are completed,  the Base Rent
shall be reduced and abated in proportion  to the amount of Gross  Rentable Area
of the  Leased  Premises  which is  tendered  untenantable  as a result  of such
casualty, provided, however, that if such damage or destruction is caused by the
intentional or negligent acts or omissions by Tenant,  its permitted  assignees,
sublessees,  servants, agents, employees, licensees, or concessionaires,  or the
servants, agents, employees,  licensees, or concessionaires of Tenants permitted
assignees or sublessees,  the, and in that event, the Base Rent shall not abate.
Tenant shall not be entitled to and hereby waives,  releases,  and  relinquishes
any and all claims against  Landlord for any  compensation or damage for loss of
use of all or any  part  of the  Leased  Premises  or for any  inconvenience  or
annoyance occasioned by any such damage, destruction,  repair, or restoration of
the Leased Premises.

13.4  Termination.  In the event that fifty  percent  (50%) or more of the Gross
Rentable Area of the Building shall be destroyed or substantially damaged by any
casualty,  notwithstanding  that the Leased  Premises may be  unaffected by such
casualty, Landlord may terminate this Lease by giving to Tenant thirty (30) days
prior  written  notice of  Landlord's  election to do so,  which notice shall be
given if at all, within ninety (90) days following the date of said  occurrence.
Rent shall be adjusted as of the date of such termination.

                                ARTICLE FOURTEEN

                                 Eminent Domain

14.1  Termination  Upon  Taking.  If more  than ten  percent  (10%) of the Gross
Rentable Area of the Leased Premises is taken for any public or quasi-public use
under any governmental  law,  ordinance,  or regulation,  or by right of eminent
domain, or by private purchase under threat thereof,  this Lease shall terminate
upon the election of either party  effective on the date possession of a portion
of the Leased Premises is taken by the condemning authority.

14.2 Rent  Reduction.  If less than ten percent (10%) of the Gross Rentable Area
of the Leased  Premises  is taken for any public or  quasi-public  use under any
governmental law, ordinance, or regulation, or by right of eminent domain, or by
private  purchase under threat  thereof,  this Lease shall not terminate,  or if
more than ten percent (10%) of the Gross Rentable Area of the Leased Premises is
so taken and the Lease is not terminated in accordance  with Section 13.1,  then
in either of such  events  the Base Rent  (but not  Percentage  Rental)  payable
hereunder  during  the  unexpired  portion  of the Term  shall be reduced by the
percentage  which the area taken bears to the area of the Leased  Premises prior
to the date  possession  of such portion of the Leased  Premises is taken by the
condemning authority.

14.3  Common  Area.  If any  portion of the Common  Area should be taken for any
public or quasi-public use under any governmental law, ordinance, or regulation,
or by right of eminent domain,  or by private purchase under threat thereof,  th
is Lease shall not terminate,  nor shall the rent payable  hereunder be reduced,
nor shall  Tenant be  entitled to any part of the award to such  taking,  except
that  either  Landlord  or Tenant  may  terminate  this Lease if the area of the
Common Areas remaining  following such taking,  plus any additional parking area
provided  within a reasonable  time by Landlord in reasonable  proximity to t he
Building, shall be less than as stated in Paragraph 14.1.

14.4 Notice. Any election to terminate this Lease following condemnation,  shall
be  evidenced  by written  notice of  termination,  delivered to the other party
within  thirty  (30) days after the date by which both  Landlord  and Tenant are
notified of such taking or such sale,  and, in the event that  neither  Landlord
nor Tenant shall so exercise  such  election to terminate  the Lease,  then this
Lease shall continue in full force and effect.

14.5  Repairs.  If this  Lease is not  terminated  following  any  condemnation,
Landlord  shall make all necessary  repairs or  alterations  within the scope of
Landlord's Work,  necessary to make the Leased Premises an architectural  whole,
and Tenant  agrees that  promptly  after  completion  of such work by  Landlord,
Tenant will proceed with  reasonable  diligence and at its sole cost and expense
to make all necessary  repairs or alterations  within the scope of Tenant's work
necessary to make the Leased Premises an architectural whole.

14.6 Compensation.  All compensation  awarded for any taking (or the proceeds of
private  sale  under  threat  thereof),  whether  for the whole or a part of the
Leased  Premises,  shall be the  property  of  Landlord,  whether  such award is
compensation  for  damage to  Landlord's  or  Tenant's  interest  in the  Leased
Premises,  and Tenant  hereby  assigns all of its  interest or any such award to
Landlord,  provided,  however, Landlord shall have no interest in any award made
to Tenant for loss of business, for the taking of Tenant's fixtures and personal
property within the Leased Premises, or for moving expenses, if a separate award
for such items is made to Tenant.

                                 ARTICLE FIFTEEN

                            Assignment and Subletting

15.1  Consent  Required.  Tenant,  for  itself,  its  heirs,  its  distributees,
executors,  administrators,  legal  representatives,  successors,  and  assigns,
covenants that it will not assign,  mortgage or encumber the Lease, nor sublease
or permit the Leased  Premises or any part of the Leased  Premises to be used or
occupied  by others,  without  the prior  written  consent of  Landlord  in such
instance.  Landlord shall not unreasonably delay or withhold said approval.  The
transfer of control or of a majority of the issued and outstanding capital stock
of any corporate tenant or subtenant of this Lease or a majority interest in any
partnership  tenant or subtenant whether in a single  transaction or in a series
of  transactions,  will  be an  assignment  of the  Lease  or of  such  sublease
requiring  Landlord's  prior  written  consent in each  instance,  provided that
Landlord's consent shall not be required in the event of demise and inheritance.
The transfer of outstanding  capital stock of any corporate  tenant for purposes
of this  Article,  will not include any sale of such stock by persons other than
those deemed  "insiders"  within the meaning of the  Securities  Exchange Act of
1923   as    amended,    and    which    sale   is    effected    through    the
"over-the-counter-market" or through any recognized stock exchange.

15.2  Conditions.  Landlord and Tenant hereby agree that the granting of consent
by Landlord shall be preconditioned  upon the fulfillment of the following,  and
other reasonable, requirements of Landlord.

         (a)......Landlord  shall be  provided  with at least  thirty  (30) days
written notice prior to any proposed assignment or subletting.

         (b)......Tenant  shall remain  liable  under this Lease until  released
from obligations of t his Lease in writing by the Landlord.

         (c)......Any  proposed  assignee or sublessee shall assume in a writing
acceptable to Landlord, all of the obligation of Tenant hereunder.

         (d)......No  use  shall be  employed  in  connection  with  the  Leased
Premises other than the permitted use set forth in this Lease.

         (e)......The  Leased Premises shall remain intact. Any alterations must
be approved in writing by the landlord,  which approval will not be unreasonably
delayed or withheld.

         (f)......The   use   of   the   Leased   Premises   by   the   proposed
subtenant/assignee  will not violate or create any  potential  violation  of any
laws, nor will it violate any other  agreements  affecting the Leased  Premises,
Landlord or other tenants of the Building, and

         (g)......The  proposed  assignee or sublessee  will not create  traffic
congestion or an unreasonable burden on existing parking.

15.3 Hazardous Materials.  It shall not be unreasonable for Landlord to withhold
its  consent  to  any  proposed  assignment  or  sublease  if (i)  the  proposed
assignee's or sublessee's  anticipated use of the Leased  Premises  involves the
generation, storage, use, treatment or disposal of Hazardous Materials; (ii) the
proposed assignee or sublessee has been required by any prior Landlord,  lender,
or  governmental  authority to take remedial action in connection with Hazardous
Materials  contaminating  a property  if the  contamination  resulted  from such
assignee's or sublessee's  actions or use of the property in question;  or (iii)
the proposed  assignee or sublessee is subject to an enforcement order issued by
any governmental  authority in connection with the use, disposal,  or storage of
Hazardous Material.

15.4 Tenant Responsible. Any assignment or sublease in violation of this Article
shall be void. If this Lease is assigned,  or if the Leased Premises or any part
of the Leased  Premises  are  subleased or occupied by anyone other than Tenant,
Landlord may, after default by Tenant collect rent from the assignee,  subtenant
or occupant,  and apply the net amount  collected to Base Rent.  No  assignment,
sublease, occupancy, or collection will be deemed (a) a waiver of the provisions
of this Article or (b) the acceptance of the assignee, subtenant, or occupant as
tenant,  or (c)  release  Tenant  from the  further  performance  by  Tenant  of
covenants on the part of Tenant contained in this Lease. The consent by Landlord
to an  assignment  or sublease  will n to be  construed  to relieve  Tenant from
obtaining  Landlord's prior written consent in writing to any further assignment
or  sublease.  No  permitted  subtenant  will assign or encumber its sublease of
further  sublease all or any portion of its subleased space, or otherwise permit
the subleased space or any part of its subleased space to be used or occupied by
others, without Landlord's prior written consent in each instance.

15.5  Waiver.  Tenant  will not be entitled to make,  or will Tenant  make,  any
claim,  and Tenant by this Paragraph 16 waives any claim, for money damages (nor
will Tenant claim any money damages by way of set-off,  counterclaim or defense)
based upon any claim  connected  with  Landlord's  non-granting  of consent to a
proposed assignee or sublessee of Tenant. Tenant's sole remedy will be an action
or  proceeding  to enforce  any such  provision,  or for  specific  performance,
injunction, or declaratory judgment.

                                 ARTICLE SIXTEEN

                                      Taxes

16.1 Personal Property Taxes.  Tenant shall be liable to and shall pay all taxes
levied against its personal property,  fixtures, and Tenant's Work in the Leased
Premises.  If taxes to which  Tenant  is liable  hereunder  are  levied  against
Landlord or Landlord's property and if Landlord elects to pay the same or if the
assessed  value of  Landlord's  property is  increased  by inclusion of any such
terms and Landlord elects to pay the taxes based on such increase,  Tenant shall
pay to landlord an additional rent, upon demand that part of such taxes to which
Tenant is liable hereunder.

16.2 Real Property Taxes.  Tenant agrees to pay as additional rent, its share of
general real estate taxes, assessments,  and governmental charges levied against
the Building for each calendar year beginning with the Rental  Commencement Date
and during the Lease Term and any renewals or  extensions  thereof.  Said taxes,
assessments,  and governmental  charges shall be appropriately  pro-rated during
the first  and last  years of the  Lease  Term if such  years are less than full
calendar  years.  The  proportionate  share to be paid by  Tenant  shall be that
percentage  of said general real estate  taxes,  assessments,  and  governmental
charges  which the Gross Rental Area of the Leased  Premises  bears to the Gross
Rentable  Area of the  Building.  Landlord  may, at its option,  make monthly or
other  periodic  charges  based  upon the  estimated  annual  taxes,  payable in
advance,  but  subject  to  adjustment  after  receipt of the tax  statement  by
Landlord. Landlord shall have the sole, absolute and unrestricted right, but not
the  obligation,  to contest the  validity or amount of any tax,  assessment  to
governmental  charge  to  appropriate  proceedings,  and  Tenant  shall  pay its
proportionate  share of the costs  incurred  by  Landlord  in the course of such
proceedings as additional rent.

16.3 Rental  Taxes.  Tenant agrees to pay as  additional  rent,  any rent tax or
other tax imposed upon rent  payments or imposed upon  Landlord  based upon rent
payments by Tenant to Landlord; however, Tenant shall not be required to pay any
income tax of Landlord.

                                ARTICLE SEVENTEEN

                              Defaults and Remedies

17.1 Interest.  Any installment of rent or any other charge or money  obligation
herein required to be paid by Tenant which is not paid when due shall be subject
to a late fee of (4%) of the late  payment to be  assessed on the Fifth day such
payment is due. All unpaid amounts  overdue (30) days shall bear interest at the
rate of eighteen  percent (18%) per annum or at the maximum rate allowed by law,
whichever  is less,  from the due date until paid and the Landlord may treat any
such charge or money  obligation as additional rent hereunder,  or Tenant shall,
pay a processing  charge for late  payments of Fifty  Dollars  ($50.00).  Tenant
shall  either pay  interest on the late rent or pay the late fee,  which ever is
the greater amount.

17.2 Events of Default.  The occurrence of any of the following shall constitute
an event of default hereunder by Tenant:

         (a)......The  rent payable under this Lease  (including  Base Rent, and
any  additional  rent) or any other sum of money due  hereunder is not paid when
due and such failure to pay continues to more than five (5) days after  Tenant's
receipt of notice thereof from Landlord.  Provided however,  that Landlord shall
not be required to provide Tenant with the notice and five-day  period set forth
in the  Subparagraph  18.2(a)  more than three (3) times during the Term of this
Lease, and the fourth and each subsequent  failure to timely pay such sums shall
immediately constitute an event of default hereunder.

         (b)......The  Leased  Premises are  deserted,  vacated,  or not used as
regularly or consistently as would normally be expected for similar premises put
to the same or similar  purposes  as set forth  herein,  even  though the Tenant
continues to pay the stipulated rent, and such condition is not corrected within
(10) days of Tenant's receipt of notice thereof from Landlord. Provided however,
that  Landlord  shall not be required to provide  Tenant with the notice and ten
day period set forth in this Subparagraph 17.2(b) more than once during the Term
of this Lease and the second and each  subsequent  occurrence of such  condition
shall immediately constitute an event of default hereunder.

         (c)......Tenant files any petition for debt relief under any section or
chapter of the  national  or  federal  Bankruptcy  Code or any other  applicable
federal or state bankruptcy, insolvency or other similar act.

         (d)......Any  petition  is filed  against  Tenant  under any section or
chapter of the  national  or  federal  Bankruptcy  Code or any other  applicable
federal or state bankruptcy,  insolvency or other similar act, and such petition
is not dismissed within sixty (60) days after the date of such filing.

         (e)......Tenant  shall become insolvent or transfer property to defraud
creditors.

         (f)......Tenant makes material  misrepresentations to Landlord prior to
or contemporaneously with the execution of this Lease.

         (g)......Tenant shall make an assignment to the benefit of creditors.

         (h)......A  receiver is  appointed  to any of Tenant's  assets and such
receiver  is not removed  within  (60) days of  Tenant's  receipt of notice from
Landlord to obtain such removal.

         (i)......A  lien is filed  against the Leased  Premises  or  landlord's
estate therein by reason of any work, labor,  services or materials performed or
furnished or alleged to have been  performed or  furnished,  for or to Tenant or
anyone holding the Leased Premises by, through or under Tenant, and Tenant fails
to cause the same to be vacated and cancelled of record, or bonded off in accord
with the provisions of this Lease, within twenty (20) days after the filing date
thereof, or,

         (j)......Tenant  fails to observe,  perform and keep each and every one
of the covenants, agreements, provisions, stipulations, and conditions contained
in this Lease to be observed,  performed and kept by Tenant,  including  without
limitation  the  "Rules  and  Regulations"  for the  project of which the Leased
Premises is a part, and unless otherwise  specified  herein,  Tenant persists in
such failure for twenty (20) days after receipt of notice by Landlord  requiring
that Tenant correct such failure.

17.3 Landlord  Options.  Upon the  occurrence  of an event of default,  Landlord
shall have the option to do and  perform  any one or more of the  following,  in
addition to, and not in  limitation  of, any other right or remedy  available to
Landlord at law or in equity or elsewhere under the Lease.

         (a)......Terminate.  Termination  of this Lease,  in which event Tenant
shall immediately surrender the Leased Premises to Landlord, but if Tenant shall
fail to do so, Landlord may, without further notice and without prejudice to any
other remedy Landlord may have for possession or arrearages in rent,  enter upon
the Leased Premises and expel or remove Tenant and Tenant's effects, by force if
necessary,  without  being  subject to  prosecution  or liable for any claim for
damages  therefor,  and Tenant  agrees to  indemnify  Landlord  for all loss and
damage which Landlord may suffer by reason of such termination,  whether through
inability  to relet  the  leased  Premises  or  through  decrease  in  rent,  or
otherwise, and/or

         (b)......Enter.  Terminate  Tenant's  right of possession of the Leased
Premises  without  terminating  this Lease, and enter the Leased Premises as the
agent of Tenant, by force if necessary,  without being subject to prosecution or
liable for any claim for damages therefor,  and relet the Leased Premises as the
agent of Tenant, by force if necessary,  without being subject to prosecution or
liable for any claim for damages therefor,  and relet the Leased Premises as the
agent of Tenant without  advertisement  and by private  negotiations  and to any
term Landlord deems proper,  and receive the rent thereto,  and Tenant shall pay
Landlord upon demand any deficiency  that may arise by reason of such reletting,
but  Tenant  shall  not be  entitled  to any  surplus  funds  generated  by such
reletting. Tenant shall reimburse Landlord for all costs of reletting the Leased
Premises  including,  but not limited to,  advertising  expenses and commissions
and/or

         (c)......Meet  Provisions  of Lease.  As agent of Tenant,  do  whatever
Tenant is obligated to do by the  provisions  of this Lease and enter the Leased
Premises, by force if necessary,  without being subject to prosecution or liable
for any claims for damages therefor, in order to accomplish the purpose.  Tenant
agrees to reimburse  Landlord  immediately  upon demand for any  expenses  which
Landlord  may  incur in thus  effecting  compliance  with the Lease on behalf of
Tenant,  and Tenant  further  agrees that  Landlord  shall not be liable for any
damages  resulting to Tenant from such action,  whether caused by the negligence
of Landlord or otherwise, and/or

         (d)......Damages.  In addition to all rent and other amounts previously
due and unpaid under the terms and  conditions of this Lease,  Landlord shall be
entitled to collect actual damages associated with termination of the lease.

         (e)......Recover  Costs. If the Landlord  exercises any of the remedies
set forth in  Subparagraphs  (a), (b), or (c) of this Paragraph 18.3 in addition
to all other costs and expenses Landlord shall be entitled to recover under this
Lease.  Landlord  shall also be  entitled  to recover  (i) all sums  expended by
Landlord and not previously  reimbursed to Landlord by Tenant in connection with
improving or repairing the Lease Premises to Tenant's  specifications,  and (ii)
all costs and expenses  incurred by Landlord in connection  with the termination
of this Lease and eviction of Tenant, including attorney's fees.

         (f)......Store  Property. In the event that Landlord elect to terminate
this Lease, or to terminate  Tenant's right of possession of the Leased Premises
without  terminating  the Lease, as provided in this Paragraph 17.3 or the Lease
is terminated by authority of law, Landlord shall be entitled,  but not required
to store in a commercially  reasonable manner any personal property of Tenant or
any subtenant which shall remain in the Leased Premises after the termination of
this Lease and the  removal  of Tenant or  subtenant  from the Leased  Premises.
Landlord shall have a lien on such  property,  which may be discharged by Tenant
upon  payment of  arrearage  due under the  Lease,  plus  payment of  Landlord's
storage  and  administrative  costs.  At the end of the  sixty  (60) day  period
following  termination  of the  Lease,  or  termination  of  Tenant's  right  of
possession, such property shall be conclusively deemed to have been abandoned by
Tenant.  The  foregoing  provisions  of this  Paragraph  18.3  shall be  without
prejudice  to any  election  by  Landlord  that  Tenant's  failure to remove its
property constitutes a holding over by Tenant.

17.4 Other Remedies. Pursuit of any of the foregoing remedies shall not preclude
pursuit  of any of the other  remedies  herein  provided  or any other  remedies
provided by law, nor shall pursuit of any remedy,  herein provided  constitute a
forfeiture  or waiver of any rent or other sum due to Landlord  hereunder  or of
any  damages  accruing  to  Landlord  by reason of the  violation  of any of the
covenants and provisions  herein  contained.  Forbearance by Landlord to enforce
one or more of the remedies  herein  provided upon an event of default shall not
be deemed or construed to constitute a waiver of such default.

17.5  Bankruptcy.  It is understood and agreed that the following shall apply in
the event of the bankruptcy or insolvency of Tenant:

         (a)......Chapter  7. If a petition  is filed by, or an order for relief
is entered  against  Tenant  under  Chapter 7 of the  Bankruptcy  Code,  and the
trustee of Tenant  elects to assume this Lease for the purpose of assigning  it,
such  election  or  assignment  or both may be made only if all of the terms and
conditions  of  Subparagraphs  17.5(b)  and  (d)  below  are  satisfied.  To  be
effective,  an election to assume this Lease must be in writing and addressed to
Landlord and in Landlord's business judgment,  all of the conditions hereinafter
stated,  which Landlord and Tenant  acknowledge to be  commercially  reasonable,
must have been satisfied.  If the trustee fails so to elect to assume this Lease
within sixty (60) days after the bankruptcy  petition is filed,  this Lease will
be deemed to have been rejected and Landlord shall then  immediately be entitled
to possession of the Leased Premises without further obligation to Tenant or the
trustee,  and the Lease shall be terminated.  Landlord's right to be compensated
to damage in the bankruptcy proceeding, however, shall survive such termination.

         (b)......Chapter  11. If Tenant  files a  petition  for  reorganization
under Chapters 11 or 13 of the Bankruptcy  Code, or if a proceeding  filed by or
against Tenant under any other chapter of the Bankruptcy  Code is converted to a
Chapter   11  or  13   proceeding,   and   Tenant's   trustee,   or   Tenant  as
debtor-in-possession, fails to assume this Lease within sixty (60) days from the
date of the  filing of such  petition  or  conversion,  then the  trustee or the
debtor-in-possession  shall  be  deemed  to  have  rejected  the  Lease.  To  be
effective,  any  election to assume this Lease must be in writing  addressed  to
Landlord and in Landlord's  business judgment,  all of the following  conditions
which Landlord and Tenant acknowledge to be commercially  reasonable,  must have
been satisfied.

         .........(i) The trustee of the  debtor-in-possession has cured, or has
provided  to Landlord  adequate  assurance,  as  hereinafter  defined,  that the
trustee will cure,  all monetary  defaults under this Lease within ten (10) days
from the date of  assumption,  and will  compensate  Landlord for all  pecuniary
losses it has incurred as a result of the Tenant's default.

         .........(ii)  The Trustee or the  debtor-in-possession has provided
Landlord with adequate  assurance f the future performance of each of Tenant's
 obligations under this Lease.

         .........(iii)  For purposes of this Subparagraph, "adequate assurance"
shall mean that:

         ......... (1) Landlord determines that the debtor-in possession has and
will continue to have, sufficient  unencumbered assets, after the payment of all
secured  obligations and  administrative  expenses,  to assure Landlord that the
trustee or the debtor-in-possession  will have sufficient funds to fulfill, in a
timely manner,  Tenant's  obligations  under this lease,  and (2) An order shall
have been entered  segregating  sufficient  cash  payable to Landlord,  and/or a
valid and perfected  first lien on and security  interest in property of Tenant,
trustee, or debtor-in-possession shall have been granted, which is acceptable in
value and kind to Landlord,  to secure to Landlord the obligation of the trustee
or debtor-in-possession to cure all monetary and nonmonetary defaults under this
Lease within the time period set forth above.

         (c)......Trustee.  In the  event  this  Lease is  assumed  by a trustee
appointed for Tenant, or by Tenant as debtor-in-possession, under the provisions
of  Subparagraph  17.5(b) above,  and t hereafter  Tenant is either  adjudicated
bankrupt, or files a subsequent petition for arrangement under Chapters 11 or 13
of the Bankruptcy  Code, then Landlord may, at its option,  terminate this Lease
and all the Tenant's  rights under it, by giving  written  notice of  Landlord's
election so to terminate.

         (d)......Assignment.  Pursuant to Subparagraph 17.5(a) or (b) above, if
the  trustee or the  debtor-in-possession  has  assumed  this Lease to assign or
elect to assign  Tenant's  interest  under this lease,  or the estate created by
that interest, to any other person, such interest or estate may be assigned only
if the intended assignee has provided adequate assurance of future  performance,
as defined below, of all of the terms, covenants,  and conditions of this Lease.
For the purposes of this  Subparagraph  17.5(d),  "adequate  assurance of future
performance"  means that  Landlord has  ascertained  that each of the  following
conditions has been satisfied.

         .........(i) The assignee has submitted to Landlord a current financial
statement, audited by a certified public accountant, which shows a net worth and
working capital in amounts determined by Landlord to be sufficient to assure the
future performance by the assignee of the Tenant's obligations under this Lease.

         .........(ii)  If  requested  by  Landlord,  the  assignee  will obtain
guarantees,  in form and substance  satisfactory  to Landlord,  from one or more
persons who satisfy  Landlord's  standards of credit  worthiness,  and, (iii) To
enable  landlord to permit such  assignment,  Landlord has obtained  consents or
waivers from any third parties which may be required under any lease,  mortgage,
financing arrangement or other agreement by which Landlord is bound.

         (e)......Use Fees. When pursuant to the Bankruptcy Code, the trustee or
the  debtor-in-possession  is  obligated  to pay  reasonable  use and  occupancy
charges  for the use of all or part of the Leased  Premises,  it is agreed  that
such charges will not be less than the Base Rent as defined in this Lease,  plus
additional rents and other monetary obligations of Tenant included herein.

         (f)......Consent. Neither Tenant's interest in this Lease or any estate
of Tenant  created  in this  Lease,  shall  pass to any  trustee,  receiver,  or
assignee for the benefit of creditors, or any person or entity, nor otherwise by
operation of law under the laws of the state having  jurisdiction  of the person
or property of Tenant,  unless  Landlord  consents in writing to such  transfer.
Landlord's acceptance of rent or any other payments from any trustee,  receiver,
assignee,  person,  or other  entity  will not be deemed to have waived or waive
either the requirement of Landlord's consent or, in the event of any transfer of
Tenant's  interest,  in the Lease without such consent,  the Landlord's right to
terminate this Lease.

17.6 Writing  Required.  No act or thing done by Landlord or  Landlord's  agents
during  the Term  shall be deemed an  acceptance  of a  surrender  of the Leased
Premises, and no agreement to accept a surrender of the Leased Premises shall be
valid unless the same is in writing and  executed by Landlord.  Any waiver of or
redress to any violation of any covenant or condition contained in this Lease or
any of the Rules and Regulations now or hereafter adopted by Landlord, shall not
prevent a subsequent act, which should have originally  constituted a violation,
from having all the force and effect of an original violation.

17.7     Deleted.

17.8 Deposit.  Landlord hereby  acknowledges  receipt from Tenant of the Advance
Deposit  set  forth in  Section  1.1(i),  which  shall be  applied  to the first
accruing installments of rent. Landlord further acknowledges receipt from Tenant
of the  Security  Deposit as set forth in Section  1.1(j) which shall be held by
Landlord  without  interest  as  security  for the  Lease,  it  being  expressly
understood  that such  deposit is not an  advance  payment of rent or measure of
Landlord's  damages in case of default by  Tenant.  Upon the  occurrence  of any
event of default by Tenant,  Landlord may, from time to time,  without prejudice
to any other  remedy  provided  herein,  or  provided by law,  use the  Security
Deposit to the extent  necessary  to make good any arrears of rent and any other
damage,  injury,  expense  or  liability  caused to  Landlord  by such  event of
default.  Following any such application of the Security  Deposit,  Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not then in default hereunder,  any
remaining  balance of the  Security  Deposit  shall be  returned  by Landlord to
Tenant upon  termination of this Lease and surrender of possession of the Leased
Premises to Landlord as herein provided.

                                ARTICLE EIGHTEEN

                     Holding Over Expiration or Termination

18.1     Deleted.

18.2  Surrender.  On the  expiration of the Term or earlier  termination of this
Lease,  Tenant shall at Tenant's own cost, (a) promptly and peaceably  surrender
the Leased Premises to Landlord "broom clean," in good order and condition,  (b)
repair any damage to the Building caused by or in connection with the removal of
any property  from the Leased  Premises by or at the  direction  of Tenant,  (c)
repair,  patch  and paint in a good and  workmanlike  manner  satisfactorily  to
Landlord  all holes and other  marks in the  floors,  walls and  ceilings of the
Leased  Premises,  and, (d) deliver all keys to the Leased Premises to Landlord.
Before  surrendering  the Leased  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 Leased Premises as the property of Landlord  without 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 take 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 Leased  Premises by Tenant or by Landlord  for Tenant,
and to restore the Leased Premises to their condition at the date of this Lease.
All personal  property,  trade fixtures and other property of Tenant not removed
from the Leased  Premises on the  abandonment  of the Leased  Premises or on the
expiration of the Term or earlier  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 Leased  Premises shall be effected by Landlord's  acceptance of the
keys  or of  the  rent  or by  any  other  reasons  without  Landlord's  written
acknowledgements of such acceptance as a surrender. Tenant shall not be released
from Tenant's  obligations  under this Lease in connection with surrender of the
Leased  Premises until Landlord has inspected the Leased  Premises and delivered
to tenant a written release.

                                ARTICLE NINETEEN

                                  Subordination

19.1 First Priority. This lease and all rights of Tenant hereunder are and shall
be subject and subordinate to the lien of any first priority  mortgage,  deed to
secure debt, deed of trust, or other  instrument in the nature thereof which may
now or  hereafter  affect  Landlord's  fee  title  to  the  Leased  Premises  or
Landlord's   interest   hereunder   and   to   any   modifications,    renewals,
consolidations, extensions, or replacements of any of the foregoing.

This clause shall be self-operative  and no further  instrument of subordination
shall be required  by any  mortgages.  In  confirmation  of such  subordination,
Tenant  shall,  upon demand at any time or times,  execute,  seal and deliver to
Landlord,  without  expense to Landlord,  any and all  instruments in recordable
form that may be  requested by Landlord to evidence  the  subordination  of this
Lease and all rights hereunder to the lien of any such mortgage,  deed to secure
debt, deed of trust or other instrument in the nature thereof, and each renewal,
modification,  consolidation,  replacement, and extension thereof, and if Tenant
shall  fail at any time to  execute,  seal  and  deliver  any  such  instrument,
Landlord  in  addition  to any other  remedies  available  to it in  consequence
thereof,  may  execute,  seal and  deliver  the same as the  attorney in fact of
Tenant  and in  Tenant's  name,  place and stead and Tenant  hereby  irrevocably
makes,  constitutes,  and appoints Landlord, its successors and assigns, as such
attorney in fact for that purpose.

In addition Tenant shall upon Landlord's request, at any time or times, execute,
seal  and  deliver  to  Landlord  without  expense  to  Landlord  , any  and all
instruments that may be necessary to make this Lease superior to the lien of any
such mortgage,  deed to secure debt, deed of trust,  or other  instrument in the
nature thereof, and such renewal, modification,  consideration, replacement, and
extension  thereof,  and, if Tenant shall fail at any time to execute,  seal and
deliver such instrument, Landlord in addition to any other remedies available to
it in place and stead, and Tenant hereby  irrevocably  makes,  constitutes,  and
appoints  Landlord its  successors  and assigns  such  attorney in fact for that
purpose.

19.1  (a)......Lease  to Continue -  Attornment.  If the holder of any mortgage,
deed to secure debt, deed of trust,  or other  instrument in the nature thereof,
shall hereafter  succeed to the rights of Landlord,  under this Lease,  then, at
the option of such holder this Lease shall remain in effect. Tenant shall attorn
to and recognize such successor as Tenant's Landlord under this Lease, and shall
promptly  execute and delivery any instrument  that may be necessary to evidence
such attornment.

         (b)......Advance  Rent. Upon the attornment  provided for in subsection
(a) above,  this Lease shall continue in full force and effect as a direct Lease
between such successor Landlord and Tenant subject to all the terms,  covenants,
and conditions of this Lease, including advance rent.

                                 ARTICLE TWENTY

                                  Miscellaneous

20.1  Notices.  Tenant  agrees that upon the  request of either  Landlord or the
holder of any first priority  mortgage,  deed to secure debt,  deed of trust, or
other security instrument in the nature thereof encumbering  Landlord's interest
hereunder or in the Leased Premises,  Tenant shall send to such holder copies of
all notices sent to Landlord,  such copies to be forwarded to such holder as and
when such notices are sent to Landlord at the mailing  address from time to time
provided to Tenant by either Landlord or such holder. In addition, Tenant agrees
that it may not exercise any of its remedies on account of a default by Landlord
under this Lease unless and until such holder shall have received written notice
of such  default  from Tenant and a period of thirty (30) days after  receipt of
such notice fur curing such default shall thereafter have elapsed.

20.2 Captions. The captions and the table of contents used in this Lease are for
convenience only and do not in any way limit or amplify the terms and provisions
hereof.  Whenever the singular number is used the same shall include the plural,
and words, of any gender shall include each other gender.

20.3  Waiver.  One or more  waivers of any  covenant,  term or condition of this
Lease by either  party shall not be  constituted  as a waiver of any  subsequent
breach of the same  covenant,  term or  condition.  The  consent or  approval by
either  party to or of any act by the other  party  requiring  such  consent  or
approval  shall  not be  deemed to waive or  render  unnecessary  consent  to or
approval of any subsequent or similar act.

20.4 Quiet Enjoyment.  Landlord hereby covenants and agrees that if Tenant shall
perform all of the covenants and agreements  herein  required to be performed on
the part of Tenant,  Tenant  shall  subject to the terms of this  Lease,  at all
times  during  the  continuance  of this  Lease  have the  peaceable  and  quiet
enjoyment and possession of the Leased Premises.

20.5 Entire  Agreement.  This Lease  contains and exhibits the entire  agreement
between the parties and no  agreement,  representation  or  inducement  shall be
effective to change,  modify, or terminate this lease in whole or in part unless
in writing and signed by the parties.

20.6     Deleted.

20.7  Estoppel  Certificate.  At any time and from time to time,  Tenant  shall,
within five (5) days after Landlord's  request,  execute and deliver to Landlord
an estoppel certificate in favor of Landlord and other persons as Landlord shall
request setting forth the following:  (a) a ratification  of the Lease,  (b) the
Commencement  Date and Expiration Date, (c) that this lease is in full force and
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, (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.

Each certificate delivered pursuant to this Section 20.7 may be relied on by any
prospective  purchaser or transferee  of the Building or of Landlord's  interest
hereunder  or by  any  mortgagee  of  the  Building  or of  Landlord's  interest
hereunder or by any assignee of any such mortgage.

20.8 Binding. The terms,  provisions and covenants contained in this Lease shall
apply to, inure to the benefit of, and be binding upon the parties hereto and if
permitted hereunder their respective heirs, assigns,  successors in interest and
legal representatives.

20.9     Time.  Time is of the essence in this agreement.

20.10.  Applicable  Law.  The laws of the state in which the Building is located
shall govern the interpretation,  validity, performance, and enforcement of this
Lease.  If  any  provision  of  this  Lease  shall  be  held  to be  invalid  or
unenforceable,  the validity and  enforceability of the remaining  provisions of
this Lease shall not be affected thereby.

20.11  Surrender.  Tenant shall, on or before the last day of the Term or if the
Lease is  terminated  prior  thereto as herein  provided,  peaceably and quietly
leave,  surrender and yield up unto Landlord the Leased Premises,  together with
all alterations,  additions,  improvements,  betterments, fixtures and equipment
installed  therein  or  pertaining  thereto  but  excluding  non-attached  trade
fixtures  and  other  personal  property  of  Tenant,  any  permitted  assignee,
sublessee,  licensee or  concessionaire  of Tenant, or any other occupant of the
Leased  Premises.  Such  alterations,   additions,  improvements,   betterments,
fixtures and  equipment to be in good order and repair;  ordinary wear and tear,
obsolescence, damage by fire or other casualty, acts of God, condemnation, civil
riot and common  excepted.  All such trade fixtures and other personal  property
shall be removed by Tenant on or before  the last day of the Term  thereof,  and
all such  property  not so  removed  shall be deemed  abandoned  by  Tenant  and
conveyed to Landlord  unless  Landlord shall give notice to Tenant to remove all
or any part thereof,  in which event Tenant shall promptly at its expense remove
same, or Landlord may do so at Tenant's expense.

20.12  Agency.  Nothing  herein  contained  shall be deemed or  construed by the
parties  hereto,  not by any  third  party,  as  creating  the  relationship  of
principal  and agent or of  partnership  or joint  venture  between  the parties
hereto, it being understood and agreed that neither the method of computation of
rent,  nor any other  provision  contained  herein,  nor any acts of the parties
hereto,  shall be deemed to create any  relationship  between the parties hereto
other than the relationship of Landlord and Tenant.

20.13  Controlling.  To the extent that the Special  Stipulations,  if any,  set
forth in Exhibit "E" conflict with any of the printed  provisions of this Lease,
such Special Stipulations shall control.

20.14 Execution Required.  The submission of this Lease for examination does not
constitute  a  reservation  of or option for the Leased  Premises  and the Lease
becomes  effective  as a Lease  only upon  execution  and  delivery  thereof  by
Landlord and Tenant.  If Tenant is a corporation  or  partnership,  Tenant shall
furnish Landlord with such evidence as Landlord  reasonably requires to evidence
the binding effect on Tenant of the execution and delivery of this Lease.

20.15  Limitation  of  Actions.  In the event  Landlord  commences  any  summary
proceedings or actions for non-payment of rent or other charges  provided for in
this Lease,  Tenant and Landlord both waive a trial by jury of any or all issues
arising  in any  action  or  proceeding  between  the  parties  hereto  or their
successors, under or connected with this Lease, or any of its provisions.

20.16 Representations.  Tenant acknowledges that neither Landlord nor Landlord's
agents,  employees or contractors have made any representations or promises with
respect to the Leased  Premises,  the Building or this Lease except as expressly
set forth herein.

20.17.   Deleted.

20.18.   Deleted.

20.19.   Deleted.

IN WITNESS WHEREOF the parties have executed this Lease, or caused this Lease to
be executed by their duly authorized officers,  and have sealed this Lease as of
the day and year first written above.

LANDLORD:

SLT, III, LLC, a Utah Limited Liability Company

By:    /s/ Stephen L. Tripp
   ----------------------------
Its Managing Member

Date   4/3/2000
    ---------------------------


TENANT:

WordCruncher Internet Technologies
<PAGE>
By:    /s/ James W. Johnston
   ----------------------------

Its Chairman

<PAGE>

                                   EXHIBIT "G"

                          Commencement Date Certificate

THE UNDERSIGNED,  Landlord and Tenant,  respectively,  under that certain Office
Building Lease (the "Lease") dated April 1, 2000,  agree that the  "Commencement
Date" as defined in paragraph 1.1 of the lease is April 3, 2000,  that the "Base
Rent Adjustment  Date," as defined in Paragraph  1.1(g) of the lease is April 1,
2001, and therefore the "Termination Date," is March 31, 2002.

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

LANDLORD:
SLT, III, LLC, a Utah Limited Liability Company

By:    /s/ Stephen L. Tripp
   ----------------------------

Its Managing Member

Date     4/3/2000


TENANT:

WordCruncher Internet Technologies

By: /s/  Kenneth W. Bell
   ------------------------------

By:


Date: