WESTGATE BUSINESS CENTER

                         LEASE AGREEMENT

This agreement made and entered into as of the 20th day of November, 2003, by
and between WESTGATE BUSINESS CENTER, hereinafter referred to as "Lessor", and
Pacific Webworks, Inc. of 180 South 300 West, Suites #400, Salt Lake City,
Utah 84101(address) hereinafter referred to as "Lessee".

1. PREMISES LEASED TO TENANT

A. Lessor hereby leases to Lessee those Premises located at 180 South 300
West, Salt lake City, Utah, identified as Suites #400 & 450, as shown on
Exhibit A, attached hereto. The premises shall be bounded by the interior
surfaces of the floors, walls, ceilings, windows and doors, together with all
fixtures and improvements contained therein.

B. Lessee shall have nonexclusive right-of-way with respect to the leased
premises, its improvements and the land on which they are located as may be
reasonably necessary for access to and ingress and egress from the premises
and the right to use for necessary purposes along with other lessees and users
of the building any improvements associated with the building such
as rest rooms and other non-restricted common areas.

C. Lessee shall have a nonexclusive right to the use of the parking lot on the
premises as provided herein. Lessee is hereby advised that the parking lot
will be leased for public parking for certain events after 5:00 P.M. and on
weekends, and on those occasions parking stalls may not be available. It is
expressly agreed that Lessee and its agents, servants and employees shall
not occupy more than a total of 20 parking stalls in the parking lot on the
premises on a regular basis. Lessee shall pay to Lessor a monthly parking fee
of $25.00j per month for each stall it occupies during business hours in
addition to Lessee's payment for lease of the premises, which payments shall
be paid together monthly.

2. TERM OF LEASE.

This lease shall commence on January 1, 2004 , and shall continue through
December 31, 2006, for a total of   36**   months. In the event Lessee remains
in tenancy after the expiration of this lease, either party may terminate by
giving the other party written notice of at least thirty (30) days prior
thereto; but without such 30-day written notice this lease shall continue upon
the same terms, covenants and conditions as before, on a month-to-month
tenancy basis until terminated.

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3. RENT AND PAYMENT OF RENT.

A. Basic Annual Rent. For the first year of this lease Lessee agrees to pay to
Lessor monthly as rental for the leased premises the amount of $**** , which
shall be the "Base Lease Payment".

B. Cost of Living Increase: None.

D. Late fees. All late payments shall bear a five percent (5) late fee for
each month for which the payment is received after the fifth day.

E. Payments. All payments are payable at Lessor's office at 180 South 300
West, Suite 120, Salt Lake City, Utah 84101. All payments shall be payable in
advance and without demand, claims, set-offs, or counterclaims of any kind
against the property leased or Lessor. Lessee's failure to pay such payments
and late fees shall constitute a material breach of this lease.

  January 1, 2004 thru December 31, 2004 will be at the rate of $7,647.
  January 1, 2005 thru December 31, 2006 will be at the rate of $12.00 per sq.
    ft = $8,480.

4. SECURITY DEPOSIT.

Concurrently with the execution of this Lease, Lessee shall deposit with the
Lessor a sum equal to the first month's rent, in the amount of ($ Transferred)
, _______________________ dollars to be held as a security deposit to insure
the faithful performance by Lessee of all the terms, covenants, and conditions
of this least. Upon termination of this lease and vacating of the leased
premises by Lessee, Lessor shall refund to Lessee within ten (10) days said
deposit less any sums required to be spent by Lessor to clean up the premises
or to repair damages or pay expenses caused by Lessee during the term of this
lease.

5. USE OF PREMISES.

The Lessee shall use the premises for general office uses only and for no
other purposes whatsoever without the prior written consent of Lessor. Lessor
hereby consents to the following express use of the premises:   Office space

Lessee shall not store nor use on the premises materials which included
flammables, explosives, nor give off gases or odors, shall not contain
foodstuffs except in sealed containers, shall not contain anything living,
except as otherwise specifically provided herein and shall not in any manner
be offensive to nor cause danger to the other tenants of the building, nor
cause danger to the other tenants of the building, nor shall Lessee violate
any provision of Lessor's insurance policy covering the building. Lessee shall
not keep nor use on the provision of Lessor's insurance policy covering the
building. Lessee shall not keep nor use on the premises any article, item or
thing prohibited by the terms of the hazard insurance policy covering the
building. Lessee shall not commit nor allow to be committed any waste on the
premises or any nuisance or act which would disturb the quite enjoyment of the
space by any other occupant of the building. Lessee shall at its own cost and
expense comply with all applicable requirements of all municipal, county,
state, federal and other governmental authorities at all times and shall
obtain all permits or licenses and approvals that may be necessary for conduct
of Lessee's business.

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6. CONDITION OF LEASED PREMISES.

Lessor shall provide Lessee within the leased premises with secure walls,
doors, windows and ceilings. The building elevator, all access doors to the
building and access doors to the leased premises shall be working order.
Lessee shall be provided with keys to any areas necessary to allow it free and
unencumbered use of its leased premises. Office spaces of the building shall
be heated and air-conditioned. All other conditions of the building are
accepted by Lessee as is with no additional burden on Lessor to make
improvements or changes during the term of the lease except as expressly
provided herein. At the termination of the lease, Lessee shall peacefully
surrender the premises and all improvements therein to Lessor in the condition
as good as when received, subject to reasonable wear and tear.

     See Lease Addendum Attached****

7. MAINTENANCE OF PREMISES; UTILITIES.

Following acceptance of the leased premises, Lessee shall pay for changes to
the leased premises including any decorating or improvements required by it
during the term of the lease. Lessor shall provide adequate utilities to the
premises or Lessee's normal office usage but Lessee shall be responsible to
pay for any operating costs above those incurred for normal business
operations. The parties agree to the following special utility arrangements:

     None

Structural repairs, outside glass breakage, trash removal and snow removal
shall be provided by Lessor. Any damages caused by Lessee shall be repaired at
the expense of Lessee. No alterations to the premises shall be permitted by
Lessee without the express prior written consent of Lessor. Janitorial
services which shall include garbage removal and (illegible) vacuuming at a
minim shall be provided twice weekly in Lessee's space and daily in all common
areas.

8. TAXES.

Lessor shall pay all property taxes levied or assessed against the real estate
of the leased premises during the term of this lease. Lessee shall pay all
personal property taxes assessed upon the materials placed within the leased
premises by Lessee. Lessee shall pay all taxes, fees and permits assessed to
it or its business upon the leased premises during the term of this lease.

9. INSURANCE.

Lessor shall provide and maintain throughout the term of the lease a policy of
fire and extended coverage insurance upon the premises and all fixtures and
improvements thereon against loss by fire and other casualty in an amount
determined by Lessor it its reasonable discretion, but such policy shall not
insure Lessee's property nor office contents. Lessee shall at its own cost and
expense maintain throughout the term of the lease a policy of public liability
and property damage insurance against all liabilities related to its use of
the premises with limits of not less than $100,000 per occurrence for personal
injuries to or deaths of persons and not less than $300,000 for damage to
property resulting from any one occurrence. The policy shall name as insured
the Lessor and the Lessee and persons designated by Lessor. In the event
Lessee fails to maintain such a policy Lessee shall be deemed to be a
self-insurer for the same coverage. Lessee shall furnish Lessor with
satisfactory evidence of such insurance within fifteen (15) days following
Lessor's written request. Such policy shall provide that Lessor be given at
least fifteen (15) days notice prior to the effective date of cancellation or
of any material change in such policy of Lessee. Lessee shall obtain and
maintain any required workmen's compensation insurance upon its own employees.
Lessee waives

<PAGE>

all rights of recovery against Lessor or its agents on account of loss damage
(illegible) to Lessee to the extent that such loss or damages are covered
under any insurance policies carried by Lessee in force at the time of such
loss or damage. Lessee shall cause each insurance policies carried by Lessee
in force at the time of such loss or damage. Lessee shall cause each insurance
policy obtained by it hereunder to provide such waiver.

10. INDEMNIFICATION AND LIENS.

Each party agrees to protect, defend, indemnify and save harmless the other
from all claims liability and damages arising out of or in connection with
injuries to any person or persons or the property of any person arising out of
or in connection with injuries to any person or persons or the property of any
person arising out of or in any manner related to Lessor's and Lessee's
operations on the leased premises. This indemnification applies to all acts or
omissions of the parties hereto and their agents, employees and invitees
except and only for the negligence of Lessee or Lessor or their agents or
employees and invitees.

11. CASUALTY LOSS.

If the premises are completely destroyed by fire or other casualty, this lease
shall terminate on the date of such fire or casualty, and no rental amount
shall accrue or be paid on this lease thereafter. In the event of partial
destruction or damage so as to render the premises totally or partially
untenable, either party may terminate this lease by giving written notice
thereof to the other party within fifteen (15) days after said destruction or
damage.  In the event of either of the foregoing terminations, the Lessor
shall not be liable for damages of any kind because of such termination. In
the event of any such casualty, Lessor shall give written notice of such event
within thirty (30) days of such occurrence.

12. CONDEMNATION.

If at any time during the term hereof the leased premises or any part thereof
are taken or condemned by public authority under the laws of eminent domain,
this lease shall terminate and all compensation if any awarded by reason of
the taking shall be paid to Lessor, and Lessee shall not be entitled to any
portion of the condemnation award.

13. ASSIGNMENT AND SUBLETTING.

Lessee shall not have the right to assign or encumber its rights in this lease
or in the premises or to let or sublet premises or any part thereof without
the prior written consent of Lessor, which consent shall not be unreasonably
withheld. No consent to any such assignment, encumbrance or subletting shall
constitute a waiver or consent as to any future assignment, encumbrance or
subletting.

14. INSPECTION OF PREMISES.

Lessor may at all reasonable times enter upon the leased premises for the
purposes of Inspection.

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15. SIGNS.

Lessor shall provide a directory to the premises and shall identify by
appropriate signs the location of Lessee's business space when Lessee signs a
lease for an initial term of at least one year  otherwise, Lessee shall pay
for all costs of such signs. No other signs of any kind shall be erected
or displayed by Lessee without the prior written consent of Lessor.

16.TERMINATION.

Upon the expiration of the term of this lease or upon (illegible) ten (10)
days thereafter remove from the leased premises all of its personal property
and clean up and remove from the premises all rubbish and debris and restore
and leave the premises in an orderly and safe condition and surrender
possession thereof to Lessor, all subject to Lessor's final orderly and safe
condition and surrender possession thereof to Lessor, all subject to Lessor's
final approval. In the event Lessee fails to comply with these requirements,
Lessor may undertake such removal and clean- up at the sole cost of Lessee. In
the event Lessee fails to make payment of any rentals due hereunder or
otherwise defaults in the performance of any covenant or condition of this
lease, Lessor may at its option give Lessee written notice of such intention
to terminate the lease. Lessee shall have a period of ten (10) days after date
of such notice within which to cure such default. At the expiration of said
ten (10) days the lease shall terminate without further notice and upon such
termination all rights of Lessee hereunder shall cease and terminate and
Lessor may reenter and retake possession of the leased premises without legal
process and remove Lessee therefrom. No such termination shall release Lessee
from the obligation for payment of any sums that may then be due or from any
other obligations it has undertaken under the terms of this agreement. Lessee
hereby expressly waives any and all rights of redemption in the event of such
default.

17. REMEDIES.

Following default by Lessee of the terms of this lease Lessor shall be
entitled to pursue all remedies now or hereafter provided by law for enforcing
the provisions of this lease and the Lessor's rights hereunder, including the
right to reenter the premises, change the locks and lock up Lessee's goods
until paid all amounts due from Lessee. If Lessor does not elect to terminate
Lessee's obligations to pay rent and perform according to the lease, this
agreement shall continue unabated. In the event of any default hereunder  by
the Lessee, Lessor shall be entitled to recover from Lessee all costs and
expenses incurred by Lessor in the enforcement of this lease agreement and its
rights hereunder including reasonable attorney's fees and costs of court. In
the event of default by Lessor, Lessee shall give Lessor written notice
thereof specifying the default and Lessor shall have thirty (30) days within
which to cure or rectify the same. Lessee's sole remedy in the event of a
breach or default by Lessor shall be to terminate the lease agreement in
which event Lessee shall vacate the leased premises within ten (10) days after
such termination.  Landlord shall have a lien for unpaid rent against all of
Tenant's nonexempt personal property that is located in the Property and may
seize such nonexempt property if Tenant fails to pay rent timely or otherwise
causes damage to Landlord.. Landlord may collect a charge for packing,
removing, or storing property seized in addition to any other amounts Landlord
is entitled to receive. Landlord may sell or dispose of any seized property in
accordance with the provisions of the Utah Code.

<PAGE>

18. NOTICES.

All notices to be served hereunder by either party shall be in writing and
shall be served by registered U.S. Mail addressed to the party to be notified
with return receipt requested. Any notices to Lessor, Westgate Business
Center, shall be sent to the attention of:

                                   Richard F. Gordon
                                   180 South 300 West, Suite 120
                                   Salt Lake City, Utah 84101

All notices to the Lessee shall be sent as follows:

                                   Pacific Webworks, Inc.
                                   180 South 300 West, Suite 400
                                   Salt Lake City, Utah 84101

or to such other address as the parties may from time to time hereinafter
designate by notice to each other.

19. BINDING EFFECT.

This lease shall be binding upon and inure to the benefit of the parties
hereto and their heirs, legal representatives, successors in interest and
assigns.

20. ENFORCEMENT.

This agreement shall be interpreted in accordance with the laws of the State
of Utah and all actions brought to enforce it shall be brought before the
courts of the Third Judicial District of the State of Utah.

21. OTHER.

     A. Lessor agrees to shampoo all existing carpets of Lessee during
        December 2003.
     B. Lessor agrees to replace the existing carpet in the new large room at
        the south end of Lessee's space with new carpets as soon as possible.
     C. Lessor agrees to replace all carpets in the common area hallway and
        foyer as soon as possible, but no later than January 2004.
     D. Lessor will replace all existing carpet in suite #400 with new carpet
        during December, 2004 or not later than January, 2005.
     E. Lessor agrees to repaint all common area hallway walls by end of
        January 2004.
     F. Lessor will repair any roof leaks immediately upon learning of them.
     G. Lessee agrees to return the new large south room which it is modifying
        from three small rooms into one large room back to its former layout
        and design at the request of Lessor at the termination of Lessee's
        lease.

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Executed as of the dates shown below.

LESSEE:                                  LESSOR:

By      Kenneth W. Bell                   By:    Richard Gordon
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Name    Kenneth W. Bell                   Title  Manager
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Title   CEO                               Date   11/24/03
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Date:   11/24/03
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Phone # (801) 578-9020
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Tax I.D.
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