COMMERCIAL LEASE


This  Lease is made and  entered  into  this  1st day of  November,  1999 by and
between FRE  CORPORATION  III, a California  corporation,  as Lessor and Dynatec
International, Inc. a Utah corporation, as Lessee.

WHEREAS,  this Lease is made and  entered  into with regard to the acres of real
property located at approximately  3820 Great Lakes Dr., West Valley City, State
of Utah, more particularly  described on the attached legal entitled Exhibit "A"
which is incorporated herein by reference  (hereinafter referred to as the "Real
Property" or as the "Premises").

WHEREAS,  there is  attached  hereto and marked  Exhibit "B" a site plan for the
Real Property.  The site plan discloses the location of the approximately 50,123
square foot building (the "Building") and other improvements which are to be let
by Lessor  pursuant to the terms of this Lease.  Said site plan is  incorporated
herein by reference.

WHEREAS,  Lessor is desirous of leasing the Real Property to Lessee,  and Lessee
is  desirous  of  leasing  the same from  Lessor  upon the terms and  conditions
hereafter set forth.

THEREFORE,  in consideration  of the foregoing  promises and each and all of the
mutual and reciprocal covenants,  terms,  provisions,  conditions and agreements
hereinafter set forth,  Lessor does hereby lease, let and demise unto Lessee and
Lessee  does  hereby  accept,  take and hire  from  Lessor,  upon the  terms and
conditions  set forth herein the Real Property  together  with the  improvements
thereon.


                              I. COMMENCEMENT DATE

1.       Deleted.

1.2      Deleted.

1.3      Deleted.

1.4      Occupancy by Lessee shall be deemed to be that of a Lessee under all of
         the  terms,  covenants  and  conditions  of  this  Lease  and  Lessee's
         liability for rent, taxes, insurance and maintenance  obligations shall
         commence  and  become  payable on the date this  lease is  executed  by
         Lessor and Lessee  (hereinafter the "Commencement  Date").  Should that
         date  occur on any day other  than the first day of a  calendar  month,
         rent, taxes, insurance,  and maintenance charges for the month shall be
         prorated and the  Commencement  Date shall be deemed to be on the first
         day of the month following the date of execution of this Lease .

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1.5      Deleted.

1.6      Deleted.

1.7      Deleted.


                                  II.  TERM

2.       The term of this Lease shall be for a period of twenty (20) years to
         commence on the Commencement Date.

2.1      Providing  that Lessee is not in default under the terms of this Lease,
         Lessee  shall  have the  option to extend  the  lease  term for  two(2)
         additional  periods of five (5) years each beyond the  original  twenty
         (20) year lease  term.  Said  options  must be  exercised  by Lessee in
         writing no sooner  than  twelve  (12)  months and no later than six (6)
         months  prior to the  expiration  of the then  current  lease term.  If
         Lessee is in  default  on the date of giving  the  option  notice,  the
         option notice shall be totally ineffective.  If Lessee is in default on
         the date the applicable option period is to commence, the option period
         shall  not  commence  and this  Lease  shall  expire  at the end of the
         initial  term.  During  each of the five (5) year option  periods,  all
         terms,  conditions,  and  provisions of this Lease shall remain in full
         force and effect with all time periods extended accordingly.

                                                     III.  RENT

3.       Lessee shall pay Lessor an annual minimum base rent of  $330,000.00, in
         equal monthly  installments of $27,500.00 each due on the first day of
         the month during the term hereof.  The first monthly rent  installment
         shall be due the  first day of the  month  following  the day of lease
         execution.  If any installment of rent,  additional rent, or any other
         sum due from Lessee  shall not be received  by Lessor  within  fifteen
         (15) days  after said  amount is due,  then  Lessee  shall also pay to
         Lessor a late  charge  equal to six percent  (6%) of any such  overdue
         amount.  The parties agree that this late charge represents a fair and
         reasonable  estimate  of the costs that Lessor will incur by reason of
         late  payment  by Lessee.  Rent not paid when due shall bear  interest
         from the date due until paid at ten percent (10%) per annum.  All rent
         shall be paid monthly on the first day of each month.

3.1      The annual base rent previously provided for herein shall be subject to
         adjustment  every five years  during the initial  twenty (20) year term
         and the two additional option periods hereof according to the following
         schedule:


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                           Period           Annual Base Rent
                           Months 1-60      $330,000.00
                           Months 61-120    $364,346.67
                           Months 121-180   $402,268.16
                           Months 181-240   $444,136.55

         The rent for each option  period  shall be the fair rental value of the
         Premises at the  commencement  of said option  period as  determined by
         Lessor, but not less than the rent for the last year of the prior term.
         If Lessee  disagrees as to the fair rental value  determined by Lessor,
         Lessee may obtain an appraisal of the fair rental value of the Premises
         at its  sole  cost and  expense.  If  Lessor  disagrees  with  Lessee's
         appraisal,  Lessor  and  Lessee  shall  obtain and divide the cost of a
         second  appraiser,  whose  opinion of the fair  rental  value  shall be
         binding on both  Lessor  and  Lessee.  To select the second  appraiser,
         Lessor shall provide Lessee three choices,  and Lessee shall select the
         appraiser  from among  these three  choices.  During the period of time
         prior to the final  determination of the rent during the Extended Term,
         Lessee  shall pay rent at a rate of one  hundred ten percent ( 110%) of
         the rent then in effect.  If the fair rental value is  determined to be
         greater  or less than such  amount,  Lessee  shall pay Lessor or Lessor
         shall  refund to Lessee,  as the case may be,  within  thirty (30) days
         after written  request  therefore,  the  difference  between the amount
         required by such  determination  of the fair rental rate and the amount
         of rent theretofore paid by Lessee.

         All rent  shall be paid  monthly  on the first day of each  month.  The
         first month's rent in the amount of $27,500.00  shall be paid to Lessor
         upon the full execution hereof.

3.2      Deleted.

3.3      Deleted.

3.4      Lessee  shall  deposit  with  Lessor upon  execution  hereof the sum of
         $27,500.00 as security for Lessee's  faithful  performance  of Lessee's
         obligations hereunder. If Lessee fails to pay rent or other charges due
         hereunder,  or otherwise defaults with respect to any provision of this
         Lease,  Lessor  may use,  apply or retain  all or any  portion  of said
         deposit for the  payment of any rent or other  charge in default or for
         the payment of any other sum to which  Lessor may become  obligated  by
         reason of Lessee's  default,  or to  compensate  Lessor for any loss or
         damage  which Lessor may suffer  thereby.  If Lessor so uses or applies
         all or any portion of said  deposit,  Lessee shall within ten (10) days
         after written  demand  therefor,  deposit cash with Lessor in an amount
         sufficient  to  restore  said  deposit to the full  amount  hereinabove
         stated and  Lessee's  failure to do so shall be a breach of this Lease,
         and Lessor may at its option terminate this lease.  Lessor shall not be
         required to keep said deposit  separate from its general  accounts.  If
         Lessee performs all of Lessee's obligations hereunder,  said deposit or
         so much thereof as had not theretofore been applied by Lessor, shall be
         returned without payment of interest or other increment for its use, to
         Lessee  (or,  at  Lessor's  option,  to the last  assignee,  if any, of


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         Lessee's  interest  hereunder)  within  fifteen  (15)  days  after  the
         expiration  of the  term  thereof,  or after  Lessee  has  vacated  the
         premises, whichever is later.

                                    IV.  USE

4.       Lessee shall use and occupy the premises  for light  manufacturing  and
         distribution  with associated sales, all uses incidental  thereto,  and
         any other  reasonable  business  purpose approved in writing by Lessor,
         which approval shall not be unreasonably withheld.

4.1      Lessee shall restrict its use to such  purposes,  and shall not use the
         premises for any other  purpose  without the written  consent of Lessor
         which consent shall not be unreasonably withheld.  Lessee shall, at its
         own cost and expense, obtain any and all licenses and permits necessary
         for such use.  Notwithstanding the foregoing, the premises shall not be
         used for any purpose which would violate federal, state or local law or
         declarations or covenants affecting the premises.  No use shall be made
         or permitted to be made which will  increase the existing  rate of fire
         insurance on the Premises or cause the  cancellation  of any  insurance
         policy covering the Premises or any part thereof.

4.2      Lessee's use of the premises  shall at all times be in compliance  with
         all covenants,  restrictions and maintenance  agreements that have been
         recorded in the office of the Salt Lake County  Recorder  affecting the
         Real Property, if any.


                                  V.  TAXES

5.       Lessee agrees to pay, as additional rent and before they become
         delinquent,  all real  property  and  personal  property  taxes  (both
         general  and  special),  water and sewage  rents,  assessments  and/or
         governmental charges (hereinafter collectively referred to as "taxes")
         lawfully  levied or assessed  against the Premises or any part thereof
         that accrue during the term of this Lease; provided,  however,  Lessee
         may, at its sole cost and expense,  dispute and contest the same,  and
         in such case, such disputed items need not be paid (unless required by
         law to be  paid)  until  finally  adjudged  to be valid so long as the
         validity or the amount  thereof is  contested  by Lessee in good faith
         and in  accordance  with Utah state  law.  At the  conclusion  of such
         contest,  Lessee shall pay the items contested to the extent that they
         are held valid,  together  with all liens,  court costs,  interest and
         penalties relating thereto. Proration of said payments by Lessee shall
         be made when  necessary for the first and last years of the lease term
         or any extensions thereof.  This covenant shall survive the expiration
         of this Lease.

5.1      Lessor shall provide  Lessee copies of the "property  valuation and tax
         notice"  covering the premises each year as they are issued by the Salt
         Lake  County  Treasurer  and/or  Assessor  and of any other tax notices
         immediately upon their receipt by Lessor. Lessee shall notify Lessor of
         any proposed  contest by Lessee of the valuation,  amount of the tax or
         legality  thereof  prior  to the  deadline  for  filing  the  necessary
         protest, appeal, or petition. Any such contest by Lessee must be timely


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         made and may be made in the name of Lessor or Lessee,  or both,  but if
         the name of Lessor is used herein,  Lessor shall be notified thereof at
         least five (5) days prior to the  commencement  of the  proceeding.  If
         requested by Lessee,  Lessor  shall  actively  participate  in any such
         contest,  but Lessee  shall be  entitled  to any refund of any tax,  or
         penalty,  or interest  thereon which may have been paid by Lessee or by
         Lessor, and reimbursed by Lessee to Lessor.

5.2      Lessee shall be liable for all taxes levied against  Lessee's  personal
         property  and trade  fixtures on or about the Premises  including,  but
         without  prejudice  to  the  generality  of  the  foregoing,   shelves,
         counters, vaults, vault doors, partitions,  fixtures, machinery, and if
         any such  taxes on  Lessee's  property  or trade  fixtures  are  levied
         against Lessor, and if Lessor pays the same, Lessee, upon demand, shall
         repay to Lessor the taxes so levied against Lessor.

5.3      Nothing herein  contained shall be construed as requiring Lessee to pay
         any franchise, excise, corporate,  estate, inheritance,  successorship,
         capital  levy or transfer  tax of Lessor  growing out of, or  connected
         with, this Lease,  or Lessor's  rights in the building,  or any income,
         excess  profits,  or revenue  tax upon the income of Lessor,  provided,
         however, that in any case where a tax (other than an income tax) may be
         levied, assessed or imposed upon Lessor for the privilege of renting or
         leasing the Premises or which is based upon the rental revenue  derived
         therefrom,  Lessee,  within ten (10) days of receiving  written  notice
         from  Lessor,  shall pay to Lessor as  additional  rent  hereunder  the
         amount of said tax, but in no event shall Lessee be obligated to pay an
         amount  greater than that which would be payable if the  Premises  were
         the only asset of Lessor.


                           VI.  MAINTENANCE AND REPAIR

6.       Any and all improvements  which may be existing as of the Commencement
         Date,  erected or placed on the Real  Property  at any time during the
         term of this  Lease  shall be kept and  maintained  in good  order and
         repair and replaced  where  necessary or  appropriate by Lessee at its
         sole cost and expense.  Lessee's maintenance obligation shall include,
         but  not  be  limited  to,  the  structural  parts  of  the  Building,
         sidewalks,  driveways,   landscaping,  parking  areas,  HVAC  systems,
         plumbing and electrical systems,  windows,  glass, doors, interior and
         exterior  walls,  roof,  finish  work,  floors,  floor  coverings  and
         fixtures.  Lessee  shall also comply at its sole cost and expense with
         all laws, ordinances,  orders, regulations,  rules and requirements of
         every  kind  and  nature   whether   they   relate  to   ordinary   or
         extraordinary, structural or nonstructural additions, changes, repairs
         or alterations to the premises made necessary by Lessee's use.  Lessee
         shall  also  comply  at its sole  cost  and  expense  with the  terms,
         conditions,  and  provisions  of  all of  the  restrictive  covenants,
         restrictions and maintenance agreements that may have been recorded in
         the  office  of the  Salt  Lake  County  Recorder  affecting  the Real
         Property.

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<PAGE>

6.1      Lessor and its  agents  shall have the right to enter into and upon the
         Real Property or any part thereof,  on reasonable  notice to Lessee, at
         all  reasonable  hours for the purpose of examining  the same or making
         such repairs or alterations  therein as may be necessary for the safety
         and preservation  thereof.  In case of the neglect or default of Lessee
         in making the same,  Lessor may do so after reasonable notice to Lessee
         (except that no notice shall be required in case of emergencies) during
         said  term or after  its  expiration  and all the  costs  and  expenses
         incurred  thereon,  together with interest shall be repaid by Lessee to
         Lessor according to the provisions of Section XVIII.

6.2      Deleted

6.3      Lessee  shall  enter  into  and  keep in  force  a  maintenance/service
         contract  with  a  manufacturer  licensed  maintenance  contractor  for
         regularly  scheduled  preventative  maintenance  and for  servicing all
         heating and air-conditioning systems and equipment within the Premises.
         The  service  contract  must  include  all  services  suggested  by the
         equipment  manufacturer in its operation and/or  maintenance manual and
         must become  effective within thirty (30) days of the date Lessee takes
         possession of the premises.

6.4      Lessor's  Maintenance  and  Repair  Obligations.  Lessor  shall have no
         obligation to maintain, make capital improvements to or repair the Real
         Property. The Real Property and Premises are leased to Lessee in an "As
         Is" condition with no warranties expressed or implied.

6.5      ADA  Compliance.  Lessee  shall insure that all aspects of the original
         construction of the Building (including,  without limitation,  demising
         walls,  exterior  doors,  entry points or other access to the Premises)
         fully comport with the requirements of the Americans With  Disabilities
         Act, 42 U.S.C.  ss.ss.  12101 et seq.  (the "ADA").  Similarly,  Lessee
         shall insure that all aspects of any improvements or alterations to the
         Premises  subsequently  undertaken  by Lessee  fully  comport  with the
         requirements  of the ADA.  Lessee shall be  responsible  for all future
         compliance   with  the  ADA  that  results  from  changes  in  the  ADA
         regulations  or from  changes in Lessee's use of the  Premises.  Lessee
         shall  indemnify and hold Lessor  harmless from and against any and all
         losses, damages, actions and proceedings attributable to the failure of
         Lessee to fully comply with its  obligations  under this section 6.5 If
         either  party is required to repair,  alter,  remove,  reconstruct,  or
         improve any part of the Premises or of the Building for whatever reason
         (including  compliance  with the ADA),  the same  shall be made by that
         party with reasonable  dispatch and with a minimum of interference with
         Lessee's business on the Premises.


                        VII.  NET LEASE; NO ABATEMENT

7.       This Lease is intended, and is hereby declared, to be an "absolute net"
         lease,  it being the intention of the parties  hereto that Lessor shall
         have and  enjoy  the  rent  herein  reserved  to it  without  deduction
         therefrom.


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<PAGE>

7.1      No  abatement,  diminution,  or  reduction of the fixed rental or other
         charges  payable  by Lessee  under  this  Lease  shall be claimed by or
         allowed to Lessee for any inconvenience,  interruption,  cessation,  or
         loss of business,  or otherwise  caused  directly or  indirectly by any
         present  or  future  laws,  rules,  requirements,  orders,  directions,
         ordinances,  or  regulations  of the United States of America or of the
         State,  County, or City government or any other municipal,  government,
         or  lawful  authority  whatsoever  or  by  priorities,   rationing,  or
         curtailment  of labor or  materials  or by war or any  matter or things
         resulting  therefrom  or by  any  other  cause  or  causes;  except  if
         otherwise  specifically  provided in this Lease.  It is understood that
         Lessor is not  entitled to retain rent by Lessee and also to retain the
         proceeds of any rent  insurance  that it might receive where both cover
         the same periods of time.


                               VIII.  UTILITIES

8.       Lessee shall make all arrangements  for and pay before  delinquency for
         all water, gas, heat, light,  power,  telephone and other utilities and
         services  supplied to the property  together with taxes thereon and all
         deposits  related  thereto.  Throughout the term of this Lease,  Lessee
         shall,  at its own cost and expense  hire and provide for its own trash
         removal.  The arrangements  made shall comply with local ordinances for
         refuse  pick-up as to frequency  and time,  and shall not result in any
         violation of environmental standards.


                    IX.  INDEMNIFICATION; HAZARDOUS WASTES

9.       Lessee shall indemnify, defend and hold harmless Lessor against any and
         all  claims of  liability  for any  injury  or damage to any  person or
         property whatsoever  occurring in, on or about the Premises or any part
         thereof, and from and against all costs,  attorneys' fees, expenses and
         liabilities  incurred  in the  defense  of any such  claim,  action  or
         proceeding brought thereon,  except to the extent such injury or damage
         is caused by the negligence or  intentional  acts of Lessor or Lessor's
         agents or employees,  and Lessor agrees to indemnify Lessee and hold it
         harmless from any and all loss, expense or claims, including reasonable
         attorney's  fees arising out of such damage or injury  caused by Lessor
         or Lessor's agents or employees.

9.1      Hazardous Wastes or Substances.  The following  provisions shall govern
         the parties' respective rights and obligations  regarding any hazardous
         wastes or substances now or hereafter located on the Premises:

a.                Definitions. For purposes of this Lease, the terms "disposal",
                  "release",  "threatened release", and "hazardous wastes" shall
                  mean and  include any  hazardous,  toxic or  dangerous  waste,
                  substance or material, or any disposal,  discharge or release,
                  or threatened  release,  or any defined as such in (or for the


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                  purposes of) the Federal Comprehensive Environmental Response,
                  Compensation and Liability Act, or any other federal, state or
                  local statute, law, ordinance,  code, rule, regulation,  order
                  or  decree,  relating  to any  hazardous,  toxic or  dangerous
                  wastes,  substances  or  materials,  as  now  or at  the  time
                  hereafter in effect (the "Environmental Laws").

b.                No  Hazardous  Materials  During  Lease  Term.  Lessee  hereby
                  represents,  warrants and  certifies  that,  during the entire
                  period of Lessee's occupancy of the Premises, there will be no
                  disposal,   release  or   threatened   release  of   hazardous
                  substances or hazardous  wastes on, from or under the Premises
                  attributable  to the neglect or  affirmative  act of Lessee or
                  its employees, agents, contractors, licensees or invitees.

c.                Environmental  Inquiries.  From  and  after  the  date of this
                  Lease,   Lessee  shall   immediately   notify  Lessor  of  the
                  occurrence of any inquiries,  on-site inspections, or the like
                  by any federal or state governmental agency or entity relating
                  to Lessee's or the Premises'  compliance  with the  applicable
                  Environmental  Laws. If any such inspection or inquiry results
                  in a notice of violation  of one or more of the  Environmental
                  Laws or the like,  Lessee shall promptly notify Lessor of such
                  violations  (including  providing to Lessor a photocopy of any
                  written  findings,  notice,  order,  or the like),  and Lessee
                  shall  immediately  undertake all actions  necessary to remedy
                  and cure  any  such  violations  attributable  to a breach  of
                  Lessee's obligations under section 9.1(b) above.


d.                Indemnification.  Lessee shall  indemnify,  defend and hold
                  harmless Lessor (and any successors to Lessor's  interest in
                  the chain of title to the Premises) from and against (a) any
                  and all claims,  damages and liabilities  arising from or in
                  any way in  connection  with  the  presence,  use,  storage,
                  disposal,  or transfer of any hazardous materials on, under,
                  from or about the Premises,  including,  without limitation,
                  all foreseeable  and  unforeseeable  consequential  damages,
                  directly or indirectly  arising out of the use,  generation,
                  storage or disposal of hazardous  materials by Lessee or any
                  person  taking an interest in the Premises by,  through,  or
                  under Lessee, and (b) all costs of any required or necessary
                  repair,  cleanup, or detoxification,  whether such action is
                  required or necessary  prior to or following the termination
                  or  earlier  expiration  of this  Lease,  except to the full
                  extent  that  such  action  is  attributable,   directly  or
                  indirectly,  to the presence or use, generation,  storage or
                  release,   threatened   release  or  disposal  of  hazardous
                  materials onto the Premises by Lessor or Lessor's  agents or
                  employees.  The parties'  respective  rights and obligations
                  pursuant to the foregoing indemnifications shall survive the
                  expiration or earlier termination of this Lease.


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                                  X. INSURANCE

10. At all times  during the term of this  Lease,  Lessee,  at its sole cost and
expense, and as additional rent shall:

         a.       Fire, Earthquake,  and Flood Insurance: Keep all buildings and
                  improvements  and  equipment  on,  in or  appurtenant  to  the
                  property  including all  alterations  and  additions,  insured
                  against loss or damage by fire,  earthquake,  or flood and all
                  extended  coverage  casualties  for the full,  fair  insurable
                  value thereof.  The policies for such insurance  shall be made
                  and taken in the name of Lessor as an additional insured party
                  with loss  thereunder  payable to Lessor and/or the Mortgagee.
                  Such  policy or  policies  shall be deemed to be and remain in
                  the possession of Lessor or Mortgagee.

         b.       Public  Liability  Insurance:  Provide and keep in force in
                  such form as Lessor shall direct, public liability insurance
                  policies  protecting Lessor and Lessee against all insurable
                  risks in the  amounts of not less than Two  Million  Dollars
                  ($2,000,000.00)  in respect to any one  accident or disaster
                  and in the  amount  of not  less  than One  Million  Dollars
                  ($1,000,000.00)  in respect to  injuries  to any one person,
                  and in an  amount  of not  less  than One  Hundred  Thousand
                  Dollars  ($100,000.00),   in  respect  to  property  damage,
                  provided that from and after the Sixty-first (61st) month of
                  the  term of this  Lease,  the  public  liability  insurance
                  policies  required by this Section 10(b) shall be in amounts
                  of not less than Five  Million  Dollars  ($5,000,000.00)  in
                  respect to any one accident or disaster and in the amount of
                  not less than Two Million Dollars ($2,000,000.00), and in an
                  amount  of  not  less  than  Two  Hundred  Thousand  Dollars
                  ($200,000.00), in respect to property damage

         c.       Rent  Insurance:  Provide  and keep in  force  rent or use and
                  occupancy  insurance  at all  times  during  the  term  hereof
                  against loss or damage  resulting  from  hazards  specified in
                  clause  10(a) in an amount  equal to monthly  payments  of net
                  rent for six (6) months, plus taxes and insurance premiums for
                  six (6) months.

         d.       Premiums  to be Paid by Lessee:  All  premiums  and  charges
                  for all of said  policies  shall be paid when due by Lessee.
                  If Lessee  fails to make such  payments  and/or to carry any
                  such policy, Lessor may, but shall not be obligated to, make
                  such payment or carry such  policy,  and the amounts paid by
                  Lessor, with interest thereon,  shall be repaid to Lessor by
                  Lessee on demand, and all such amounts so repayable together
                  with such interest,  shall be considered as additional  rent
                  payable hereunder,  for the collection of which Lessor shall
                  have all of the  remedies  in  Section  XXV herein or by law
                  provided for the  collection  of rent.  Payment by Lessor of
                  any such  premium or  carrying  by Lessor of any such policy
                  shall not be  deemed  to waive or  release  the  default  of
                  Lessee with respect thereto.


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<PAGE>

         e.       Renewal of Insurance: Thirty (30) days prior to the expiration
                  of each such policy,  Lessee shall  deliver a binder  renewing
                  each such policy  which  binder  shall  provide  that at least
                  thirty  (30)  days'  written   notice  of  any  change  in  or
                  cancellation  thereof shall be given by the insurance  company
                  to  Lessor  and  Mortgagee.  Lessee  shall  promptly  pay  the
                  premiums  for  renewal  and  deliver to Lessor  each  original
                  policy  and  a  duplicate  receipt   evidencing  each  payment
                  thereof.

         f.       Compliance with Insurance Company  Requirements:  Lessee shall
                  not violate or permit to be violated any of the  conditions or
                  provisions of any such policy, and Lessee shall so perform and
                  satisfy  the  requirements  of  the  companies   writing  such
                  policies that at all times  insurance  companies of recognized
                  responsibility  and  licensed  to do  business in the State of
                  Utah shall be willing to write and/or continue such insurance.

         g.       Collection  of  Insurance  Monies:  Lessee  and  Lessor  shall
                  cooperate  with each other in the  collection of any insurance
                  monies that may be due in the event of loss,  and Lessee shall
                  execute  and  deliver to Lessor  such proofs of loss and other
                  instruments which may be required for the purpose of obtaining
                  the recovery of any such insurance monies.

         h.       Liability Policies - Coverage: Liability policies specified in
                  subdivision b. of this Section shall cover the entire building
                  and premises as well as the  sidewalks,  driveways and parking
                  areas in front of or adjacent  thereto.  A liability policy or
                  policies  insuring  Lessor and Lessee as their  interests  may
                  appear, but otherwise in the form hereinbefore provided, shall
                  be deemed to satisfy this requirement.

         i.       Waiver of  Subrogation:  Lessee shall,  at all times during
                  the  term  hereof  and at its  cost  and  expense,  maintain
                  insurance on the  merchandise  and other  personal  property
                  from,  in, on, or upon the  premises  in an amount  equal to
                  their full replacement value,  providing  protection against
                  any  peril  included  within  the  classification  "Fire and
                  Extended Coverage". Lessor shall not be liable to Lessee for
                  any damage to any such property  from any cause,  unless (i)
                  such  damage is due to  Lessor's  negligence,  and (ii) such
                  damage is caused by an occurrence  which is not an insurable
                  hazard  under  the  standard  fire and broad  form  coverage
                  insurance  which is available  for insuring such property of
                  Lessee at the time of the loss; it being  understood that it
                  is not the  intention of the parties that Lessor be relieved
                  from  liability  to Lessee for  negligence  contrary  to any
                  statute  of public  policy of the State of Utah,  but rather
                  that Lessee  avail itself of  available  insurance  coverage
                  without subjecting Lessor to liability for losses that could
                  have  been  insured,   and  without   subjecting  Lessor  to
                  subrogation claims of any insurer.

         j.       All insurance  described in this  paragraph  shall be policies
                  issued by  insurers  licensed  to do  business in the State of
                  Utah and having a current Bests' policy  holders' rating of at


                                       10
<PAGE>

                  least B+ (or better if so  required by the holder of any first
                  mortgage against the Premises). No insurance may be subject to
                  cancellation  or  material  change  without  thirty (30) days'
                  prior written notice to Lessor.


                               XI.  ALTERATIONS

11.      Lessee shall have the right,  within the premises,  at its own cost and
         expense and in a good and workmanlike  manner, to make improvements to
         the  Premises,  provided (i) such acts do not affect the  structure of
         the building, (ii) that upon termination of the Lease, Lessee restores
         the  premises  to  their  prior  condition  (reasonable  wear and tear
         excepted),  (iii) that Lessee shall submit  reasonably  detailed final
         plans  and   specifications  and  working  drawings  of  the  proposed
         alterations  and the name of Lessee's  contractor at least thirty (30)
         days before the date Lessee intends to commence the alternations, (iv)
         that the alterations  shall not be commenced until five (5) days after
         Lessor  has  received   notice  from  Lessee   stating  the  date  the
         installation of the alterations is to commence so that Lessor can post
         and record an appropriate notice of non-responsibility, and (v) Lessee
         complies with all applicable  building  codes,  laws and  governmental
         rules and regulations.

11.1     Notwithstanding  anything to the contrary in this Lease,  (i) Lessee is
         not required to remove any fixtures or other items  installed by Lessor
         on Lessee's  behalf (at the  termination  or expiration of the Lease or
         any other  time),  and (ii)  Lessee  shall  have the  right,  unless in
         default  under  the  provisions  of the Lease  (at the  termination  or
         expiration of the Lease or at any other time) to remove any fixtures or
         other  items  installed  by Lessee  (including  any flat wire cable and
         carpet tile),  provided Lessee restores the premises to their condition
         prior to such installation, reasonable wear and tear excepted.


                             XII.  INSPECTION

12.      Lessor  shall have the right to enter and inspect  the  premises at any
         time, on reasonable  notice to Lessee,  during normal  business  hours.
         During the period  that is six (6) months  prior to the end of the then
         current term hereof,  Lessor and  Lessor's  agents and  representatives
         shall  have  the  right  to  enter  the  premises  at any  time  during
         reasonable  business  hours on  reasonable  notice  to  Lessee  for the
         purpose of showing the premises to  prospective  purchasers or lessees.
         At all times during such six month period,  Lessor shall be entitled to
         place on the Premises any usual or ordinary "For Sale" signs or for any
         other purpose incidental to the rights of Lessor.


                        XIII.  ASSIGNMENT & SUBLETTING

13.      Lessee  shall not have the right to assign  this Lease or to sublet the
         whole or any part of the Premises  without the prior written consent of
         Lessor,  which consent shall not be  unreasonably  withheld,  provided,


                                       11
<PAGE>

         however,  that Lessee shall pay to Lessor Thirty-three percent (33%) of
         the net economic benefit which Lessee receives from any such assignment
         or subletting.  In the event Lessee shall assign or sublet the Premises
         or request the consent of Lessor to any  assignment or subletting or if
         Lessee shall request the consent of Lessor for any act Lessee  proposes
         to do,  then  Lessee  shall pay  Lessor's  reasonable  attorneys'  fees
         incurred in connection  therewith provided that Lessee's  obligation to
         pay  Lessor's  costs  under  this  Section  13 shall be  limited to One
         Thousand Dollars ($1,000) per event.

13.1     Notwithstanding any permitted assignment or subletting, Lessee shall at
         all times  remain fully  responsible  and liable for the payment of the
         rent and additional  rent specified  herein and for compliance with all
         of its other obligations  under the terms,  provisions and covenants of
         this Lease. Upon the occurrence of an "event of default" as hereinafter
         defined,  if the  Premises  or any part  thereof  are then  assigned or
         sublet,  Lessor, in addition to any other remedies herein provided,  or
         provided  by law,  may,  at its  option,  collect  directly  from  such
         assignee  or  subtenant  all rents  becoming  due to Lessee  under such
         assignment  or sublease  and apply such rent against any sums due to it
         by Lessee  hereunder,  and no such  collection  shall be  construed  to
         constitute a novation or release of Lessee from the further performance
         of its obligations hereunder.

                       XIV. FIRE AND CASUALTY DAMAGE

14.      If the  Premises  should be  destroyed  or damaged by fire,  tornado or
         other casualty,  Lessee shall give immediate  written notice thereof to
         Lessor.

14.1     If the premises should be totally  destroyed by fire,  tornado or other
         casualty,  or if they should be so damaged that  rebuilding  or repairs
         cannot be completed within one hundred eighty (180) days after the date
         upon which  Lessor is  notified  by Lessee of such  damage,  this Lease
         shall  terminate  and the rent  shall be abated  during  the  unexpired
         portion of this Lease,  effective  upon the date of the  occurrence  of
         such damage. The determination as to whether or not the Premises can be
         reconstructed  within one hundred  eighty (180) days of the date of the
         notice of the casualty to Lessor shall be made by an architect selected
         by Lessor who shall  certify to the parties  within thirty (30) days of
         the casualty  whether or not the  premises  can be repaired  within one
         hundred  eighty  (180) days of the date of notice of such  casualty  to
         Lessor.  If  total  destruction  occurs  within  one  (1)  year  of the
         expiration of the then current term, reconstruction shall commence only
         upon mutual consent of both Lessor and Lessee.

14.2     If the Premises  should be damaged by fire,  tornado or other casualty,
         but only to such extent  that  rebuilding  or repairs can be  completed
         within one hundred  eighty  (180) days after the date upon which Lessor
         is notified by Lessee of such damage,  this Lease shall not  terminate,
         but Lessor  shall  proceed  with  reasonable  diligence  to rebuild and
         repair the building and improvements to substantially  the condition in
         which they existed  prior to such damage,  except that Lessor shall not
         be required to rebuild,  repair or replace any part of the  partitions,
         fixtures  and other  improvements  which  may have  been  placed in the
         building by Lessee. During the reconstruction period, there shall be no


                                       12
<PAGE>

         abatement  of rent or  additional  rent due Lessor even if the Premises
         are  totally  untenantable.  Additional  time  for  completion  of said
         repairs  shall be added  equal to any delays in the  repairs  caused by
         acts of God, inclement weather,  strikes,  boycotts or any other causes
         beyond the  control of Lessor and not due to any act or omission on its
         part. In the event that Lessor should fail to complete such repairs and
         rebuilding  within one  hundred  eighty  (180) days after the date upon
         which Lessor is notified by Lessee of such damage (plus any  additional
         time due to delays  caused by acts of God,  etc.)  Lessee  may,  at its
         option,  terminate this Lease by giving Lessor no less than thirty (30)
         days' written notice of such termination.

14.3     In all cases of destruction or damage of the  improvements by fire, the
         elements or other causes,  the net monies  collected on the policies of
         casualty  insurance  required by Section 10 herein  shall be payable to
         Lessor  and/or its Mortgagee as their  interests  may appear.  Lessor's
         obligation  to  re-construct   the  Premises  shall  at  all  times  be
         conditioned upon there being sufficient insurance proceeds available to
         complete  said  re-construction.  Lessee  agrees to execute and deliver
         such forms of application,  claim, demand, proof of loss, assignment or
         authorization  as may be  necessary  for  collection  of the  insurance
         proceeds;  provided,  however,  nothing  herein shall be deemed to give
         Lessor  any  interest  in or  require  Lessee to  assign to Lessor  any
         compensation paid to Lessee for damage to personal property or fixtures
         belonging to Lessee and  removable by Lessee upon  termination  of this
         Lease, for interruption of or damage to Lessee's business,  or Lessee's
         related expenses.


                              XV.  CONDEMNATION

15.      Definition.   As  used  in  this   Article,   the  term   "Condemnation
         Proceedings" includes any action or proceeding in which any interest in
         the Premises is taken for any purpose by any lawful  authority  through
         exercise of the power of eminent domain,  right of condemnation,  right
         of purchase or other  proceeding  in lieu of the  foregoing.  A sale by
         Lessor of the  Premises  to any  authority  having the power of eminent
         domain,  either under threat of condemnation or for which  Condemnation
         Proceedings  are  pending,  shall be deemed a taking under the power of
         eminent domain for all purposes.

15.1     Termination and Rent  Abatement.  If the whole of the Premises is taken
         through  Condemnation  Proceedings,   this  Lease  shall  automatically
         terminate  as of the date of taking.  If any part of the Building or if
         more than fifteen  percent (15%) of the parking  spaces on the Premises
         are taken through  Condemnation  Proceedings  and if the taking thereof
         would be reasonably  considered a material and substantial hindrance to
         Lessee's  normal business  operation,  then either party shall have the
         right to terminate  this Lease by giving the other party written notice
         of such  election at any time within  sixty (60) days after the date of
         taking.



                                       13
<PAGE>

         In all other  cases,  or if  neither  party  exercises  its right to so
         terminate,  this Lease shall remain in effect and the base rent that is
         payable under this Lease (but no other sums) shall,  if applicable,  be
         proportionately  reduced  from and after the date of the  taking on (a)
         the basis of the area of the  Premises  that is  capable  of  occupancy
         after the taking  compared to the area of the Premises that was capable
         of occupancy  prior to the taking;  or (b) such other basis as shall be
         equitable under the then  circumstances  (such as, for example,  if the
         parking of the  Premises is reduced but the Building is not affected by
         such Condemnation Proceedings).

         In the event of any  termination of this Lease or any rental  reduction
         as provided for in this Section 15.1, there shall be a proration of the
         rent payable under this Lease for any  fractional  month up to the date
         of taking and Lessor shall refund to Lessee any excess rent theretofore
         paid by Lessee.

15.2     Condemnation  Proceeds.  Whether or not this Lease is  terminated  as a
         consequence of  Condemnation  Proceedings,  all damages or compensation
         awarded  for a partial or total  taking of the  Premises,  shall be the
         sole and exclusive property of Lessor.  Notwithstanding  the foregoing,
         if an amount is separately awarded with the intent to compensate Lessee
         for (a) costs connected with a relocation by it to a new facility,  (b)
         losses or damages  relating  to  Lessee's  personal  property  or trade
         fixtures on, or other improvements by Lessee to, the Premises, (c) loss
         of business  incurred by Lessee,  and/or (d) diminution in the value of
         or deprivation  of its leasehold  estate,  such amount(s)  shall be the
         property of Lessee.

15.3     Construction. If this Lease is not so terminated, then Lessor shall, as
         soon as practical after the taking,  restore the Premises to a complete
         unit as similar  under the  circumstances  as  possible  to the design,
         character  and quality of the Premises as existed  prior to the taking.
         Lessor shall commence  restoration  of the Premises  within ninety (90)
         days  after  the date of the  taking,  and shall  complete  the same as
         expeditiously  as  possible,  with due regard  being had to  prevailing
         conditions. During the period of any such reconstruction,  the rent due
         hereunder shall be abated in an equitable fashion.  Lessor's obligation
         to  re-construct  the Premises shall at all times be  conditioned  upon
         there being sufficient condemnation proceeds available to complete said
         re-construction.


                               XVI.  HOLDING OVER

16.      Should  Lessee,  or any of its  successors  in interest,  hold over the
         premises or any part thereof,  after the  expiration of the term of the
         Lease,  unless  otherwise  agreed in writing,  such  holding over shall
         constitute  and be construed as tenancy from month to month only,  at a
         rental  equal to the rental  payable  for the last month of the term of
         this  Lease.  The  inclusion  of the  preceding  sentence  shall not be
         construed as Lessor's permission for Lessee to hold over.


                                       14
<PAGE>

                              XVII. QUIET ENJOYMENT

17.      Lessor  covenants  that it shall  have good  title to the land.  Lessor
         represents  and warrants  that it has full right and authority to enter
         into this Lease and that  Lessee,  upon  paying  the rental  herein set
         forth and  performing  its other  covenants and  agreements  herein set
         forth,  shall  reasonably and quietly have, hold and enjoy the premises
         for the term hereof without hindrance or molestation.


            XVIII.  LESSOR'S OPTION TO PERFORM OBLIGATIONS OF LESSEE

18.      In any case  where  Lessor  shall  pay or be  compelled  to pay any sum
         of money or do any act which shall require the  expenditure or payment
         of any sum by reason of the  failure of Lessee to  perform  any one or
         more  of  the  terms,  covenants,   conditions  or  agreements  herein
         contained,  Lessee  shall  immediately  repay the same to Lessor  upon
         demand,  and in  default  thereof  then  the  sums so paid by  Lessor,
         together with all interest,  costs and damages,  shall or may be added
         as additional rent to the next installment of rent becoming due on the
         next rent day, or on any subsequent  rent day fixed by the Lease,  and
         shall for all purposes whatsoever be deemed to be rent due and payable
         on such rent day, or on any subsequent rent day, as said Lessor may at
         Lessor's  option  elect,  and  shall be  payable  as  such,  but it is
         expressly  covenanted  and agreed hereby that payment by Lessor of any
         such sums of money or the  doing of any such acts  shall not be deemed
         to waive or release  the  default in the  payment or doing  thereof by
         Lessee or the  rights of Lessor  by reason of  Lessee's  default  with
         respect to any such payment or act.


                            XIX.  LESSOR'S LIEN

19.      In the event of a default  under this  Lease,  Lessor  shall  have,  in
         addition  to any  other  remedies  herein  or by law,  all  rights  and
         remedies  available  under  applicable Utah law. Any statutory lien for
         rent is not hereby waived. Provided that Lessee is not in default under
         any of the provisions of this Lease,  Lessor shall, at the request of a
         secured  creditor  of  Lessee,  issue  a  written   subordination  that
         subordinates  any statutory  lien for rent or any lien for rent created
         by the terms hereof covering Lessee's trade fixtures, personal property
         or equipment to the lien of said secured creditor.

19.1     Provided that Lessee is not then in default under any provision of this
         Lease,  Lessor agrees, upon written notice by Lessee from time to time,
         to subordinate  its Lessor's Liens to any third party lender  providing
         financing to Lessee in connection  with the  acquisition or refinancing
         of Lessee's furniture, fixtures, equipment and inventory.


                                       15
<PAGE>


                                  XX. MORTGAGES

20.      If  the  Real  Property  is  subject  to any  mortgage  prior  to the
         commencement   date,  then  Lessor  shall  procure  a   nondisturbance
         agreement  from the mortgagee in standard form which  provides that so
         long as Lessee is not in default  hereunder,  its possession shall not
         be disturbed by mortgagee and the mortgagee shall not name Lessee as a
         defendant in a  foreclosure  suit.  Lessee shall at any time after the
         commencement date execute an instrument  required by any mortgagee for
         the purpose of  subordinating  this Lease to the lien of a mortgage in
         consideration  for a  non-disturbance  agreement from the mortgagee in
         standard form which  provides that so long as Lessee is not in default
         hereunder,  its possession  will not be disturbed by the mortgagee and
         the  mortgagee  will not name Lessee as a defendant  in a  foreclosure
         suit.  For the purposes of this  paragraph  the word  mortgage  and/or
         mortgagee shall include any other  equivalent  designation  including,
         but not limited to, Deed of Trust, Trustee, etc. Upon written request,
         Lessee  will  execute  an  estoppel   certificate  and   subordination
         agreement within ten (10) days of Lessee's receipt of written notice.


                            XXI.  MECHANIC'S LIENS

21.      Lessee  shall have no  authority,  express or  implied,  to create or
         place any lien or encumbrance of any kind or nature  whatsoever  upon,
         or in any manner to bind, the interest of Lessor in the premises or to
         charge the  rentals  payable  hereunder  for any claim in favor of any
         person dealing with Lessee,  including those who may furnish materials
         or performs labor for any construction or repairs, and each such claim
         shall affect and each such lien shall  attach,  if at all, only to the
         leasehold  interest  granted  to  Lessee  by this  instrument.  Lessee
         covenants  and  agrees  that it will  pay or cause to be paid all sums
         legally  due and  payable by it on account of any labor  performed  or
         materials  furnished  in  connection  with any work  performed  on the
         Premises,  on which any lien is or can be validly and legally asserted
         against its  leasehold  interest in the  Premises or the  improvements
         thereon  and that it will save and hold Lessor  harmless  from any and
         all loss,  cost or expense based on or arising out of asserted  claims
         or liens against the leasehold estate or against the rights, title and
         interest  of Lessor in the  Premises  or under the terms of this Lease
         based upon Lessee's  failure to pay such sums.  If Lessee  disputes an
         amount  charged by such a lien, but admits that it authorized the work
         to be done,  Lessee may dispute the claim  provided  that it posts the
         requisite bond necessary to remove the lien.

                                 XXII.  NOTICES

22.      Each  provision of this  instrument or of any  applicable  governmental
         law, ordinance  regulation and other requirements with reference to the
         sending, mailing or delivery of any notice of the making of any payment


                                       16
<PAGE>

         by Lessor  to  Lessee or with  reference  to the  sending,  mailing  or
         delivery of any notice or the making of any payment by Lessee to Lessor
         shall be deemed to be complied  with,  when and if the following  steps
         are taken:

         a.       All rent and other  payments  required to be made by Lessee to
                  Lessor  hereunder  shall be payable  to Lessor at the  address
                  hereinbelow  set forth or at such other  address as Lessor may
                  specify  from  time to time by  written  notice  delivered  in
                  accordance herewith.

         b.       Any notice or document  required or  permitted to be delivered
                  hereunder  shall be  deemed  to be  delivered  upon  facsimile
                  transmission  or, whether  actually  received or not, two days
                  following  its  deposit in the  United  States  Mail,  postage
                  prepaid,   Certified  or  Registered   Mail,   Return  Receipt
                  Requested,  addressed to the parties  hereto at the respective
                  addresses set out opposite  their names below or at such other
                  address as they have  theretofore  specified by written notice
                  delivered in accordance herewith:

                 Lessor:                    FRE CORPORATION III
                                            Attn. Elaine A. Westby
                                            C/o First Guaranty Exchange Company
                                            Suite 460
                                            1737 North First Street
                                            San Jose, California 95112
                                            (408) 451-7955


                  With a copy to:           Richard A. Goodman, Esq.
                                            Goodman & Levine
                                            1040 Marina Village Parkway
                                            Alameda, CA 94501
                                            Fax: (510) 814-1034

                  Lessee:                   Dynatec International Inc.
                                            3820 Great Lakes Drive
                                            West Valley City, Utah 84120
                                            Fax: (801) 972-2112

                  With copy to:             N. Todd Leishman
                                            Durham Jones & Pinegar
                                            50 South Main, Suite 850
                                            Salt Lake City, Utah 84144
                                            Fax: (801) 538-2425

                                       17
<PAGE>

22.1     If and  when  included  within  the  term  "Lessor",  as  used  in this
         instrument,  there are more than one person,  firm or corporation,  all
         shall jointly  arrange among  themselves  for their joint  execution of
         such a notice  specifying some individual at some specific  address for
         the receipt of notices and  payments  to Lessor.  All parties  included
         within the term "Lessor"  shall be bound by notices given in accordance
         with the provisions of this paragraph to the same effect as if each had
         received such notice.

                        XXIII.  SURRENDER OF PREMISES

23.      Lessee shall,  on or before the last day of the Lease term hereof or
         upon the sooner termination of such term, peaceable and quietly leave,
         surrender and yield up unto Lessor the land and  improvements  in good
         order,  condition  and  state  of  repair,  reasonable  wear  and tear
         excepted, together with all alternations,  additions and improvements,
         including  air-conditioning  equipment,  machinery and ducts which may
         have been made upon the Premises,  except movable  furniture,  movable
         personally  property  or movable  trade  fixtures,  at the  expense of
         Lessee.  All property  removable  pursuant to the  provisions  of this
         Section  shall be removed by Lessee on or before the date  hereinabove
         in this Section  indicated  and all  property not so removed  shall be
         deemed abandoned by Lessee to Lessor.  Where any personal  property is
         removed, any damage to the Premises will be repaired by Lessee.

23.1     All buildings, additions, improvements,  equipment and appurtenances on
         or in the Premises at the date hereof and which may be erected on or in
         the Premises during the term hereof including all alterations, changes,
         additions,  and  improvements  at any time placed upon the  Premises by
         Lessee,  as well as all  fixtures  and  articles of  personal  property
         attached to or used in connection  with the Premises,  are and shall be
         deemed to be and become  part of the  realty and the sole and  absolute
         property  of Lessor at the end or other  termination  of this Lease and
         shall  be  surrendered  to  Lessor;  provided,  however,  that  movable
         furniture,  movable  equipment,  movable personal  property and movable
         trade  fixtures  on or in the  Premises as of the date of this Lease or
         installed at the expense of Lessee or any sub-tenant during the term of
         this Lease,  which  pursuant to the  provisions  of this Section may be
         removed by Lessee,  shall not be deemed to be attached to the leasehold
         nor the property of, nor surrendered  to, Lessor.  Upon removal of such
         items,  Lessee shall repair any damage to the premises at Lessee's sole
         cost and expense.


                          XXIV.  EVENTS OF DEFAULT

24.      The following events shall be deemed to be events of default by Lessee
         under this Lease:

         a.       Lessee  shall  fail to pay any  installment  of rent or
                  additional  rent  within  fifteen  (15) days  after  said
                  installment is due.

                                       18
<PAGE>

         b.       Lessee  shall  become  insolvent,  or shall make a transfer in
                  fraud  of  creditors,  or  shall  make an  assignment  for the
                  benefit of creditors.

         c.       Lessee  shall file a petition  under any section or chapter of
                  the Federal Bankruptcy Code, as amended,  or under any similar
                  law or statute of the United States or any State  thereof,  or
                  Lessee shall be adjudged  bankrupt or insolvent in proceedings
                  filed against Lessee thereunder.

         d.       A receiver or trustee  shall be appointed  for all or
                  substantially all of the assets of Lessee.

         e.       Lessee shall desert or vacate the premises; provided, however,
                  desertion or vacation of the  premises  shall not be deemed to
                  be an event of  default  if  Lessee is not in  arrears  in the
                  payment of rent nor in default of any other  provision of this
                  Lease.

         f.       Except for  nonpayment  of rent and  additional  rent,  Lessee
                  shall fail to comply with any term,  provision  or covenant of
                  this Lease, and shall not cure such failure within twenty (20)
                  days after written notice thereof to Lessee.

24.1     With respect to curing any non-monetary  default listed in this Section
         or  elsewhere  herein,  it is  understood  that  if a  cure  cannot  be
         completed  within the time period for cure referred to herein,  despite
         best  efforts  of Lessee,  using all  possible  speed,  then it will be
         deemed  sufficient if Lessee has begun to cure within said time period;
         provided,  however,  that Lessee shall continue to use its best efforts
         and all possible speed to cure such default and does, in fact, effect a
         cure with a reasonable period of time.

24.2     Lessor shall be in default  hereunder if it fails to fulfill any of the
         covenants and  conditions as herein  provided by or performed by Lessor
         within  thirty (30) days of Lessee's  written  notice of the default to
         Lessor, or such longer period of time as may be reasonable necessary to
         cure the default if it is impossible or  impracticable to cure the same
         within thirty (30) days; provided,  however,  that if the nature of the
         problem  presents a serious  hazard or emergency,  Lessor shall perform
         its   obligations   as   immediately   as   possible   under  the  then
         circumstances.

                               XXV.  REMEDIES

25.      Upon the occurrence of any such events of default  described in Section
         24 hereof and following the twenty (20) days' written  notice to Lessee
         to cure said  events of default,  Lessor  shall have the option but not
         the  obligation  to pursue  any one or more of the  following  remedies
         without any notice or demand whatsoever:

         a.       Terminate this Lease, in which event Lessee shall  immediately
                  surrender  the  Premises to Lessor,  and if Lessee fails so to


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<PAGE>

                  do, Lessor may, without prejudice to any other remedy which it
                  may have for  possession or arrearage in rent,  enter upon and
                  take possession of the Premises and expel or remove Lessee and
                  any other  person who may be  occupying  such  Premises or any
                  part thereof; and Lessee agrees to pay to Lessor on demand the
                  amount  of all loss and  damage  which  Lessor  may  suffer by
                  reason of such termination, whether through inability to relet
                  the Premises on satisfactory terms or otherwise.

         b.       Enter upon and take  possession  of the  Premises and expel or
                  remove Lessee and any other who may be occupying such Premises
                  or any part  thereof,  and relet the  premises and receive the
                  rents  therefor;  and Lessee agrees to pay to Lessor on demand
                  any  deficiency  and  reasonable  expenses  that may  arise by
                  reason of such reletting.

         c.       Enter upon the Premises and do whatever Lessee is obligated to
                  do under  the  terms  of this  Lease,  and  Lessee  agrees  to
                  reimburse  Lessor on demand for any expenses  which Lessor may
                  incur in this effecting  compliance with Lessee's  obligations
                  under the Lease.

         d.       In case suit shall be brought for  recovery of  possession  of
                  the Premises, for the recovery of rent or any other amount due
                  under the  provisions of this Lease,  or because of the breach
                  of any other covenant  herein  contained on the part of Lessee
                  or Lessor to be performed,  and a breach shall be established,
                  the party in  default  shall pay to the other  party all other
                  expenses incurred therefor,  including a reasonable attorney's
                  fee and costs of court.

         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 due to Lessor or of any
         damages  accruing  to Lessor by reason of the  violation  of any of the
         terms,  provisions and covenants herein contained.  No waiver by Lessor
         of  any  violation  or  breach  of any of  the  terms,  provisions  and
         covenants herein contained shall be deemed or construed to constitute a
         waiver of any other violation or breach of any of the terms, provisions
         and covenants herein contained.  Lessor's  acceptance of the payment of
         rental or other payments  hereunder after the occurrence of an event of
         default shall not be construed as a waiver of such default. Forbearance
         by Lessor 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.

25.1.    If Lessor defaults  hereunder and such default is not cured as provided
         above,  then, in addition to any other rights and remedies available to
         Lessee under  applicable  law,  Lessee shall be entitled to (a) perform
         the obligations and be immediately  reimbursed by Lessor for the sum it
         actually  expends in the  performance of Lessor's  obligations,  or (b)
         terminate  this Lease upon sixty  (60) days'  prior  written  notice to
         Lessor.

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<PAGE>


                            XXVI.  GOVERNING LAW

26.      This Lease shall be governed by and construed in accordance with the
         laws of the State of Utah.

                              XXVII. BROKERAGE

27.      ANA Development,  L.C.  represents Lessor and Lessee. Each party hereto
         represents that ANA Development,  L.C.  negotiated or arranged for this
         Lease,  and  that  apart  from  commissions  due to  them,  no  fees or
         commissions  are due any  other  person,  firm or  corporation  for the
         procurement  hereof,  and each party agrees to  indemnify  and hold the
         other  harmless from and against any other  expenses which the party so
         indemnified may incur by reason of claims of any other person,  firm or
         corporation claiming any brokerage commission,  finder's fee or similar
         compensation based upon any alleged  negotiations or dealings with such
         indemnifying party, contrary to the foregoing  representations.  Lessor
         shall be responsible to pay all commissions.


                            XXVIII.  RECORDING

28.      The  parties  undertake,  within  ten days of the  receipt of a written
         request  from the  other,  to  execute a  memorandum  of this  Lease in
         recordable  form.  If  either  party  shall  record  this  Lease  or  a
         memorandum  of this Lease,  the party so recording  shall be liable for
         the entire cost thereof.

                           XXIX.  MISCELLANEOUS

29.      Words of any gender used in this Lease shall be held and  construed  to
         include any other  gender,  and words in the  singular  number shall be
         held to include the plural, unless the context otherwise requires.

29.1     The terms,  provisions and covenants and  conditions  contained in this
         Lease shall apply to the benefit of, and be binding  upon,  the parties
         hereto  and  upon  their  respective  heirs,   legal   representatives,
         successors and permitted assigns,  except as otherwise herein expressly
         provided.

29.2     The captions are inserted in this Lease for convenience  only and in no
         way to define, limit, or describe the scope or intent of this Lease, or
         any provision hereof,  nor in any way affect the interpretation of this
         Lease.

                                       21
<PAGE>

29.3     Whenever this Lease refers to the prior consent or approval (written or
         oral) by Lessor or Lessee, Lessor and Lessee, respectively,  agree that
         such consent or approval shall not be unreasonably withheld or delayed.

29.4     This Lease may not be altered, changed or amended except by an
         instrument in writing signed by Lessor and Lessee.

29.5     If this  Lease is  terminated  for any  reason  other  than  default of
         Lessee,  all  liabilities  of the  parties  shall be adjusted as of the
         effective date of the termination.  Any termination hereof by reason of
         a default of Lessee  shall not affect any  obligation  or  liability of
         Lessee  under this  Lease  which  accrued  prior or  subsequent  to the
         effective date of termination, and all such obligations and liabilities
         of Lessee shall survive such termination.

29.6     The terms and conditions contained herein are not independent
         covenants, but are mutually dependent upon each other.

29.7     If any of the terms of this Lease,  or the  application  thereof to any
         person  or   circumstances   shall,  to  any  extent,   be  invalid  or
         unenforceable,  the remainder of this Lease, or the application of such
         term to  persons  or  circumstances  other than those as to which it is
         invalid or  unenforceable,  shall not be affected thereby and each term
         of this Lease  shall be valid and  enforceable  to the  fullest  extent
         permitted by law.

29.8     In the event of  litigation  between  Lessor  and  Lessee  relative  to
         rights,  obligations  and  duties of either  party  under  this  Lease,
         attorneys' fees and costs shall be paid by the non-prevailing party.

29.9     The failure of a party to insist in one or more instances upon a strict
         performance  of any of the other's  obligations  under this Lease or to
         exercise  any option or right given to a party  hereunder  shall not be
         construed as a waiver or relinquishment of any rights, remedy or option
         under  this  Lease.  If a party  does  waive  any  breach  of any term,
         covenant or condition contained in this Lease, such waiver shall not be
         deemed  to be a waiver  of any  subsequent  breach  of the  same  term,
         covenant  or  condition  or of any other term,  covenant  or  condition
         contained  in this Lease.  The  acceptance  of rent under this Lease by
         Lessor  shall not be deemed  to be  waiver of any  preceding  breach by
         Lessee of any term, covenant or condition of this Lease, other than the
         failure of Lessee to pay the particular rent so accepted, regardless of
         Lessor's  knowledge of such preceding  breach at the time of acceptance
         of such rent.  No  covenant,  term of  condition of this Lease shall be
         deemed to have been waived by a party  unless such waiver is in writing
         signed by that party.

29.10    This Lease and the exhibits  and/or  addenda  hereto and forming a part
         hereof  set  forth  all  the  covenants,  agreements,   conditions  and
         understanding  between  Lessor and Lessee  concerning  the Premises and
         there are no covenants, agreements, conditions of understanding, either
         oral or written,  between  Lessor and lessee  other than those that are
         herein set forth.  Except as otherwise  provided herein,  no subsequent


                                       22
<PAGE>

         alteration,  amendment,  change  or  addition  to this  Lease  shall be
         binding upon the parties unless reduced to writing and signed by them.

29.11    Time is the essence of this Lease.

29.12    Either party to this Lease shall be excused for the period of any delay
         in the  performance  of any  obligations  that are required  hereunder,
         other than an obligation to pay rent or other  monies,  when  prevented
         from doing so by cause or causes  beyond its control,  including  labor
         disputes,  civil commotion,  war, governmental regulations or controls,
         fire or other  casualty,  weather,  inability  to obtain  any  material
         services or act of God.

29.13    All exhibits  and/or addenda  attached hereto shall be considered to be
         fully integrated into and made a part of this Lease as if such exhibits
         and/or addenda were fully and completely set forth herein.

29.14    Each individual executing this Lease does thereby represent and warrant
         to each other  person(s) so signing (and to each other entity for which
         another  person may be  signing)  that he has been duly  authorized  to
         execute  and  deliver  this  Lease in the  capacity  and for the entity
         indicated.

29.15    The parties do not by this Lease, in any way or for any purpose, become
         partners or joint venturers with each other.

29.16    There are no third party beneficiaries, actual or intended, of this
         Lease.

29.17    This Lease may be executed in any number of counterpart originals, each
         of which shall be deemed an original  instrument for all purposes,  but
         all of which shall comprise but one and the same instrument.

29.18    All covenants and warranties set forth herein shall survive the
         expiration of this Lease.

29.19    At any time and from time to time, within thirty (30) days after notice
         of request by either party, the other party shall execute,  acknowledge
         and deliver to the requesting  party, or to such other recipient as the
         notice  shall  direct,  a  statement  certifying  that  this  Lease  is
         unmodified  and in full  force  and  effect  or,  if  there  have  been
         modifications,  that it is in full force and effect as  modified in the
         manner  specified in the statement.  The statement shall also state the
         dates  to which  the  rent and any  other  charges  have  been  paid in
         advance.  The  statement  shall be such that it can be relied on by any
         auditor,  creditor,  commercial  banker and investment banker of either
         party and by any prospective  purchaser or encumbrancer of the Premises
         or  improvements or both or of all or any part or parts of the Premises
         or  improvements  or both or of all or any part or parts of Lessee's or
         Lessor's interests under this Lease.

                                       23
<PAGE>

         Lessee's failure to execute,  acknowledge and deliver, on request,  the
         certified  statement  described  above within the specified  time shall
         constitute  acknowledgment by Lessee to all persons entitled to rely on
         the  statement  that this  Lease is  unmodified  and in full  force and
         effect  and that the rent and  other  charges  have been duly and fully
         paid to and including the  respective due dates  immediately  preceding
         the date of the notice of request and shall  constitute a waiver,  with
         respect  to all  persons  entitled  to  rely on the  statement,  of any
         defaults that may exist before the date of the notice.

29.20    If Lessor sells or transfers all or a portion of the Premises,  Lessor,
         on  consummation  of the sale or transfer,  shall be released  from any
         liability thereafter accruing under this Lease. If any security deposit
         or  prepaid  rent has been paid by  Lessee,  Lessor  can  transfer  the
         security  deposit or prepaid  rent to Lessor's  successor,  and on such
         transfer  and receipt by Lessee of a written  statement  from  Lessor's
         successor  acknowledging  and accepting such transfer,  Lessor shall be
         discharged  from any further  liability  with reference to the security
         deposit or prepaid  rent.  This Lease shall not be affected by any such
         sale, and Lessee agrees to attorn to the purchaser or assignee.


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IN WITNESS WHEREOF,  Lessor and Lessee have respectively  signed and sealed this
Lease on the dates set forth below.

                         LESSOR:  FRE CORPORATION III, a California corporation


                         By: /s/
                            ----------------------------------------------------
                         Elaine A. Westby, President


                         Date:
                              --------------------------------------------------


                         LESSEE:  Dynatec International, Inc.
                         a Utah corporation

                         By: /s/
                            ----------------------------------------------------
                         Frederick W. Volcansek, Sr.,
                         Chief Executive Officer
                         Date:
                              --------------------------------------------------