SUN MICROSYSTEMS FINANCE
          MASTER LEASE AGREEMENT

          Master Lease #SL7082094
                       ------------

         Lessor  agrees  to lease to Lessee  and  Lessee  agrees  to lease  from
Lessor,  subject to the following terms of this Master Lease Agreement  ("Master
Lease") and any Lease  Schedule  ("Schedule"),  collectively  referred to as the
Lease ("Lease"),  the personal property  described in any Schedule together with
all  attachments,  replacements,  parts,  substitutions,   additions,  upgrades,
accessories,  software  licenses and  operating  manuals (the  "Product").  Each
Schedule  shall  constitute  a separate,  distinct,  and  independent  Lease and
contractual obligation of Lessee.

1.  Commencement Date and Term
The initial lease term ("Initial  Term") and Lessee's rental  obligations  shall
begin on the  Commencement  Date and continue  for the number of Rental  Periods
specified  in the  Lease  as set  forth  in  Section  2 below  and  shall  renew
automatically  thereafter  until  terminated  by either party upon not less than
ninety (90) days written notice. The Commencement Date with respect to each item
of Product shall be the 16th day after date of shipment to Lessee.

2. Rent and Rental Period
All rental payments and any other amounts payable under a lease are collectively
referred to as "Rent." The Rental Period shall mean the rental payment period of
either calendar months,  quarters,  or as otherwise  specified in each Schedule.
Rent for the  specified  Rental  Period is due and  payable in  advance,  to the
address  specified in Lessor's  invoice,  on the first day of each Rental Period
during the Initial  Term and any  extension  (collectively,  the "Lease  Term"),
provided,  however,  that  Rent  for  the  period  of time  (if  any)  from  the
Commencement  Date to the first day of the first  Rental  Period  shall begin to
accrue on the  Commencement  Date. If any Rent is not paid when due, Lessee will
pay a service fee equal to five percent (5%) of the overdue amount plus interest
at the rate of one and one-half  percent  (1.5%) per month or the maximum  legal
interest rate, whichever is less.

3. Net Lease, Taxes and Fees
Each Schedule shall constitute a net lease and payment of Rent shall be absolute
and  unconditional,  and shall not be subject to any abatement,  reduction,  set
off, defense, counterclaim, interruption, deferment or recoupment for any reason
whatsoever.  Lessee  agrees  to pay  Lessor  when due  shipping  charges,  fees,
assessments and all taxes (municipal, state and federal) imposed upon a Lease or
the Product or its  ownership,  leasing,  renting,  possession or use except for
taxes based on Lessor's income.

4. Title
Product shall always  remain  personal  property.  Lessee shall have no right or
interest  in the  Product  except  as  provided  in this  Master  Lease  and the
applicable  Schedule and shall hold the Product  subject and  subordinate to the
rights of Lessor.  Lessee agrees to execute UCC financing statements as and when
requested  by Lessor  and  hereby  appoints  Lessor as its  attorney-in-fact  to
execute such financing statements. Lessor may file a photocopy of any Lease as a
financing statement.

Lessee will,  at its expense,  keep the Product free and clear from any liens or
encumbrances  of any kind (except any caused by Lessor) and will  indemnify  and
hold Lessor  harmless  from and  against any loss or expense  caused by Lessee's
failure to do so.  Lessee  shall give  Lessor  immediate  written  notice of any
attachment or judicial process affecting the Product or Lessor's  ownership.  If
requested,  Lessee  will label the  Product as the  property of Lessor and shall
allow, subject to Lessee's reasonable security  requirements,  the inspection of
the product during regular business hours.

5.  Use, Maintenance and Repair
Lessee,  at its own expense,  shall keep the Product in good repair,  appearance
and  condition,  other than  normal  wear and tear and shall  obtain and keep in
effect  throughout the term of the Schedule a hardware and software  maintenance
agreement with the manufacturer or other party  acceptable to Lessor.  All parts
furnished in connection with such repair and  maintenance  shall be manufacturer
authorized parts and shall immediately  become components of the Product and the
property  of  Lessor.  Lessee  shall  use the  Product  in  compliance  with the
manufacturer's or supplier's suggested guidelines.

6.  Delivery and Return of Product
Lessee assumes the full expense of transportation,  insurance,  and installation
to Lessee's site. Upon termination of each Schedule,  Lessee will provide Lessor
a letter from the manufacturer  certifying that the Product is in good operating
condition  and is eligible  for  continued  maintenance  and that the  operating
system is at the then current level,  unless under a Sun service contract during
the Lease Term.  Lessee,  at its  expense,  shall  deinstall,  pack and ship the
Product to a U.S. location  identified by Lessor.  Lessee shall remain obligated
to pay rent on the Product until the Product and  certification  are received by
Lessor.

7.  Assignment and Relocation
Lessee may  sublease or assign its rights  under this  agreement  with  Lessor's
prior  written  consent,  which  consent  shall  not be  unreasonably  withheld,
subject,  however,  to any terms and  conditions  which Lessor may  require.  No
permitted  assignment or sublease shall relieve Lessee or any of its obligations
hereunder.

Lessee  acknowledges  Lessor  may sell  and/or  assign its  interest  or grant a
security  interest in each Lease  and/or the  Product to an assignee  ("Lessor's
Assignee"),  so long as Lessee is not in default  hereunder.  Lessor or Lessor's
Assignee shall not interfere  with Lessee's right of quiet  enjoyment and use of
the Product. Upon the assignment of each Lease, Lessor's Assignee shall have any
and all discretions,  rights and remedies of Lessor and all references to Lessor
shall  mean  Lessor's  Assignee.  In no event  shall any  assignee  of Lessor be
obligated to perform any duty, covenant or condition under this Lease and Lessee
agrees it shall pay such  assignee  without  any  defense,  rights of set-off or
counterclaims and shall not hold or attempt to hold such assignee liable for any
of Lessor's obligations hereunder.

Lessee,  at its expense,  may relocate Product (after packing it for shipment in
accordance with the  manufacturer's  instructions)  to a different  address with
thirty (30) days prior written notice to Lessor.  The Product shall at all times
be used solely within the United States.

8.  Upgrades and Additions
Lessee may affix or install  any  accessory,  addition,  upgrade,  equipment  or
device on the Product  ("Additions")  provided  that such  Additions  (i) can be
removed without causing  material damage tot he Product,  (ii) do not reduce the
value of the Product and (iii) are obtained from or approved by Sun Microsystems
Computer  Corporation  and are not  subject to the  interest  of any third party
other than Lessor.  Any other  Additions may not be installed  without  Lessor's
prior written consent.  At the end of the Schedule Term, Lessee shall remove any
Additions  which (i) were not  leased by Lessor and (ii) are  readily  removable
without causing material damage or impairment of the intended function,  use, or
value of the Product and restore the Product to its original configuration.  Any
Additions  which are not so removable  will become the Lessor's  property  (lien
free).

9.  Lease End Options
Upon written  notice given at least ninety (90) days prior to  expiration of the
Lease Term, and provided Lessee is not in default under any Schedule, Lessee may
(i) exercise any purchase  option set forth on the  Schedule,  or (ii) renew the
Schedule for a minimum  extension period of twelve (12) months,  or (iii) return
the Product to Lessor at the expiration date of the Schedule pursuant to Section
6 above.

10.  Insurance, Loss or Damage
Effective  upon  shipment of Product to Lessee and until  Product is received by
Lessor,  Lessee shall provide at its expense (i)  insurance  against the loss or
theft  or  damage  to the  Product  for the  full  replacement  value,  and (ii)
insurance  against public liability and property damage.  Lessee shall provide a
certificate  of  insurance  that such  coverage  is in effect,  upon  request by
Lessor,  naming  Lessor  as  loss  payee  and/or  additional  insured  as may be
required.

Lessee shall bear the entire risk of loss,  theft,  destruction  of or damage to
any item of product. No loss or damage shall relieve Lessee of the obligation to
pay Rent or any other  obligation  under the  Schedule.  In the event of loss or
damage,  Lessee shall promptly notify Lessor and shall, at Lessor's option,  (i)
place the Product in good condition and repair, or (ii) replace the Product with
lien free Product of the same model,  type and  configuration  in which case the
relevant  Schedule  shall  continue  in full force and effect and clear title in
such Product shall automatically vest in Lessor, or (iii) pay Lessor the present
value of remaining  Rent plus the buyout  purchase  option price provided for in
the applicable Schedule.

11.  Selection, Warranties and Limitation of Liability
Lessee  acknowledges that it has selected the Product and disclaims any reliance
upon  statements  made by Lessor.  Lessee  acknowledges  and agrees that use and
possession  of the Product by Lessee shall be subject to and  controlled  by the
terms of any manufacturer's or, if appropriate,  supplier's warranty, and Lessee
agrees to look solely to the  manufacturer  or, if  appropriate,  supplier  with
respect to all  mechanical,  service and other claims,  and the right to enforce
all warranties made by said  manufacturer  are hereby assigned to Lessee for the
term of the Schedule.

EXCEPT AS SPECIFICALLY  PROVIDED  HEREIN,  LESSOR HAS NOT MADE AND DOES NOT MAKE
ANY  REPRESENTATIONS OR WARRANTIES,  EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, THE DESIGN, QUALITY,
CAPACITY OR  CONDITION OF THE PRODUCT,  ITS  MERCHANTABILITY  OR FITNESS FOR ANY
PARTICULAR PURPOSE. IT BEING AGREED THAT AS THE LESSEE SELECTED BOTH THE PRODUCT
AND THE SUPPLIER, NO DEFECT, EITHER PATENT OR LATENT SHALL RELIEVE LESSEE OF ITS
OBLIGATION HEREUNDER, LESSEE AGREES THAT LESSOR SHALL NOT BE LIABLE FOR SPECIFIC
PERFORMANCE OR ANY  LIABILITY,  LOSS,  DAMAGE OR EXPENSE OF ANY KIND  INCLUDING,
WITHOUT LIMITATION,  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL OR SPECIAL DAMAGES OF
ANY NATURE,  DAMAGES  ARISING FROM THE LOSS OF USE OF PRODUCT,  LOST DATA,  LOST
PROFITS, OR FOR ANY CLAIM OR DEMAND.

12.  Indemnity
Lessee shall indemnify and hold harmless  Lessor and Lessor's  Assignee from and
against any and all claims, actions, suits, proceedings,  liabilities,  damages,
penalties,  costs and expenses (including  reasonable  attorneys' fees), arising
out of the use, operation,  possession,  ownership (for strict liability in tort
only),  selection,  leasing,  maintenance,  delivery  or  return  of any item of
Product.

13.  Default and Remedies
Lessee  shall be in default of any Lease if (i) Lessee  fails to pay Rent within
ten (10) days of due date;  (ii) Lessee  fails to perform or observe or breaches
any covenant or condition or any  representation  or warranty in such Lease, and
such failure or breach continues  unremitted for a period of ten (10) days after
written notice from Lessor;  (iii) Lessee,  except as expressly permitted in the
Lease, attempts to move, sell, transfer, encumber, or sublet without consent any
item of Product leased under such Lease;  (iv) Lessee files or has filed against
it a petition in bankruptcy or becomes  insolvent or makes an assignment for the
benefit of creditors or consents to the  appointment of a trustee or receiver or
either shall be appointed for Lessee or for a  substantial  part of its property
without  its  consent,  or (v)  Lessee or any  guarantor  of Lessee is  declared
legally  deceased  or  if  Lessee  shall  terminate  its  existence  by  merger,
consolidation, sale of substantially all of its assets or otherwise.

Upon  default,  Lessor  may, at its  option,  take one or more of the  following
actions,  (i)  declare  all  sums  due and to  become  due  under  the  Schedule
immediately  due and payable,  (ii)  require  Lessee to return  immediately  all
Product  leased under such  Schedule to Lessor in  accordance  with  Paragraph 6
hereof,  (iii)  without  breach of the peace take  immediate  possession  of and
remove  the  Product;  (iv) sell any or all of the  Product at public or private
sale or otherwise dispose of, hold, use or lease to others, or, (v) exercise any
right or remedy which may be available to Lessor under applicable law, including
the right to recover damages for the breach of the Schedule. In addition, Lessee
shall be liable  for  reasonable  attorney's  fees,  other  costs  and  expenses
resulting  from any  default,  or the exercise of Lessor's  remedies,  including
placing such Product in the condition require by Paragraph 6 hereof. Each remedy
shall be cumulative and in addition to any other remedy  otherwise  available to
Lessor at law or in equity.  No express or implied  waiver of any default  shall
constitute a waiver of any of Lessor's other rights.

14.  Lessee's Representations
Lessee  represents and warrants for this Master Lease and each Schedule that the
execution,  delivery and  performance by Lessee have been duly authorized by all
necessary  corporate action; the individual  executing was duly authorized to do
so; the Master Lease and each Schedule  constitute valid,  binding agreements of
the Lessee  enforceable  in accordance  with their terms;  that all  information
supplied  by Lessee,  including  but not limited to the credit  application  and
other  financial  information  concerning  Lessee,  is accurate in all  material
respects as of the date  provided;  and if there is any material  change in such
information prior to manufacturer's or, if appropriate,  supplier's  shipment of
Product under the Schedule, Lessee will advise Lessor of such change in writing.

15.  Applicable Law
This Master  Lease and each  Schedule  shall in all  respects be governed by and
construed in accordance with the laws of the state of California  without giving
effect to the principles of conflict of laws.

16.  Miscellaneous
Lessee  agrees  to  execute  and  deliver  to  Lessor  such  further  documents,
including, but not limited to, financing statements,  assignments, and financial
reports and take such further action as Lessor may reasonably request to protect
Lessor's interest in the Product.

The  performance of any act or payment by Lessor shall not be deemed a waiver of
any  obligation  or default on the part of Lessee.  Lessor's  failure to require
strict performance by Lessee of any of the provisions of this Master Lease shall
not be a waiver thereof.  No rights or remedies referred to in Article 2A of the
Uniform  Commercial Code will be conferred on Lessee unless expressly granted in
this Master Lease.

This  Master  Lease   together   with  any  Schedule   constitutes   the  entire
understanding between the parties and supersedes any previous representations or
agreements  whether  verbal or written with respect to the use,  possession  and
lease of the Product described in that Schedule. In the event of a conflict, the
terms of the Schedule shall prevail over the Master Lease.

No amendment or charge of any of the terms or conditions herein shall be binding
upon  either  party  unless  they  are  made in  writing  and are  signed  by an
authorized  representative of each party. Each Schedule is  non-cancellable  for
the full term specified and each Schedule shall be binding upon, and shall inure
to the  benefit  of  Lessor,  Lessee,  and their  respective  successors,  legal
representatives and permitted assigns.

All agreements, representations and warranties contained herein shall be for the
benefit of Lessor and shall survive the execution,  delivery and  termination of
this Master Lease, any Schedule or related document.

Any  provision  of  this  Master   Agreement   and/or  each  Schedule  which  is
unenforceable shall not cause any other remaining provision to be ineffective or
invalid.  The captions set forth herein are for  convenience  only and shall not
define or limit any of the terms  thereof.  Any notices or demands in connection
with any Schedule  shall be given in writing by regular or certified mail at the
address indicated in the Schedule, or to any other address specified.

THIS MASTER LEASE SHALL BECOME EFFECTIVE ON THE DATE ACCEPTED BY LESSOR.

LESSOR:                                      LESSEE:

SUN MICROSYSTEMS FINANCE                     WORDCRUNCHER INTERNET TECHNOLOGIES,
A Sun Microsystems, Inc. Business            INC.

                                             By: _______________________________
By: _______________________________                (Authorized Signature)
      (Authorized Signature)
                                             Name: _____________________________
Name: _____________________________
                                             Title: ____________________________
Title: ____________________________
                                             Date: _____________________________
Date: _____________________________

<PAGE>

Sun Microsystems Finance
5500 Wayzata Boulevard, Suite 725
Golden Valley, MN 55416
800 786-3366

                        Lease Schedule ("Schedule") No. 001
                        To Master Lease Agreement ("Master Lease") No. SL7082094
--------------------------------------------------------------------------------
                  LESSEE                                  LESSOR
--------------------------------------------------------------------------------
NAME:    WordCruncher Internet Technologies,   SUN MICROSYSTEMS FINANCE
         Inc.                                  A SUN MICROSYSTEMS, INC.
ADDRESS: 405 East 12450 South                  BUSINESS
         Suite B                               901 SAN ANTONIO ROAD
         Draper, UT 84020                      PALO ALTO, CA 94303
ADMIN. CONTACT:   Mr. Ken Bell                 PHONE NO.: 800-786-3366
PHONE NO.:        801-816-9904                 FAX NO.: 612-513-3299

--------------------------------------------------------------------------------
              BILLING ADDRESS                        PAYMENT SCHEDULE
--------------------------------------------------------------------------------
                                               LEASE TERM:  24 MONTHS
Same as above                                  RENTAL:  $23,779.00* PER MONTH
                                               * Payments to be made via Auto-
                                               matic Bank Withdrawal
LESSEE PURCHASE ORDER NO.:                     SALES/USE TAX: Payment amount may
CONTACT:                                       be increased to
PHONE NO.:                                     include applicable sales/use tax.
--------------------------------------------------------------------------------
            LOCATION OF PRODUCT                     END OF LEASE OPTIONS
--------------------------------------------------------------------------------
Same as above                                  __X__   FMV PURCHASE OR RENEWAL
                                               _____   $1 PURCHASE OPTION
CONTACT:                                       _____   10% PURCHASE OPTION
PHONE NO.:                                     _____   OTHER:
--------------------------------------------------------------------------------

PRODUCT  DESCRIPTION AS DESCRIBED IN INTEGRATED BUSINESS SOLUTIONS QUOTATION NO.
Word 11-4-99 LESS INTEGRATED  BUSINESS  SOLUTIONS  EXHIBIT "A" ADDING INTEGRATED
BUSINESS  SOLUTIONS  QUOTATION  #'s  Word  11-3-99(1),  Word  11-30-99(2),  Word
11-30-99(3) Modified, Word 11-30-99(4),  Word 11-30-99(5), & Word 11-30-99(6), &
QWEST PRODUCTS & SERVICES PURCHASE ORDER FORMS DATED 11/23/99; TOTALING $97,688,
DATED 12/3/99;  TOTALING  $11,410,  & DATED 12/3/99;  TOTALING  $2,886  ATTACHED
HERETO.
--------------------------------------------------------------------------------
MASTER  AGREEMENT:  This  Schedule is issued and  effective  this date set forth
below  pursuant  to the  Master  Lease  identified  above.  All  of  the  terms,
conditions,  representations  and  warranties  of the  Master  Lease are  hereby
incorporated  herein and made a part hereof as if they were  expressly set forth
in this Schedule and this Schedule contains a separately  enforceable,  complete
and independent  lease with respect to the Product  described  herein.  By their
execution and delivery of this  Schedule,  the parties  hereby affirm all of the
terms, conditions, representations and warranties of the Master Lease.

The  additional  terms set forth on the  reverse  side hereof are made a part of
this Schedule.
--------------------------------------------------------------------------------
AGREED AND ACCEPTED BY:                       AGREED AND ACCEPTED BY:

SUN MICROSYSTEMS FINANCE                      LESSEE    WordCruncher Internet
A Sun Microsystems, Inc. Business                       Technologies, Inc.

BY: _________________________________         BY: /s/ James W. Johnston
NAME:  Vicki Kandl                            NAME:  James W. Johnston
TITLE:  Manager-Lease Originations            TITLE: Chairman
DATE: _______________________________         DATE:  13 Dec. 99

<PAGE>

Sun Microsystems Finance
5500 Wayzata Boulevard, Suite 725
Golden Valley, MN 55416
800 786-3366

Lease Schedule ("Schedule") No. 002
To Master Lease Agreement ("Master Lease") No. SL7082094
--------------------------------------------------------------------------------
                    LESSEE                            LESSOR
--------------------------------------------------------------------------------
NAME:    WordCruncher Internet Technologies,   SUN MICROSYSTEMS FINANCE
         Inc.                                  A SUN MICROSYSTEMS, INC.
ADDRESS: 405 East 12450 South                  BUSINESS
         Suite B                               901 SAN ANTONIO ROAD
         Draper, UT 84020                      PALO ALTO, CA 94303
ADMIN. CONTACT:   Mr. Ken Bell                 PHONE NO.: 800-786-3366
PHONE NO.:        801-816-9904                 FAX NO.: 612-513-3299
--------------------------------------------------------------------------------
          BILLING ADDRESS                           PAYMENT SCHEDULE
--------------------------------------------------------------------------------
Same as above                                  LEASE TERM:  24 MONTHS
                                               RENTAL:  $452.05* PER MONTH
LESSEE PURCHASE ORDER NO.:                     * Payments to be made using Auto-
CONTACT:                                       matic Bank Withdrawal
PHONE NO.:                                     SALES/USE TAX: Payment amount may
                                               be increased to
                                               include applicable sales/use tax.
--------------------------------------------------------------------------------
       LOCATION OF PRODUCT                        END OF LEASE OPTIONS
--------------------------------------------------------------------------------
Same as above                                  __X__   FMV PURCHASE OR RENEWAL
                                               _____   $1 PURCHASE OPTION
CONTACT:                                       _____   10% PURCHASE OPTION
PHONE NO.:                                     _____   OTHER:
--------------------------------------------------------------------------------
PRODUCT  DESCRIPTION  AS  DESCRIBED  IN QWEST  COMMUNICATIONS  QUOTATIONS  DATED
12/19/99 TOTALING $2,591.00 & DATED 12/3/99 TOTALING $12,503.00 ATTACHED HERETO.
--------------------------------------------------------------------------------
MASTER  AGREEMENT:  This  Schedule is issued and  effective  this date set forth
below  pursuant  to the  Master  Lease  identified  above.  All  of  the  terms,
conditions,  representations  and  warranties  of the  Master  Lease are  hereby
incorporated  herein and made a part hereof as if they were  expressly set forth
in this Schedule and this Schedule contains a separately  enforceable,  complete
and independent  lease with respect to the Product  described  herein.  By their
execution and delivery of this  Schedule,  the parties  hereby affirm all of the
terms, conditions, representations and warranties of the Master Lease.

The  additional  terms set forth on the  reverse  side hereof are made a part of
this Schedule.
--------------------------------------------------------------------------------
AGREED AND ACCCEPTED BY:                    AGREED AND ACCCEPTED BY:

SUN MICROSYSTEMS FINANCE                    LESSEE   WordCruncher Internet
A Sun Microsystems, Inc. Business                    Technologies, Inc.

BY: _______________________________         BY: /s/ Kenneth W. Bell
NAME:  Carrie A. Halvorson                  NAME:  Kenneth W. Bell
TITLE:  Sun Programs Manager                TITLE:  SRVP & CFO
DATE: _____________________________         DATE:  1/26/00

<PAGE>


                       ADDITIONAL TERMS FOR SMCC PRODUCTS

The  following  additional  terms and  conditions  shall  govern the use of SMCC
Products leased hereunder.

1.0  USE OF SOFTWARE

Lessee's use of any software Products  ("Software") provided under this Schedule
shall be governed by the object code license accompanying such Software.

2.0  WARRANTY

Product  warranties  may vary  depending  on the specific  SMCC Product  leased.
Applicable terms and conditions are as set out in the then current U.S. End User
Price List.  Software is warranted to conform to published  specifications for a
period of ninety  (90) days  from the date of  delivery.  SMCC does not  warrant
that: (i) operation of any Software will be uninterrupted or error free; or (ii)
functions  contained  in  Software  will  operate in  combinations  which may be
selected  for use by the  licensee or meet the  licensee's  requirements.  These
warranties extend only to Lessee as an original Lessee.

Lessee's  exclusive  remedy and SMCC's entire  liability under these  warranties
will be: (i) with respect to Product,  repair or at SMCC's option,  replacement;
and (ii) with respect to Software, use its best efforts to correct such Software
as  soon  as  practical   after   licensee  has  notified   SMCC  of  Software's
nonconformance.  If such repair,  replacement  or correction  is not  reasonably
achievable,  SMCC will  refund the rental  fee/license  fee.  Unless  Lessee has
executed an on-site service agreement,  repair or replacement will be undertaken
at a service location authorized by SMCC.

All Software customization is provided "AS IS", without a warranty of any kind.

No SMCC  warranty  shall apply to any Software that is modified  without  SMCC's
written  consent or any Product or  Software  which has been  misused,  altered,
repaired or used with  equipment or software not supplied or expressly  approved
by SMCC.

SMCC  reserves the right to change these  warranties at any time upon Notice and
without liability to Lessee or third parties.

EXCEPT AS SPECIFIED IN THIS  AGREEMENT,  ALL EXPRESS OR IMPLIED  REPRESENTATIONS
AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.

3.0  TRADEMARKS AND OTHER PROPRIETARY RIGHTS

"Trademarks" means all company names,  products' names, marks,  logos,  designs,
trade dress and other designations or brands used by Sun Microsystems, Inc., its
subsidiaries and affiliates ("Sun") in connection with Products, including, Sun,
Sun Microsystems,  the Sun logo, SPARCstation,  SPARCserver, and all Sun product
designs.

Lessee is granted no right, title, license or interest in the Trademarks. Lessee
acknowledges  Sun's rights in the  Trademarks and agrees that any and all use of
the Trademarks by Lessee shall inure to the sole benefit of Sun.

4.0  HIGH RISK ACTIVITIES

PRODUCTS ARE NOT FAULT-TOLERANT  AND ARE NOT DESIGNED,  MANUFACTURED OR INTENDED
FOR USE OR  RESALE  AS  ON-LINE  CONTROL  EQUIPMENT  IN  HAZARDOUS  ENVIRONMENTS
REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES,
AIRCRAFT NAVIGATION OR COMMUNICATION  SYSTEMS, AIR TRAFFIC CONTROL,  DIRECT LIFE
SUPPORT, OR WEAPONS SYSTEMS IN WHICH THE FAILURE OF PRODUCTS COULD LEAD DIRECTLY
TO DEATH,  PERSONAL INJURY,  OR SEVERE PHYSICAL OR  ENVIRONMENTAL  DAMAGE ("HIGH
RISK ACTIVITIES").  SMCC SPECIFICALLY  DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY
OF FITNESS FOR HIGH RISK ACTIVITIES.

Lessee  represents  and  warrants  that it will not use,  distribute  or  resell
Products  (including  Software) for High Risk Activities and that it will ensure
that its  end-users  or  customers  of Product are  provided  with a copy of the
notice in the previous paragraph.