TEXAS ASSOCIATION OF REALTORS(R)
                       IMPROVED PROPERTY COMMERCIAL LEASE
    USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
                           RELATORS IS NOT AUTHORIZED

1.     PARTIES:  The  parties to this lease are the owner of the Property  J. L.
       Hadfield  Rental Properties, L.L.C., (Landlord) and the tenant,  Humatech
       (Tenant).
2.     LEASED  PREMISES:  Landlord leases to Tenant the following described real
       property, known as the "leased premises" along with all its improvements:
       Number 3 (suite or unit), containing approximately 6,800 square feet  of
       rentable area, located within the (building or complex name) on the  land
       known  as  27711  Katy  Freeway  (address, city, state) which is  legally
       described or as described  on  attached  exhibit.  "Property"  means  the
       building or complex in which the leased premises  are  located, inclusive
       of any common areas, drives, parking areas, and walks.  The parties agree
       that  the  rentable area of the leased premises  may not equal the actual
       or usable area within the leased premises and may  include  an allocation
       of  common  areas  in  the  Property.
3.     TERM:
       A. Term:  The term of this lease is 12 months, commencing on July 1, 2001
          ----
          (Commencement  Date) and ending on  _____________  (Expiration  Date).
       B. Delay  of Occupancy: If Tenant is unable to occupy the leased premises
          on ------------------ the Commencement Date because of construction on
          the  leased  premises  to  be   completed  by  Landlord  that  is  not
          substantially  complete or a prior tenant's holding over of the leased
          premises,  Landlord  will  not  be liable to Tenant for such delay and
          this  lease will remain enforceable. In the event of such a delay, the
          Commencement Date will automatically be extended to the date Tenant is
          able  to  occupy  the  Property  and  the Expiration Date will also be
          extended  by  like  number  of  days,  so  that the term of this lease
          remains  unchanged.  If Tenant is unable to occupy the leased premises
          after the 30th day after the Commencement Date because of construction
          on  the  leased  premises  to  be  completed  by  Landlord that is not
          substantially  complete or a prior tenant's holding over of the leased
          premises,  Tenant may terminate this Lease by giving written notice to
          Landlord before the leased premises become available to be occupied by
          Tenant and Landlord will refund to Tenant any amounts paid to Landlord
          by  Tenant. This Paragraph 3B does not apply to any delay in occupancy
          caused  by  cleaning  or  repairs.
4.     RENT  AND  EXPENSES:
       A. Base Monthly Rent:  On or before the first day of  each  month  during
          ------------------
          this  lease,  Tenant will pay Landlord base monthly rent in the amount
          of  $1,700.00.  The  first  full base monthly rent is due on or before
          July  1,  2001.
       B. Prorated Rent:  If  the  Commencement  Date is on a day other than the
          -------------
          first  day  of  a month, Tenant will pay Landlord as prorated rent, an
          amount  equal  to  the  base  monthly rent multiplied by the following
          fraction:  the  number of days from the Commencement Date to the first
          day  of the following month divided by the number of days in the month
          in  which  this lease commences. The prorated rent is due on or before
          the  Commencement  Date.
       C. Additional  Rent:  In  addition  to  any base monthly rent or prorated
          ----------------
          rent, Tenant will pay  Landlord  all  other  amounts  as  provided  by
          the attached:
          (1)  Net  Addendum
          (2)  Percentage  Rent  Addendum
          (3)  Expense  Reimbursement  Addendum
          (4)  Expense  Addendum  for  Single-Tenant  Property
          (5)  Parking  Addendum
          (6)  $100  per  month  for  water  and  sewer
<PAGE>
       D. Place  of Payment:  Tenant will remit all amounts due  Landlord  under
          -----------------
          this  lease  to  J.L. Hadfield Rental Properties, L.L.C. at 50 S. 4350
          E.,  P.O.  Box  6, Lehi, Utah 84043-0006 or to such other person or at
          such  other  place  as  Landlord  may  designate  in  writing.
       E. Method  of  Payment:  Tenant  must pay all rent timely without demand,
          -------------------
          deduction,  or offset, except as permitted by law of lease. Time is of
          the  essence of the payment of rent. If Tenant fails to timely pay any
          amounts  due  under  this  lease  or if check of Tenant is returned to
          Landlord  by  the  institution  on  which  it  was drawn, Landlord may
          require  Tenant  to  pay  in  addition any other available remedy, all
          amounts  due  under this lease by certified funds by providing written
          notice  to  Tenant.
       F. Late Charges:  If Landlord does not actually receive a rent payment at
          ------------
          the  designated  place of payment within 5 days after date the rent is
          due,  Tenant  will  pay Landlord a late charge equal to 5% of the base
          monthly  rent.  The  mailbox is not an agent for receipt for Landlord.
          The  late  charge is a cost associated with the collection of rent and
          Landlord's  acceptance  of  the  late charge does not waive Landlord's
          right  to  exercise  remedies  under  Paragraph  20.
       G. Returned Checks:  Tenant will pay  $25.00 (not to exceed $25) for each
          ---------------
          check  Tenant tenders to Landlord which is returned by the institution
          on  which  it  is  drawn  for  any reason, plus any late charges until
          Landlord  receives  payment.
5.     SECURITY  DEPOSIT:  Upon  execution  of  this  lease,  Tenant  will pay a
       security deposit  to  Landlord  in  the amount  of  __________.  Landlord
       may  apply  the security deposit to any amounts owed by Tenant under this
       lease. If Landlord applies any part of the security  deposit  during  any
       time  this  lease is in effect to amounts owed  by  Tenant, Tenant  must,
       within  __  days  after  receipt  of  notice  from Landlord, restore  the
       security  deposit  to the amount stated.  Within a reasonable time  after
       lease  ends, Landlord will refund the security deposit to Tenant less any
       amounts  applied  toward  amounts  owed  by Tenant.
6      TAXES:  Unless  otherwise  agreed  by  the parties, Landlord will pay all
       real  property  ad  valorem  taxes assessed against the leased  premises.
7.     UTILITIES:  Tenant  will  pay  all  charges  for  the  use of all utility
       services  to the  leased  premises and any connection charges except the
       following which  will  be  paid  by  Landlord:  None.
       NOTICE:  Tenant  should  determine  if  any  and  all necessary utilities
       (e.g.,  water,  gas,  electricity,  telephone, sewer, etc.) available  to
       the leased premises, are adequate for Tenant's intended use, and the cost
       to  provide  the  necessary  utilities.
8.     TENANT'S  INSURANCE:
       A. During all times this lease is in effect, Tenant must maintain in full
          force  and  effect:
          (1)  public liability insurance from an insurer acceptable to Landlord
               in an amount not less than  $200,000.00  on  an occurrence  basis
               naming Landlord  as  an  additional  insured;
          (2)  personal  property   damage   insurance  for  Tenant's  business
               operations on the  leased premise from an insurer  acceptable  to
               Landlord in an amount not less than $100,000.00 on an  occurrence
               basis.
       B. Before the Commencement Date, Tenant must provide Landlord with a copy
          of  the  insurance  certificates  evidencing required coverage. If the
          insurance coverage  changes  in  any manner or degree at any time this
          lease  is  in  effect.  Tenant  must  provide  Landlord  a  copy of an
          insurance certificate evidencing such change  within  10  days  of the
          change.
       C. If  Tenant fails to maintain  the required insurance in full force and
          effect  at  all  times  this lease is in effect, Landlord may purchase
          such  insurance  on  behalf  of  Tenant  and  Tenant  must immediately
          reimburse  Landlord  for  such expense or exercise Landlord's remedies
          under  Paragraph  20.
       D. If there  is  an  increase  in  Landlord's  insurance premiums for the
          leased premises or Property or its contents that  is caused by Tenant,
          Tenant's  use  of  the leased premises, or any improvements made by or
          for  Tenant,  Tenant  will,  for each year the lease is in effect, pay
          Landlord  the  increase  immediately after Landlord notifies Tenant of
          the  increase.
9.     USE  AND  HOURS:  Tenant  may  use  the leased premises for the following
       purpose  and  no  other:
       A. Tenant's  Normal  Business  Hours:  Tenant's normal business hours are
          ---------------------------------
          (specify  hours,  days  of  week,  and  if  inclusive  or exclusive of
          weekends  and  holidays).  Tenant  will  keep the leased premises open
          substantially  during  Tenant's  normal  business  hours.
<PAGE>
       B. Building  Operating Hours:  The  building in which the leased premises
          -------------------------
          are  located maintains operating hours of (hours, days of week, and if
          inclusive or exclusive of weekends and holiday): NA. If Landlord is to
          provide  HVAC  services  to  the  leased  premises  under  this lease,
          Landlord  is  obligated  to  provide  HVAC  services  only  during the
          specified  building  operating  hours.
10.    LEGAL  COMPLIANCE:
       A. Tenant may not use or permit any part of the leased  premises  to  be
          used for:
          (1)  any  activity  which  is a nuisance or  is  offensive,  noisy  or
               dangerous;
          (2)  any  activity  that  interferes  with any other  tenant's  normal
               business operations or Landlord's  management  of  the  Property;
          (3)  any  activity  that  violates  any  applicable  law,  regulation,
               zoning   ordinance   restrictive   covenant,  government  owners'
               association  rules,  tenants' association rules, Landlord's rules
               or  regulations,  or  this  lease;
          (4)  any  hazardous  activity that would require any insurance premium
               on  the Property  or  leased  premises  to  increase  would  void
               any  such  insurance;
          (5)  any  activity  that  violates any applicable federal,  state,  or
               local  law,  including  but not limited to those laws relating to
               quality,  water  quality,  hazardous materials, wastewater, waste
               disposal,  air  emissions,  or  other  environmental  matters;
          (6)  the permanent or temporary storage of any hazardous  material; or
          (7)  NA
       B. "Hazardous  material" means any pollutant,  toxic substance, hazardous
          waste, hazardous material, hazardous solvent, or oil as defined by any
          federal,  state,  or local environmental law, regulation, ordinance or
          rule  existing  as  of  the  date  of  this  lease  or  later enacted.
       C. Landlord  does  not  represent or  arrant  hat  the leased premises or
          Property conform to applicable restrictions ordinances, setback lines,
          parking  requirements, impervious ground cover ratio requirements, and
          other  matters  as  they related to Tenant's intended use. Tenant must
                                                                     -----------
          satisfy  itself  that  the  leased  premises  may be used as Tenant is
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          independently  investigating  all  matters  related  to the use of the
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          leased  premises  or  Property.  Tenant  agrees  that  relying  on any
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          warranty  or representation made by Landlord, Landlord's agent, or any
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          broker  concerning  the  use  of  the  premises  or  Property.
          --------------------------------------------------------------
11.    SIGNS:
       A. Tenant may not post  or  paint  any  signs at, on, or about the leased
          premises  or Property without Landlord's written consent. Landlord may
          remove  any  unauthorized  sign,  and  Tenant  will promptly reimburse
          Landlord  for any expenses relating to the removal of any unauthorized
          sign.  Any  authorized  sign  must comply with all laws, restrictions,
          zoning  ordinances, governmental order relating to signs on the leased
          premises  or  Property.  Landlord  may  temporarily remove any and all
          signs to complete repairs or alterations to the leased premises or the
          Property.
       B. By providing written notice to Tenant before this lease ends, Landlord
          may  require Tenant, upon move-out and at Tenant's expense, to remove,
          without  damage  to  the Property or leased premises, any or all signs
          that  were  placed  on  the  Property  or leased premises by or at the
          request  of Tenant. Any signs that Landlord does not require Tenant to
          remove  and  any fixtures become the property of the Landlord and must
          be  surrendered  to  Landlord  at  the  time  this  lease  ends.
12.    ACCESS  BY  LANDLORD:
       A. During Tenant's normal business  hours  Landlord  may enter the leased
          premises for any reasonable purpose, including not limited to purposes
          for repairs, maintenance, alterations, and showing the leased premises
          to  prospective  purchasers.  Landlord  may access the leased premises
          after Tenant's normal business hours with Tenant's permission in order
          to  complete  repairs.  Landlord  will not unreasonably interfere with
          Tenant's  business  operations  when  accessing  leased  premises.
       B. During the last 30 days of this lease Landlord may place a "For Lease"
          or  similarly  worded  sign  in  the  leased  premises.
13.    MOVE-IN CONDITION:  Tenant has  inspected the leased premises and accepts
       it in its present (as-is) condition unless noted otherwise in this lease.
       Landlord  and any  agent have made no express or implied warranties as to
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       the conditional permitted use of the leased premises or Property.
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14.    MOVE-OUT  CONDITION  AND  FORFEITURE  OF  TENANT'S  PERSONAL  PROPERTY:
       A. At the time this lease ends, Tenant will surrender the leased premises
          in the same condition as when received, normal wear and tear excepted.
          Tenant will leave the leased premises in a clean condition free of all
          trash,   debris,   personal   property,   hazardous   materials,   and
          environmental  contaminants.  Before  this lease ends, Tenant will not
          provide  Landlord  with  a  report,  by  an  environmental engineer or
          assessor  acceptable  to  Landlord,  dated not earlier than before the
          date  this  lease  ends  that  indicates that no hazardous material or
          other  environmental  hazards  is  on  or  about  the  leased premises
<PAGE>
       B. If Tenant leaves any  personal  property  in the leased premises after
          Tenant  surrenders possession of the leased premises Landlord may: (1)
          require  Tenant,  at Tenant's expense, to remove the personal property
          by  providing  written  notice  to  Tenant or (2) retain such personal
          property  as  forfeited  property  to  Landlord.
       C. "Surrender"  means vacating the leased premises and returning all keys
          and  access  devices  to  Landlord.  "Normal  wear  and  tear"  means
          deterioration  that occurs without negligence, carelessness, accident,
          or  abuse.
       D. By providing written notice to Tenant before this lease ends, Landlord
          may  require  Tenant,  upon  move-out  at Tenant's expense, to remove,
          without damage to the Property or leased premises, any or all fixtures
          that  were  placed  on  the  Property  or leased premises by or at the
          request  of Tenant. Any fixtures that Landlord does not require Tenant
          to  remove become the property of the Landlord and must be surrendered
          to  Landlord  at  the  time  this  lease  ends.
15.    MAINTENANCE  AND  REPAIRS:
       A. Cleaning:  Tenant must keep the leased premises clean and sanitary and
          promptly  dispose  of all garbage in  appropriate receptacles.  Tenant
          will provide, at its expense, reasonable janitorial  services  to  the
          leased  premises.
       B. Repairs  of  Conditions  Caused  by  a Party: Each party must promptly
          repair  a  condition  caused,  either intentionally or negligently, by
          that  party  or that party's guests, patrons, invitees, contractors or
          permitted  subtenants.
       C. Repair and Maintenance Responsibility: Except as provided by Paragraph
          15B,  the  party  designated  below,  at its expense is responsible to
          maintain  and  repair  the  following  specified  items  in the leased
          premises.  The  specified  items  must  be  maintained  in:  (i) clean
          condition;  (ii)  good  repair;  and  (iii)  operable  condition. If a
          modification  to  any  of  the  specified  items is required by law or
          governmental regulation or order, the party designated to maintain the
          item  must  complete  and  pay  the  expense  of the modification. The
          specified items include and relate only to real property in the leased
          premises.  Tenant is responsible for the repair and maintenance of its
          personal  property.

                                                     N/A     Landlord     Tenant
          (1)  Foundation, exterior walls, roof,      __        __          __
               and other structural components,       __        __          __
          (2)  Glass and windows,                     __        __          __
          (3)  Fire protection equipment,             __        __          __
          (4)  Exterior & overhead doors,
               including closure devices, molding,
               locks, and hardware,                   __        __          __
          (5)  Grounds  maintenance, including
               landscaping and ground sprinklers,     __        __          __
          (6)  Interior doors, including closure
               devices, frames, molding, locks,
               and hardware,                          __        __          __
          (7)  Parking  areas  and  walks,            __        __          __
          (8)  Plumbing systems, drainage systems,
               electrical systems (including ballast
               and lamp replacement) & mechanical
               systems, except those specifically
               designated otherwise,                  __        __          __
          (9)  Heating Ventilation and Air
               Conditioning (HVAC) systems,           __        __          __
         (10)  Signs,                                 __        __          __
         (11)  Extermination and pest control,
               excluding wood-destroying insects,     __        __          __
         (12)  Storage yards and storage buildings,   __        __          __
         (13)  Wood-destroying insect treatment
               and repairs,                           __        __          __
         (14)  Cranes  and  related  systems,         __        __          __
         (15)  Parking  lot,                          __        __          __
         (16)  Grass & weeds in rear of building,     __        __          __
         (17)  All  other  items  and  systems,       __        __          __
         (18)  Tenant will fix minor item $100 or
               less - others go to Landlord,          __        __          __
       D. Repair  Persons: Repairs must  be  completed  by  trained,  qualified,
          and  insured  repair  persons.
<PAGE>
       E. HVAC  Service  Contract: If  Tenant  is  responsible  to  maintain the
          HVAC  system,  Tenant  is  not required to maintain, at its expense, a
          regularly  scheduled  maintenance  and  service  contract for the HVAC
          system. The maintenance service contract must be purchased from a HVAC
          maintenance  company  that  regularly  provides  such  contracts  of
          properties.  If  Tenant  fails to maintain a required HVAC maintenance
          and service contract in effect at all times during the lease, Landlord
          may  do  so  and  charge  Tenant the expense of such a maintenance and
          service  contract  of  Landlord's  remedies  under  Paragraph  20
       F. Common  Areas:  Landlord  will  maintain  any   common  areas  in  the
          Property in a manner as Landlord determines to be in the best interest
          of  the Property. Landlord will maintain any elevator and signs in the
          common  areas. Landlord may change the size, dimension and location of
          any common areas, provided that such change does not materially impair
          Tenant  's  access  to  the  leased premises. If a modification to the
          common  areas  is required by law or governmental regulations Landlord
          will  modify the item. Tenant has the non-exclusive license to use the
          common areas in compliance with rules and restrictions. Tenant may not
          solicit  any  business in the common areas or interfere with any other
          persons  who  use  the  common  areas.
       G. Notice  of  Repairs:  Tenant  must  promptly  notify  Landlord  of any
          item  that  is in need of repair and that is not his responsibility to
          repair.  All  requests  for  repairs  to  Landlord must be in writing.
       H  Failure  to  Repair:  Landlord  must  make a repair for which Landlord
          is responsible within a reasonable period of time that Tenant provides
          Landlord written notice of  the  needed  repair. If  Tenant  fails  to
          repair  or maintain an item for which Tenant is responsible within  10
          days after Landlord provides  Tenant  written  notice  of  the  needed
          repair  or  maintenance, Landlord may (1) repair or maintain the item,
          without  liability  for  any damage or loss to Tenant, and Tenant must
          immediately  reimburse Landlord for the cost to repair or maintain; or
          (2)  exercise  Landlord's  remedies  under  Paragraph  20.
16.    ALTERATIONS:
       A. Tenant  may  not  alter,  improve,  or  add  to  the  Property  or the
          leased  premises  without Landlord's written consent. Landlord may not
          unreasonably  withhold  consent  for  the  Tenant  to  make reasonable
          alterations,  modifications  or  improvements  to the leased premises.
       B. Tenant  may  not  alter  any  locks  or  any  security  devices on the
          Property  or  the leased premises without Landlord's consent. Landlord
          authorizes  the  changing, addition, or rekeying of any locks or other
          security  devices. Tenant must deliver the new keys and access devices
          to  Landlord.
       C. If  a  governmental  order  requires  alteration  or  modification  to
          the  leased  premises,  the party obligated to maintain the item to be
          modified  or  altered  as  designated  in  Paragraph  15  will, at its
          expense,  modify  or  alter the item in _____________________ with the
          order.
       D. Any alterations, improvements, fixtures or additions to  the  Property
          or leased premises installed by either party during the term  of  this
          lease will become Landlord's  property  and  must  be  surrendered  to
          Landlord  at  the  time  this lease  ends  except  for  those fixtures
          Landlord  requires  Tenant  to  remove  under  Paragraph  14 or if the
          parties  agree  otherwise  in  writing.
17.    LIENS:  Tenant  may  not  do  anything  that  will  cause  the  title  of
          the Property or leased premises to be encumbered in ______________. If
          Tenant  causes  a  lien  to  be  filed  against the Property or leased
          premises,  Tenant  will  within  20  days  after Landlord has notified
          Tenant  to  take  action  to  remove  the  lien,  pay the lien or take
          whatever  action  is  necessary  to  cause the lien to be removed from
          record.  Tenant  will  provide  Landlord  a copy of any release Tenant
          obtains  pursuant  to  this  paragraph.
18.    LIABILITY:  To the  extent  permitted by law, Landlord is NOT responsible
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       to  Tenant  or  Tenant's  employees, patrons, guests or invitees for any,
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       damages injuries,  or  losses  to  person  or  property caused by:
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       A. an act, omission, or  neglect of:  Tenant;  Tenant's  agent;  Tenant's
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          guest; Tenant's employees; Tenant's patrons; guests, invitees; or  any
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          other tenant of the  Property;
          -----------------------------
       B. fire,  flood,  water  leaks, ice, snow, hail, winds, explosion, smoke,
          ----------------------------------------------------------------------
          riot, strike,  interruption  of  utilities,  theft, burglary, assault,
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          vandalism,  other   persons,   environmental  contaminants,  or  other
          ----------------------------------------------------------------------
          occurrences or casualty losses.
          ------------------------------
19.    INDEMNITY:  Tenant  will  indemnify  and hold  Landlord harmless from any
       property damage, personal injury, _________ liabilities, damages, cost of
       repairs  or service to the leased premises or Property or any other  loss
       caused,  or  otherwise, by Tenant or Tenant's employees, patrons, guests,
       or  invitees.
20.    DEFAULT:
       A. If Landlord fails to comply with  this  lease  within  30  days  after
          Tenant  notifies  Landlord  of  Landlord's  failure  Landlord  will be
          in  default  and  Tenant  may  seek  any  remedy  provided by law. If,
          however,  Landlord's  notice  reasonably requires more than 30 days to
          cure,  Landlord will not be in default if the cure is commenced within
          the  period  and  is  diligently  pursued.
<PAGE>
       B. If  Landlord  does  not  actually receive at the place designated for
          payment  any  rent due  under  this  lease  within  5 days after it is
          due,  Tenant  will  be in default. If Tenant fails to comply with this
          lease  for  any  other  reason  within 10 days after Landlord notifies
          Tenant  of  its  failure  to  comply,  Tenant  will  be  in  default.
       C. If Tenant is in default, Landlord may: (i) terminate Tenant's right to
           occupy  the  leased  premises  by  providing  Tenant  with at least 3
          days  written  notice; and (ii) accelerate all rents which are payable
          during  the  remainder  of  this  lease  or any renewal period without
          notice or demand. Landlord will attempt to mitigate any damage or loss
          caused  by  Tenant's  breach.  If Tenant is in default, Tenant will be
          liable  for:
          (1)  any  lost  rent;
          (2)  Landlord's  cost  of  reletting  the  leased  premises, including
               brokerage  fees,  advertising  fees,  and  other  fees  necessary
               to  relet  the  leased  premises;
          (3)  repairs  to  the  leased  premises  for use beyond  normal  wear
               and tear;
          (4)  all  Landlord's  costs  associated  with eviction of Tenant, such
               as  attorney's fees, court costs, and prejudgment interest;
          (5)  all  Landlord's  costs  associated  with  collection of rent such
               as  collection  fees,  late  charges, and returned check charges;
          (6)  cost of removing any equipment  and  trade-fixtures  left  on the
               leased  premises  by  Tenant;
          (7)  cost  to  remove  any trash, debris, personal property, hazardous
               materials,  or  environmental  contaminants  left  by  Tenant  or
               Tenant's employees, guests, or invitees in the leased premises or
               Property;  and
          (8)  any  other  recovery  to  which  Landlord may be entitled by law.
21.    ABANDOMENT,  INTERRUPTION  OF  UTILITIES,  REMOVAL OF  TENANT'S PROPERTY,
       AND  LOCKOUT: Chapter 93 of the Texas Property  Code  governs the  rights
       and  obligations  of  the  parties  with  regard  to: (a) abandonment  of
       the leased premises; (b) interruption of utilities; (c) removal  of
       Tenant's personal property; and (d) "lock-out" of Tenant.
22.    HOLDOVER:  If  Tenant  fails  to  vacate the leased  premises at the time
       this  lease  ends,  Tenant  will become a tenant-at-will and must  vacate
       the  leased  premises  immediately upon receipt of demand from  Landlord.
       No  holding  over by Tenant, with or without  the  consent  of  Landlord,
       will   extend  this  lease.   Tenant  will  indemnify  Landlord  and  any
       prospective tenants for  any  and  all  damages  caused  by the holdover.
       Rent for  any  holdover  period  will  be 2 times the base monthly  rent
       plus  any  additional  rent  calculated  on  a  daily basis and  will  be
       immediately  due and payable daily without notice or demand.
23.    LANDLORD'S  LIEN  AND SECURITY INTEREST:  To secure Tenant's  performance
        under  this  lease,  Tenant  grants  to  Landlord  a  lien  and security
       interest  against  all of Tenant's nonexempt personal property that is in
       the leased premises or Property. This lease is a security  agreement  for
       the  purposes of the Uniform Commercial Code. Landlord may file a copy of
       this  lease  as  a  financing  statement.
24.    ASSIGNMENT  AND SUBLETTING:  Tenant may not assign this lease or  subject
       any  part  of  the leased premises without Landlord's written consent. An
       assignment of this  lease  or  subletting  of the leased premises without
       Landlord's written consent is voidable by  Landlord.  If  Tenant  assigns
       this lease or sublets any part of the leased premises, Tenant will remain
       liable for all  of  Tenant's  obligations  under  this  lease  regardless
       if the assignment  or  sublease  is  made with or without the consent  of
       Landlord.
25.    RELOCATION:  By  providing  Tenant  with  not  less than 90 days advanced
       written  notice,  Landlord  may  require Tenant to  relocate  to  another
       location  in  the  Property, provided that the other location is equal in
       size  or  larger  than  the  leased  premises then occupied by Tenant and
       contains similar leasehold improvements. A relocation of Tenant will  not
       change or affect any other provision of this lease that is then in effect
       including rent and reimbursement amounts, except that the description  of
       the suite or unit  number  will  automatically  be  amended.
26.    SUBORDINATION:
       A. This lease and Tenant's  leasehold  interest  are and will be subject,
          subordinate,  and  inferior  to:
          (1)  any  lien,  encumbrance,  or ground lease now or hereafter placed
               on  the  leased  premises  or  the  Property by Landlord;
          (2)  all  advances  made  under  any such lien, encumbrance, or ground
               lease;
          (3)  the  interest  payable  on  any  such  lien  or  encumbrance;
          (4)  any   and   all  renewals  and  extensions  of  any  such  lien,
               encumbrance, or ground  lease;
          (5)  any  restrictive  covenant affecting  the leased premises or the
               Property; and
          (6)  the  rights  of  any  owners'  association  affecting the leased
               premises or Property.
       B. Tenant  must,  on  demand,  execute  any instrument subordinating this
          lease  as  Landlord  may  request, provided that such subordination is
          made  on  the condition that this lease and Tenant's rights under this
          lease  are  recognized  by  the  lien-holder.
27.       ESTOPPEL  CERTIFICATES:  Within  10  days  after  receipt of a written
          request  from Landlord, Tenant will execute and deliver to Landlord an
          estoppel  certificate  that  identifies: (a) when this lease commences
          and ends; (b) any amendments to this lease; (c) any rights that Tenant
          may  have  to  extend  this  lease  or purchase the Property or leased
<PAGE>
          premises;  (d)  any default by Landlord; and (e) any other information
          reasonably  requested  in  the  certificate.
28.    CASULATY  LOSS:
       A. Tenant must immediately  notify Landlord  of  any casualty loss in the
          leased  premises. Within 20 days after receipt of Tenant's notice of a
          casualty  loss, Landlord will notify Tenant if the leased premises are
          less  than  or more than 50% unusable, on a per square foot basis, and
          if  Landlord  can substantially restore the leased premises within 120
          days  after  Tenant  notifies  Landlord  of  the  casualty  loss.
       B. If the leased premises  are  less  than  50% unusable and Landlord can
          substantially restore the leased premises within 120 days after Tenant
          notifies  Landlord  of  the casualty, Landlord will restore the leased
          premises  to  substantially the same condition as before the casualty.
          If  Landlord  fails to substantially restore within the time required,
          Tenant  may  terminate  this  lease.
       C. If  the  leased  premises  are more than 50% unusable and Landlord can
          substantially restore the leased premises within 120 days after Tenant
          notifies  Landlord  of  the casualty, Landlord may; (1) terminate this
          lease;  or  (2)  restore the leased premises to substantially the same
          condition  as  before the casualty. If Landlord chooses to restore and
          does  not  substantially  restore  the leased premises within the time
          required,  Tenant  may  terminate  this  lease.
       D. If Landlord notifies Tenant that Landlord cannot substantially restore
          the  leased premises within 120 days after Tenant notifies Landlord of
          the  casualty  loss,  Landlord  may:  (1)  choose  not  to restore and
          terminate  this  lease; or (2) choose to restore, notify Tenant of the
          estimated  time  to  restore,  and give Tenant the option to terminate
          this  lease  by  notifying  Landlord  within  10  days.
       E. If  this  lease does not terminate because of casualty loss, rent will
          be reduced from the date Tenant notifies Landlord of the casualty loss
          to  the  date  the  leased  premises  are substantially restored by an
          amount  proportionate  to the extent the leased premises are unusable.
29.    CONDEMNATION: If after a condemnation or purchase in lieu of condemnation
       the  leased premises are totally unusable for the purposes stated in this
       lease,  this  lease  will  terminate. If after a condemnation or purchase
       in  lieu  of  condemnation the leased premises are partially unusable for
       the  purposes  stated  in  this  lease, this lease will continue and rent
       will be reduced in an amount  proportionate  to  the  extent  the  leased
       premises  are unusable.  Any  condemnation  aware  or proceeds in lieu of
       condemnation  are the property of Landlord and Tenant  has  no  claim  to
       such proceeds or  award. Tenant may seek compensation from the condemning
       authority  for  its  moving  expenses  and  damages to Tenant's personal
       property.
30.    ATTORNEY'S  FEES:  Any  person   who  is  a prevailing party in any legal
       proceeding  brought  under  or  related  to  the transaction described in
       this  lease  is  entitled  to  recover  prejudgment  interest, reasonable
       attorney's fees, and all other costs of litigation from the nonprevailing
       party.
31.    REPRESENTATIONS:  Tenant's  statements in this lease and any  application
       for  rental are material representations relied upon  by  Landlord.  Each
       party  signing this lease represents that he or she is of  legal  age  to
       enter  into a binding contract and is authorized to sign  the  lease.  If
       Tenant makes any misrepresentation in this lease or  in  any  application
       for  rental,  Tenant  is  in  default. If Landlord is not  aware  of  any
       material  defect  on  the  Property  that  would affect  the  health  and
       safety  of  an  ordinary  person  or  any  environmental  hazard   on  or
       affecting  the  Property  that would affect the health or  safety  of  an
       ordinary  person,  except:  none.
<PAGE>
32.    ADDENDA:  Incorporated  into  this  lease  are  the addenda, exhibits and
       other information marked in the Addenda an Exhibit section of  the  Table
       of Contents.  If Landlord's Rules and Regulations are made part  of  this
       lease, Tenant agrees to comply with the Rules and Regulations as Landlord
       may, at discretion,  amend  from  time  to  time.
33.    AGREEMENT  OF  PARTIES:
       A. Entire  Agreement:  This lease contains the  entire  agreement between
          -----------------
          Landlord  and  Tenant  and  may  not  be  changed  except  by  written
          agreement.
       B. Binding  Effect:  This lease is binding upon and inures to the benefit
          ---------------
          of the  parties and their respective heirs, executors, administrators,
          successors, and  permitted  assigns.
       C. Joint  and Several:  All Tenants are  jointly and severally liable for
          ------------------
          provisions  of  this  lease.  Any  act  or  notice to, or refund to or
          signature  of,  any  one  or more of the Tenants regarding any term of
          this lease, its renewal, or its termination is binding on all Tenants.
       D. Controlling  Law:  The  laws  of  the  State  of  Texas   govern   the
          ----------------
          interpretation,  performance,  and  enforcement  of  this  lease.
       E. Severable  Clauses:  If any clause in  this  lease is found invalid or
          ------------------
          unenforceable  by a court of law, the remainder of this lease will not
          be  affected  and all other provisions of this lease will remain valid
          and  enforceable.
       F. Waiver:  Landlord's delay, waiver, or non-enforcement of acceleration,
          ------
          contractual  or  statutory  lien,  rental due date, or any other right
          will  not  be  deemed  a  waiver  of any other or subsequent breach by
          Tenant  or  any  other  term  in  this  lease.
       G. Quiet  Enjoyment:  Provided  that  Tenant  is  not  in default of this
          ----------------
          lease, Landlord covenants that Tenant will enjoy possession and use of
          the  leased  premises  free  from  serious  interference.
       H. Force  Majeure:  If Landlord's performance of  a term in this lease is
          --------------
          delayed  by  strike,  lock-out,  shortage  of  material,  governmental
          restriction, riot, flood, or any cause outside Landlord's control, the
          time  for Landlord's performance will be abated until after the delay.
34.    NOTICES:  All  notices  under  this  lease  must  be  in  writing and are
       effective  when  hand-delivered,  sent  by mail,  or  sent  by  facsimile
       transmission to:

Tenant                                              Landlord
at  the  address of the leased premises             at 50 S. 1350 E, P.O. Box 6
                                                    Lehi,  Utah  84043-0006
                                                    Fax:  801-758-3553

with  a  copy  to:  Tenant                          with  a  copy  to:
at  1718  Fry  Road,  #450
Houston,  TX  77084

35.    SPECIAL  PROVISIONS:
       A. A  Tenant is allowed to use Yard Space at the rear of the building the
          width  of the leased  space  and  approximately  100  feet  in  depth.
       B. During  the  lease  term  or  any  extension, if the property is sold,
          Landlord has the right to cancel the lease if required by a new owner.
          Landlord  must  give  the  Tenant  60  days  to  vacate  the premises.
       C. Tenant  is  given  an option to extend this lease for one year and the
          rent  will  be  $800.000  per  month  (a  5%  increase).

Real  estate  brokers  are  not  qualified  to  render  legal  advice,  property
inspections,  surveys,  engineering  studies  (e.g.,  studies of the structures,
drainage,  and soil conditions), environmental assessment, tax advice, financial
advice,  or  inspections  to  determine  compliance  with  zoning,  governmental
regulations, or any law (e.g., ADA, Texas Architectural Barriers Statute, etc.).
The  parties  should  seek  experts  to render such services.  Selection of such
experts  is  the  responsibility  of the parties and not the real estate broker.
The  terms  of this lease are negotiable among the parties.  This is intended to
be  a legal agreement binding upon final acceptance.  READ IT CAREFULLY.  If you
do  not  understand  the  effect  of  this  Lease,  consult your attorney BEFORE
signing.


                         6/20/01                 /s/  David  Williams    6/20/01
--------------------------------                 -------------------------------
Landlord J.L. Hadfield Rental Properties, LLC    Tenant                     Date
By:  /s/ John L. Hadfield
     --------------------
as   John L. Hadfield (owner) for Landlord
     -------------------------------------