Exhibit 10.42
                                 -------------


                               CONSENT TO SUBLEASE
                               -------------------
                                 AND ASSUMPTION
                                 --------------

         This  CONSENT  TO  SUBLEASE  AND  ASSUMPTION  ("Consent")  is made  and
executed this 21st day of February,  2002,  between 2755 E. COTTONWOOD  PARKWAY,
L.C.  ("Landlord"),  PLIANT  CORPORATION,  a Utah  corporation  formerly know as
Huntsman Packaging Corporation ("Sublessor") and CATEGORY 5 TECHNOLOGIES,  INC.,
a Nevada corporation ("Sublessee").

                                 R E C I T A L S
                                 ---------------

         A.  Pursuant to that  certain  Lease  Agreement  between  Landlord  and
Sublessor dated the 21st day  of July, 2000 (the "Lease  Agreement"),  Sublessor
leased from Landlord certain commercial office space in a building  ("Building")
constructed  on real  property  owned by Landlord  located in Salt Lake  County,
Utah, as more particularly described in the Lease Agreement.

         B. In  accordance  with  Section 10 of the Lease  Agreement,  Sublessor
intends to sublease to Sublessee all of Sublessor's right, title and interest in
and to a portion of the Premises  leased to the Sublessor  pursuant to the Lease
Agreement  (said  portion,  as more fully  described in the  Sublease  Agreement
referenced  below and attached  hereto,  is referred to herein as the  "Sublease
Premises"),  and Sublessee intends to accept, sublease and assume certain of the
obligations and undertakings of the Sublessor under the Lease Agreement.

         C. The parties  desire to set forth  herein the consent of the Landlord
to the sublease of the Sublease Premises upon the terms and conditions set forth
herein and in the Sublease  Agreement  between the Sublessor and Sublessee  (the
"Sublease  Agreement"),  a complete copy of which is attached  hereto as Exhibit
"A".

         D. The parties  further  desire to provide  herein for the  delivery by
Sublessor and  Sublessee of the  instrument  required  under Section 10.2 of the
Lease Agreement.

         NOW,  THEREFORE,  for and in consideration of the parties covenants and
agreements contained herein and in the Lease Agreement,  Landlord, Sublessor and
Sublessee, covenant and agree as follows:

         1.  Recitals.  The recitals to this Consent are an integral part of the
agreement and  understanding  of the parties,  and are incorporated by reference
herein.

         2.  Definitions.  The definitions of certain of the  capitalized  terms
used in this  Consent not  expressly  defined  herein  will have the  respective
meanings set forth in the Glossary of Defined Terms attached as Exhibit A to the
Lease Agreement.


                                       1
<PAGE>

         3. Sublease.  Sublessor and Sublessee hereby represent and warrant that
the Sublease Agreement attached hereto contains all of the terms, conditions and
provisions  of the sublease  agreement  between  Sublessor  and  Sublessee.  The
Sublessee  agrees to assume  and  perform,  according  to the terms of the Lease
Agreement, all of the duties, covenants, agreements, obligations and limitations
of the Sublessor under the Lease Agreement with respect to the Sublease Premises
as if  Sublessee  were the  tenant  under  the  Lease  Agreement,  excepting  as
expressly  set forth to the  contrary in Section 34 of the  Sublease  Agreement.
Subject to the terms and  conditions  of the Sublease  Agreement,  the preceding
sentence,  and  advance  written  notice  from  Sublessee  to  Sublessor  of the
Sublessee's intention to cure any default, actual or alleged, of Sublessor under
the Lease Agreement and, following any such notice,  Sublessor's  opportunity to
cure and  cure of any  such  default  prior  to the  expiration  of the any cure
periods   specified  in  the  Lease  Agreement  (with  the   understanding   and
acknowledgement  of Sublessee and Sublessor that neither Sublessee nor Sublessor
shall have any  additional  time to cure any such default),  Landlord  agrees to
accept,  and Sublessor  consents to, the performance by Sublessee of Sublessor's
obligations  as performance of Sublessor  under the Lease  Agreement.  Sublessor
acknowledges that,  notwithstanding anything to the contrary contained herein or
in the Sublease Agreement, Sublessor remains directly liable for the performance
of all the obligations of Sublessor as Tenant under the Lease Agreement  without
modification as a result of the Sublease  Agreement or this Consent  (including,
without  limitation,  the  obligation  to pay all Rent),  and Landlord  shall be
permitted to enforce the Lease Agreement  against Sublessor without prior demand
upon or proceeding in any way against Sublessee or any other persons.  Sublessor
agrees  with  Landlord  that,  if the  Rent or  other  consideration  due by the
Sublessee  exceeds the Rent for the transferred  space, then Sublessor shall pay
Landlord as Additional  Rent under the Lease  Agreement all such excess Rent and
other  consideration  immediately  upon  Sublessor's  receipt thereof  Sublessee
acknowledges  the  prohibition  against rent based on income or profits  derived
from the  Premises,  and  Sublessee  agrees  that it will not take any action in
connection with its use or occupancy of the Sublease Premises that would cause a
default  or breach  under the Lease  Agreement.  Sublessor  agrees to provide or
maintain to Landlord,  at its expense,  direct access from a public  corridor in
the Building to the Sublease  Premises  under the terms and conditions set forth
in the Lease Agreement,  and Sublessee consents thereto. The Sublessee agrees to
use and occupy  the  Sublease  Premises  solely for the  purpose  identified  in
Section 4 of the Lease  Agreement  and otherwise in strict  accordance  with the
Lease  Agreement.  Subject  to the terms and  conditions  hereof,  this  Consent
constitutes a direction and full authority, but not requirement,  to Landlord to
deal with the  Sublessee  as a Tenant  of the  Sublease  Premises  as and to the
extent reasonably  necessary or appropriate to ensure the  administration of the
Lease Agreement as it relates to the Sublease  Premises;  provided that any such
dealings shall not adversely affect  Sublessor's  rights and interests under the
Lease  Agreement or interest in the Premises;  and provided that Landlord  shall
not amend or modify the Lease  Agreement as it relates to Sublessee  without the
advance,  written consent of Sublessor,  which may be withheld or conditioned in
Sublessor's sole discretion; and provided that Landlord shall not consent to any
assignment or transfer of the Sublease Premises or Sublessee's  interest therein
without  Sublessor's  advance,   written  consent,  which  may  be  withheld  or
conditioned  in  Sublessor's   sole   discretion.   Sublessee  agrees  that  any
enforcement of the Lease  Agreement  against  Sublessor that would terminate the
Lease Agreement,  entitle the Landlord to re-enter the Sublease Premises,  evict
Sublessor,  or  terminate  Sublessor's  right  of  possession,   would  likewise
terminate Sublessee's right of possession.



                                       2
<PAGE>

         4. Consent to Sublease and Sublessor's Work. Subject to and conditioned
upon payment by Sublessee to Landlord of Landlord's  legal  expenses  associated
with this Consent in an amount not to exceed  $2,000,  Landlord  consents to the
sublease  attached  hereto  under  the terms and  conditions  set forth  herein.
Landlord  further  consents to and approves the Sublessor's  Work as provided in
paragraph 7 of the  Sublease  Agreement  and  Exhibit "B" thereto  ("Sublessor's
Work");  provided,  however,  that Landlord does not make any warranty and shall
not have any  obligation  to  Sublessee  or  Sublessor  respecting  the quality,
condition or suitability of the  Sublessor's  Work or of the Sublease  Premises,
and Sublessor and Sublessee  acknowledge  that Landlord has made no  warranties,
either express or implied,  concerning the Sublease  Premises,  the  Sublessor's
Work or that  the  Sublease  Premises  are  suitable  for  Sublessee's  intended
purposes.  The consent  contained  herein does not  constitute  a consent to any
subsequent  sublease or assignment of the Lease  Agreement or any portion of the
Premises.

         5. Sublease  Premises.  Without  limiting the  foregoing,  the Sublease
Premises shall be described as follows:

              (a) Sublease  Premises  Location:  (i) the portion of the Premises
         shown as Subleased  Premises on the space plan  attached as Exhibit "A"
         to the Sublease  Agreement,  consisting of approximately  17,777 square
         feet of Rentable Area on the 4th floor of the Building.

              (b) Sublease  Commencement  Date and  Expiration  Date:  The Lease
         Commencement Date for the Sublease Premises and the Sublease Expiration
         Date for the  Sublease  Premises  shall be as provided in the  Sublease
         Agreement; provided, however, in no event shall such date extend beyond
         the Lease Expiration Date set forth in the Lease Agreement.

         6. Base Rent,  Additional  Rent,  Tenant's  Share,  Satellite Space and
Parking.  The Base Rent,  Additional  Rent,  Tenant's Share and Parking shall be
allocated between Sublessor and Sublessee as provided in the Sublease Agreement;
provided,  however, that Sublessor hereby acknowledges that it remains fully and
directly  liable for the  performance of all  obligations and the payment of all
amounts due by Tenant under the Lease Agreement;  provided that, notwithstanding
the  foregoing or any other term or  condition  hereof,  Sublessee  shall remain
obligated  and  liable  to  Sublessor  as set forth in the  Sublease  Agreement.
Sublessor  shall retain,  and  Sublessee  shall not be assigned and shall not be
entitled  to  access  or use of,  Sublessor's  Satellite  Space as set  forth in
Section 28 of the Lease Agreement.

         7. Notices. All notices and demands, which may or are to be required or
permitted  to be given  hereunder or under the  Sublease  Agreement  shall be in
writing.  All notices  and demands by  Sublessor  to  Sublessee  pursuant to the
Sublease  Agreement also shall be concurrently  sent to Landlord (at the address
for notices to Landlord noted in the Lease Agreement,  or to such other place as
Landlord may from time to time  designate in a notice to Sublessor in accordance
with the Lease Agreement) by receipted hand delivery, by confirmed facsimile, by
United States mail,  postage  prepaid,  or by an express  delivery service which

                                       3
<PAGE>

maintains records of deliveries, freight prepaid. All notices and demands by the
Sublessee  to  Sublessor  pursuant  to the  Sublease  Agreement  also  shall  be
concurrently  sent to Landlord (at the address for notices to Landlord  noted in
the Lease  Agreement,  or to such other place as Landlord  may from time to time
designate in a notice to Sublessor and  Sublessee in  accordance  with the Lease
Agreement) by receipted hand delivery, by confirmed facsimile,  by United States
Mail, postage prepaid, or by an express delivery service which maintains records
of deliveries, freight prepaid. All notices and demands by Landlord to Sublessee
or  Sublessor  shall be  concurrently  sent in the manner  provided in the Lease
Agreement  for notices to Tenant,  addressed to both  Sublessee  (at the address
noted in the  Sublease  Agreement)  and to the  Sublessor  (at the  address  for
notices to Tenant  noted in the Lease  Agreement),  or to such  other  places as
Sublessee  and/or  Sublessor  may from  time to time  designate  in a notice  to
Landlord in accordance with the Lease Agreement. Notices given by or to Landlord
shall become effective as provided in Section 27.7 of the Lease  Agreement.  The
date that notices from Sublessor to Sublessee or from Sublessee to Sublessor are
deemed to have been  given,  received  and  become  effective  shall be the date
provided in the Sublease Agreement.

         8. Addendum.  Landlord hereby consents to the assignment from Sublessor
to Sublessee of all of the right,  title and interest of Sublessor as the Tenant
under the Monument Sign Addendum  dated July 21, 2000 and attached as an Exhibit
to the Lease  Agreement (the "Monument  Addendum") upon the terms and conditions
set forth herein.  The Sublessee agrees to assume and perform,  according to the
terms  of the  Monument  Addendum,  all of the  duties,  covenants,  agreements,
obligations, and to be subject to all the limitations of the Tenant (Sublessor),
under the Monument Addendum with respect to the right to have its name displayed
on a monument sign as provided in the Monument Addendum as if Sublessee were the
Tenant thereunder.  Sublessor acknowledges that, notwithstanding anything to the
contrary  contained  herein or in the  Sublease  Agreement,  until  such time as
Sublessor  gives written  notice ( the "Monument  Sign Notice") to Landlord that
Sublessee is no longer a subtenant of Sublessor under the Sublease  Agreement as
a result of a default or breach by  Sublessee  of any of the  provisions  of the
Sublease  Agreement and/or the Lease Agreement (a "Sublessee  Default") or other
termination of the Sublease  Agreement  according to its terms,  Sublessor shall
not have any rights to have its name  displayed on a monument  sign  pursuant to
the  Monument  Addendum;  provided,  however,  that in the event of  receipt  by
Landlord  from  Sublessor  of a Monument  Sign Notice of a Sublessee  Default or
other  termination  of the Sublease  Agreement  according  to its terms,  either
Sublessor or Landlord shall have the right to terminate Sublessee's rights under
the Monument Addendum.  Subject to the foregoing,  Landlord shall look solely to
Sublessee  for the  performance  of all the  obligations  of  Tenant  under  the
Monument  Addendum  until receipt by Landlord from  Sublessor of a Monument Sign
Notice.  The  Sublessee  agrees  to  and  assumes  the  terms,  obligations  and
limitations  of the Monument  Addendum.  The consent  contained  herein does not
constitute a consent to any  subsequent  assignment  of the  Monument  Addendum.
Landlord  acknowledges and agrees that, upon payment by Sublessee to Landlord of
the reasonable  costs  associated with any  changeover,  conversion or addition,
each  of  Sublessor  and  Sublessee  shall  be  entitled  to and  have  Building
directory, elevator access and door signage, as well as, to the extent available
to other  tenants  of the  Building,  such other  signage  as may be  reasonably
necessary or appropriate to indicate  Sublessor's and  Sublessee's,  as the case
may  be,  occupancy  of  the Sublease Premises  or the  "Retained  Premises" (as

                                       4
<PAGE>

defined in the Sublease  Agreement).  Notwithstanding  any  provision  contained
herein or in the Sublease Agreement,  the parties acknowledge and agree that the
Building  Sign  Addendum  dated July 21, 2000 and the Lease  Extension  Addendum
dated  July  21,2000  attached  as an  Exhibit  to the Lease  Agreement  are not
assigned to Sublessee in connection with this Consent.

         9.  Landlord's   Further   Representation   and  Agreements.   Landlord
certifies,  to its actual knowledge without any duty to investigate or discover,
that as of the date of Landlord's execution hereof,  Sublessor is not in default
or  breach  of  any of the  provisions  of the  Lease  Agreement,  no  event  or
circumstance  has occurred and is continuing,  that with the giving of notice or
the passage of time, or both,  would constitute a default by Sublessor under the
Lease Agreement,  and that the Lease Agreement has not been amended or modified.
Landlord  acknowledges and agrees that Landlord shall not prevent Sublessor from
removing the Smed System in accordance with the Lease Agreement upon termination
of the Sublease,  so long as there is not then a default by Sublessor  under the
Lease Agreement. Landlord further confirms that Landlord does not have any right
of first  refusal to purchase  the Smed  System,  in whole or in part.  Further,
Landlord  acknowledges and confirms that, in connection with or by reason of any
such removal or otherwise, no Tl Amount shall be payable by Sublessor.  Landlord
also acknowledges and confirms that the Lease  Commencement Date under the Lease
Agreement was November 1, 2000,  and the Lease  Expiration  Date under the Lease
Agreement is October 31, 2005, unless earlier  terminated in accordance with the
provisions of the Lease Agreement.

         10. Other Provisions.  Sublessor  represents,  warrants and agrees with
Landlord as follows:

              (a) The  Lease  Agreement  and  this  Consent  embody  the  entire
         agreement  now  existing  with  Landlord  related to the  Premises  and
         Sublease Premises; and

              (b) The Lease  Agreement  is in full  force  and  effect  and,  in
         reliance on  assurances  of Landlord  that Landlord has no knowledge of
         any default by Landlord under the Lease Agreement, no default exists on
         the part of Landlord thereunder; and

              (c) The Lease  Agreement,  or any interest  therein,  has not been
         previously subleased, assigned or pledged by Sublessor.

              Sublessee  represents,   warrants  and  agrees  with  Landlord  as
         follows:

              (d) The  Lease  Agreement  and  this  Consent  embody  the  entire
         agreement  now  existing  with  Landlord  related to the  Premises  and
         Sublease Premises; and

              (e) The waiver of  subrogation  set forth in  Section  17.2 of the
         Lease Agreement shall apply as between Landlord and Sublessee.

              11. General. Without limiting any provision respecting sublease or
other  transfer as  contained  in the Lease  Agreement,  this  Consent  shall be
binding upon and inure to the benefit of the respective  legal  representatives,
and any authorized  successors and assigns of the parties. This Consent shall be
governed by, and  construed in accordance  with,  the laws of the State of Utah.
The Lease  Agreement  is, and shall remain,  in full force and effect,  with the
provisions  thereof  applicable  to the Sublease  Premises.  In the event of any
conflict between the terms of the Lease Agreement and this Consent, this Consent
shall  control. In  the event  of  any  conflict  between the terms of the Lease

                                       5
<PAGE>

Agreement and the Sublease  Agreement,  the Lease Agreement  shall control.  The
person executing this Consent on behalf of Sublessee  warrant and represent that
(a) Sublessee is a duly organized and existing legal entity, in good standing in
the State of Nevada,  (b)  Sublessee  has full right and  authority  to execute,
deliver and perform  this  Consent and no approval or consent of any third party
(other  than the  parties to this  Consent) is  necessary  to make such  Consent
effectual or  otherwise  valid and binding,  and (c) the person  executing  this
Consent on behalf of Sublessee  was  authorized  to do so. The person  executing
this Consent on behalf of Sublessor  warrant and represent that (a) Sublessor is
a duly  organized and existing  legal  entity,  in good standing in the State of
Utah, (b) Sublessor has full right and authority to execute, deliver and perform
this  Consent  and no  approval  or consent of any third  party  (other than the
parties  to this  Consent)  is  necessary  to make  such  Consent  effectual  or
otherwise valid and binding, and (c) the person executing this Consent on behalf
of Sublessor  was  authorized  to do so. The persons  executing  this Consent on
behalf of Landlord  warrant and represent  that (a) Landlord is a duly organized
and existing  legal entity,  in good standing in the State of Utah, (b) Landlord
has full right and authority to execute, deliver and perform this Consent and no
approval or consent of any third party (other than the parties to this  Consent)
is necessary to make such Consent effectual or otherwise valid and binding,  and
(c) the person executing this Consent on behalf of Landlord was authorized to do
so.

                DATED and effective as of the date first written above.

                                       SUBLESSEE:

                                       CATEGORY 5 TECHNOLOGIES, INC.,
                                       a Nevada corporation

                                       By:______________________

                                       Title:___________________

                                       SUBLESSOR:

                                       PLIANT CORPORATION,  a Utah corporation
                                       formerly known as Huntsman Packaging
                                       Corporation


                                       By:______________________

                                       Title:___________________


                                       LANDLORD:

                                       2755 E. COTTONWOOD PARKWAY, L.C., a Utah
                                       limited liability company, by its
                                       following Manager

                                       COTTONWOOD PARTNERS MANAGEMENT, LTD.,
                                       a Utah limited partnership, by its
                                       following general partner

                                       COTNET MANAGEMENT, INC., a Utah
                                       corporation

                                       By:_________________________
                                          JOHN L. WEST, President




                                       6
<PAGE>

                                    EXHIBIT A

                               SUBLEASE AGREEMENT
                               ------------------


                                       7
<PAGE>

                                    SUBLEASE

         1. PARTIES. This Sublease,  dated as of the 20th day of February, 2002,
is made  between  PLIANT  CORPORATION,  a Utah  corporation  ("Sublessor"),  and
CATEGORY 5 TECHNOLOGIES, INC., a Nevada corporation ("Sublessee").

         2.  MASTER  LEASE.  Sublessor  is the  tenant  under  a  written  Lease
Agreement, dated July 21, 2000, wherein 2755 E. Cottonwood Parkway, L.C., leased
to Sublessor the Premises  located at 2755 East Cottonwood  Parkway,  Suite 400,
Salt Lake City, Salt Lake County, Utah. The Lease Agreement,  which includes the
exhibits and addenda referred to in the Lease Agreement,  constitute the "Master
Lease".  Capitalized  terms used in this Sublease and not  otherwise  defined in
this Sublease shall have the meanings given to such terms in the Master Lease.

         3. SUBLEASED  PREMISES.  Subject to the Master Lease and to Sublessor's
continuing  rights  to  access,  in common  with the  Sublessee,  the  "Retained
Premises"  (as  defined  below) as shown on attached  Exhibit  "A" (the  "Common
Access  Areas"),  Sublessor  hereby  subleases  to  Sublessee  on the  terms and
conditions  set forth in this Sublease that portion of the Premises shown as the
"Subleased  Premises" on the space plan attached as Exhibit "A" (the  "Subleased
Premises").  The Subleased Premises consist of approximately  17,777 square feet
of Rentable Area (the "Subleased  Premises Area").  That portion of the Premises
not included in the Subleased Premises, consisting of approximately 4,380 square
feet of  Rentable  Area,  is  referred  to in  this  Sublease  as the  "Retained
Premises".

         4. REPRESENTATIONS AND WARRANTIES BY SUBLESSOR. Sublessor makes each of
the  representations  and  warranties in this Paragraph 4, each of which is true
and accurate as of the date of  execution of this  Sublease and will be true and
accurate as of the  Commencement  Date,  except and only to the extent Sublessee
has actual knowledge to the contrary:

              (a) Subject to the consent of Lessor as specified below, Sublessor
         has the  requisite  corporate  power and  authority,  and has been duly
         authorized, to execute this Sublease.

              (b) To Sublessor's  actual knowledge,  the Master Lease is in full
         force and effect,  the Master Lease has not been amended or modified in
         any manner,  no Event of Default by  Sublessor  exists under the Master
         Lease,  and there is no event or circumstance  that has occurred and is
         continuing  that with the  passage of time or the giving of notice,  or
         both,  would  constitute  an Event of  Default by  Sublessor  under the
         Master Lease.

              (c) To Sublessor's  actual knowledge,  Lessor has performed all of
         its obligations to be performed  pursuant to the Master Lease as of the
         date of this  Sublease  and Lessor is not in  default  under the Master
         Lease and there is no event or  circumstance  that has  occurred and is
         continuing  that with the  passage of time or the giving of notice,  or
         both, would constitute a default by Lessor under the Master Lease.

         5. SUBLESSEE  REPRESENTATIONS  AND  WARRANTIES;  FURTHER  AGREEMENTS OF
SUBLESSEE:  Sublessee hereby represents and warrants to, and agrees with, Lessor

                                       8
<PAGE>

and  Sublessor as follows,  each of which is true and accurate as of the date of
execution  of this  Sublease  and  will be true and  accurate  as of the date of
execution of this  Sublease,  except and only to the extent  Lessor or Sublessor
has knowledge to the contrary:

              (a) Sublessee has the requisite corporate power and authority, and
         has been duly authorized, to execute this Sublease.

              (b) Sublessee has made independent  inquiry and investigation into
         the  transactions  contemplated  by this  Sublease and, on the basis of
         such inquiry and  investigation,  has independently  concluded that the
         transactions  contemplated  by and under this  Sublease are in the best
         interests of Sublessee and for full,  fair and adequate  consideration,
         such that the transactions  contemplated by and under this Sublease are
         being made by  Sublessee  voluntarily,  with no  duress,  and with full
         understanding of the circumstances.

           6. TERM.

              (a) The "term" of this  Sublease  shall  commence on the date that
         Sublessor  completes  Sublessor's  Work pursuant to Paragraph 7, below,
         minor "punch-list" items excepted,  and delivers possession (completion
         of  such  work  and  delivery  of  possession   being  referred  to  as
         "Possession") of the Subleased Premises to Sublessee (the "Commencement
         Date"),  which  Commencement  Date  shall be  confirmed  in  writing by
         Sublessee  and  Sublessor,  and  shall  end on  October  31,  2005 (the
         Termination  Date"),  unless otherwise sooner  terminated in accordance
         with the  provisions  of this  Sublease.  If, for any reason other than
         fault  or  delay  caused  by  Sublessee,  Sublessor  does  not  deliver
         Possession to Sublessee by March 1, 2002 (the  "Scheduled  Commencement
         Date"), Sublessee shall be entitled to a rent credit, for each day from
         and after March 2, 2002 that  Possession  shall not be so  delivered to
         Sublessee,  in an amount equal to the sum of (i) NINE HUNDRED  THIRTEEN
         AND 54/100  DOLLARS  ($913.54) and (ii) the Adjusted  Additional  Rent,
         prorated  on a per diem basis,  based on a thirty  (30) day month,  for
         actual days  elapsed,  payable  from and after  November 1, 2002,  but,
         otherwise,  this  Sublease  shall  remain in full force and effect.  If
         Sublessor fails to deliver  Possession to Sublessee  within thirty (30)
         days following the Scheduled  Commencement  Date,  Sublessee may cancel
         and terminate  this Sublease  upon written  notice to Sublessor  within
         three (3) business days thereafter,  in which event this Sublease shall
         be canceled,  all monies  previously  paid by Sublessee to Sublessor on
         account of this Sublease shall be returned to Sublessee,  this Sublease
         shall  thereafter  be  of no  further  force  or  effect,  and  neither
         Sublessee  nor  Sublessor  shall  have any other or  further  liability
         pursuant to this  Sublease or otherwise on account of any such delay or
         cancellation.

              (b)  Sublessee  shall have the right to enter  upon the  Subleased
         Premises on or after February 11, 2002 for the purpose of preparing the
         Subleased  Premises for  Sublessee's  occupancy and use, and such entry
         shall  not  require  the  payment  of any rent,  shall  not  constitute
         Possession  of the  Subleased  Premises,  and  shall  not  advance  the
         Termination  Date;  provided that Sublessee  shall  coordinate any such
         entry with Sublessor so as to reasonably minimize any interference with

                                       9
<PAGE>

         Sublessor's  Work;  and   provided  that  any  delay  in the  Scheduled
         Commencement  Date as  and to the extent  caused by  any such  entry by
         Sublessee  or by "force  majeure" (as defined below)  shall result in a
         corresponding delay in the Scheduled Commencement Date.

         7.  SUBLESSOR'S  WORK.  Sublessor  shall, at its sole cost and expense,
undertake  and  diligently  complete the work within the  Premises  particularly
described on Exhibit "B" ("Sublessor's Work"), with all such Sublessor's Work to
be done in compliance  with all of the terms and conditions of the Master Lease,
including without limitation the absence of any lien or encumbrance prior to the
interest of Sublessee or the Lessor in and to the Subleased  Premises,  and with
the  understanding  and agreement that Sublessor  shall use its best  reasonable
efforts,   subject  to  any  Sublessee  delay  or  force  majeure,  to  complete
Sublessor's Work, minor punch-list items excepted, no later than March 1, 2002.

         By the execution  hereof,  Lessor and Sublessee  acknowledge  and agree
that, other than Sublessor's Work, Sublessor shall have no further obligation or
liability for the alteration,  remediation,  modification  and/or improvement of
the Premises  under the Master  Lease,  by reason of this Sublease or otherwise,
including  without  limitation  in connection  with any work required  under the
Master Lease or in connection with any future occupant of all or any part of the
Premises.

          8. RENT.

              (a)  Sublessee  shall pay to  Sublessor as minimum  monthly  rent,
         without  deduction,  setoff,  notice, or demand (except as specifically
         provided  for in this  Sublease),  at the  address  set forth below the
         following amounts:

                     (i) For the period  beginning on the date of this  Sublease
              and ending on the day immediately proceeding the first anniversary
              of the Commencement Date, the minimum monthly rent shall be zero.

                     (ii) For the next  succeeding  12-month period of the Term,
              commencing  March 1, 2003,  the minimum annual rent shall be THREE
              HUNDRED TWENTY-EIGHT THOUSAND EIGHT HUNDRED SEVENTYFOUR AND 50/100
              DOLLARS ($328,874.50), payable in eleven (11) monthly installments
              of  TWENTY-SEVEN  THOUSAND  FOUR  HUNDRED  SIX AND 20/100  DOLLARS
              ($27,406.20)  and  one  (1)  monthly  installment  of  TWENTYSEVEN
              THOUSAND FOUR HUNDRED SIX AND 30/100 DOLLARS ($27,406.30).

                     (iii) For the next succeeding  12-month period of the Term,
              commencing  March 1, 2004,  the minimum annual rent shall be THREE
              HUNDRED  THIRTY-FIVE  THOUSAND  FOUR HUNDRED  FIFTY-ONE AND 99/100
              DOLLARS ($335,451.99), payable in eleven (11) monthly installments
              of  TWENTY-SEVEN  THOUSAND  NINE  HUNDRED  FIFTY-FOUR  AND  33/100
              DOLLARS   ($27,954.33)   and  one  (1)  monthly   installment   of
              TWENTY-SEVEN  THOUSAND NINE HUNDRED  FIFTY-FOUR AND 36/100 DOLLARS
              ($27,954.36).

                                       10
<PAGE>

                     (iv) For the  remaining  portion  of the  Term,  commencing
              March 1, 200s,  the  minimum  annual  rent shall be THREE  HUNDRED
              FORTY-TWO   THOUSAND   TWO  HUNDRED   SEVEN  AND  25/100   DOLLARS
              ($342,207.25),  payable in eleven  (11)  monthly  installments  of
              TWENTY-EIGHT  THOUSAND FIVE HUNDRED  SEVENTEEN AND 27/100  DOLLARS
              ($28,517.27)  and  one (1)  monthly  installment  of  TWENTY-EIGHT
              THOUSAND FIVE HUNDRED SEVENTEEN AND 28/100 DOLLARS ($28,517.28).

              (b) Unless  otherwise  instructed  in writing by  Sublessor,  each
         installment  of minimum rent and other  payments due from  Sublessee to
         Sublessor  pursuant to this Sublease shall be paid to Sublessor by wire
         transfer, on or before the date due and payable, as follows:

                           Pliant Corporation
                           First Union Bank
                           Account No. 2000010396809
                           ABA No. 053000219
                           Swift Code PNBPUS33

              (c) All rent  shall be paid in  advance  on the  first day of each
         month of the Term.  If the Term  begins or ends on a day other than the
         first or last day of a month,  the rent for the partial months shall be
         prorated on a per diem basis,  based on a 30-day month, for actual days
         elapsed.

          9. OPERATING EXPENSES.

              (a)  Sublessee  agrees  to pay to  Sublessor  an  amount  equal to
         Sublessee's pro rata share of the Premises, or 80.25% ("Sublessee's Pro
         Rata  Share") of each  "Adjusted  Additional  Rent" (as defined  below)
         payment amount, with each such payment by Sublessee to be made, so long
         as Sublessee  shall receive the "Adjusted  Additional  Rent Notice" (as
         defined below) therefor at least three (3) business days before the due
         date for the  corresponding  Additional  Rent  payment  amount due from
         Sublessor  under  Section  5.3 of the Master  Lease,  no later than one
         business  day  prior to the due date for the  corresponding  Additional
         Rent payment amount due from Sublessor  under Section 5.3 of the Master
         Lease and, otherwise, on or before any such due date.

              (b) Sublessor shall,  immediately upon receipt thereof, provide to
         Sublessee copies of all statements, reconciliations,  calculations, and
         other materials received from Lessor with respect to Operating Expenses
         and any payments of Additional Rent to be made by Sublessor pursuant to
         Section  5.3 of the Master  Lease (in each case,  "Adjusted  Additional
         Rent Notice").

              (c) To the extent that Sublessor  receives any payments or credits
         from Lessor pursuant to Section 5.3.2(c) of the Master Lease, Sublessee
         shall  thereupon be entitled to Sublessee's Pro Rata Share of each such
         payment or credit,  after  such  payment or credit has been  recomputed
         using calendar year 2001 as the Base Year.


                                       11
<PAGE>

              (d) As used in this Sublease,  the term "Adjusted Additional Rent"
         means each  payment of  Additional  Rent that  Sublessor is required to
         make  pursuant to Section 5.3 of the Master  Lease with  respect to any
         Fiscal Year falling within the "Operating  Expense  Payment Period" (as
         defined below)  (including  amounts based on an Estimate  Statement and
         including  any  amounts  payable  pursuant  to Section  5.3.2(c) of the
         Master Lease), recomputed using calendar year 2001 as the Base Year. As
         used in this Sublease,  the term  "Operating  Expense  Payment  Period"
         means  the  period  commencing  November  1,  2002  and  ending  on the
         Termination  Date.  Payments for partial periods shall be prorated on a
         per diem  basis,  based on a thirty  (30) day month,  for  actual  days
         elapsed.

              (e)  Except as  otherwise  specified  in this  Sublease  or in the
         Lessor's consent to this Sublease (my, in subparagraph  12(d),  below),
         Sublessee shall pay  Sublessee's  Pro Rata Share,  as Additional  Rent,
         within ten (10) business days following  receipt of an invoice therefor
         from  Sublessor  (together  with  reasonably  satisfactory  evidentiary
         documentation  thereof),  and except as part of the Adjusted Additional
         Rent, of any and all charges,  costs and expenses  attributable  to the
         use and/or occupancy of the Subleased Premises by Sublessee,  including
         without  limitation  charges,  costs and expenses for any computer room
         air conditioning,  fire suppression and alarm control systems,  as well
         as any related  connection  and/or  inspection  costs and expenses.  In
         addition,  except as part of the  Adjusted  Additional  Rent  otherwise
         payable  under this  Sublease or as  otherwise  specified in the Master
         Lease  or this  Sublease,  each of  Sublessor  or  Sublessee  shall  be
         responsible   for  any   maintenance   or  repairs   necessary  for  or
         attributable  to the use and/or  occupancy of the Retained  Premises or
         the Subleased Premises, as the case may be. Further, Sublessee shall be
         responsible  for any  costs or  expenses  associated  with any  signage
         additions and/or  changeovers,  any lock and key conversions  needed to
         access and service the Subleased Premises,  and any similar matters not
         specified as part of Sublessor's Work under this Sublease and necessary
         or  appropriate  by reason of this  Sublease  and  Sublessee's  use and
         occupancy of the Subleased Premises under this Sublease.

         10. LATE  CHARGES;  DEFAULT  INTEREST.  If any minimum  monthly rent or
other charge, expense, or other amount due and payable hereunder by either party
to the other party is not paid as and when due, then, without  limitation,  such
unpaid amount shall bear interest from the due date until paid,  both before and
after  judgment,  at the rate of twelve percent (12%) per annum.  If any minimum
monthly rental payment or any payment  required to be made pursuant to Paragraph
8 is not paid  within  any  applicable  notice  and cure  period  after the same
becomes due,  Sublessee  shall pay to Sublessor a late charge in an amount equal
to five percent (5%) of any such overdue payment amount. The provisions for such
default  interest and late  charges  shall be in addition to all of the parties'
other rights and remedies  hereunder or at law and shall not be construed as, in
any case, a penalty.

         11.  SECURITY  DEPOSIT.  Sublessee  shall deposit with  Sublessor  upon
execution  of  this  Sublease  the sun of  TWENTY-EIGHT  THOUSAND  FIVE  HUNDRED
SEVENTEEN AND 28/100 DOLLARS ($28,517.28),  as security for Sublessee's faithful
performance  of  Sublessee's  obligations  hereunder  ("Security  Deposit").  If
Sublessee  fails to pay rent or other  charges  under this  Sublease or fails to
perform  any of its  other  obligations  hereunder  and such  failure  continues

                                       12
<PAGE>

uncured for any  applicable  notice and cure period,  Sublessor may use or apply
all or any portion of the Security  Deposit for the payment of any rent or other
amount due  hereunder  and  unpaid,  for the  payment of any other sum for which
Sublessor may become  obligated by reason of Sublessee's  default or breach,  or
for an loss or damage sustained by Sublessor as a result of Sublessee's  default
or breach. If Sublessor so uses any portion of the Security  Deposit,  Sublessee
shall,  within ten (10) days after  written  demand by  Sublessor,  restore  the
Security  Deposit  to the full  amount  originally  deposited,  and  Sublessee's
failure to do so shall constitute a default under this Sublease. Sublessor shall
not be required to keep the Security  Deposit separate from its general accounts
and shall  have no  obligation  or  liability  for  payment of  interest  on the
Security Deposit. If Sublessor assigns its interest in this Sublease,  Sublessor
shall deliver to its assignee so much of the Security Deposit as is then held by
Sublessor. Within ten (10) business days after the Term has expired or Sublessee
has vacated the Subleased  Premises,  whichever  shall last occur,  and provided
Sublessee  is not  then in  default  of any of its  obligations  hereunder,  the
Security  Deposit,  or so much  thereof as had not  theretofore  been applied by
Sublessor,  shall be returned to Sublessee or to the last  assignee,  if any, of
Sublessee's interest hereunder.

         12. USE OF  SUBLEASED  PREMISES;  SIGNAGE AND  PARKING;  SPECIAL  USES.
Throughout the Term, Sublessor and Sublessee agree as follows:

              (a) The  Subleased  Premises  shall be used and occupied  only for
         general office space, and for no other use or purpose (the "Use").

              (b) Subject to Paragraph 13,  below,  Sublessee may install on the
         Subleased   Premises  any  trade  fixtures  and  equipment   reasonably
         necessary or appropriate for Sublessee's Use of the Subleased Premises,
         which shall remain Sublessee's personal property.  Sublessee may remove
         any such trade  fixtures and equipment at any time during the Term, but
         shall repair any damage to structural  portions of the Premises  and/or
         Building  caused by the  installation or removal of such trade fixtures
         and equipment.

              (c)  All of  Sublessor's  rights  pursuant  to the  Monument  Sign
         Addendum  that are attached to the Master  Lease (the "Sign  Addendum")
         are assigned to Sublessee for the term of the  Sublease,  and Sublessee
         shall be entitled  to all  signage  otherwise  permitted  to  Sublessor
         pursuant to the Sign  Addendum  and any other  provision  of the Master
         Lease,  notwithstanding  that  Sublessor will still be in possession of
         the Retained Premises;  provided that,  notwithstanding  the foregoing,
         Sublessor shall be entitled to building directory,  elevator access and
         doorway  signage,  as well as, to the extent  available to Sublessee or
         other tenants of the Building,  such other signage as may be reasonably
         necessary or appropriate to indicate  Sublessor's  continued possession
         of the Retained Premises.

              (d) Except for two (2)  reserved and four (4)  unreserved  parking
         spaces to be retained for use by the Sublessor and throughout the Term,
         Sublessee shall be entitled, at no cost to Sublessee, to certain of the
         parking  spaces,  both reserved (10 total) and  unreserved  (56 total),
         that are allocated to Sublessor  pursuant to the Master Lease,  subject
         to the terms and conditions of the Master Lease,  notwithstanding  that
         Sublessor will still be in possession of the Retained Premises,  all as
         specified and outlined on attached Exhibit "C". Any and all charges for

                                       13
<PAGE>

         parking  pursuant  to Section  5.5 of the Master  Lease shall be timely
         paid by Sublessor  pursuant to the terms and  conditions  of the Master
         Lease.

              (e) Throughout the Term, Sublessee shall be entitled to the rights
         granted to  Sublessor  pursuant  to  Section  29 of the  Master  Lease,
         notwithstanding  that  Sublessor  will  still be in  possession  of the
         Retained Premises;  provided that Sublessor shall be entitled to remove
         any  and  all of  its  personal  property  subject  thereto;  provided,
         further,   that  Sublessor  shall  have  no  obligation  or  continuing
         liability to provide any equipment  and/or  services to Sublessee under
         Section 29 of the Master Lease.

              (f) In the  event  Sublessee  shall  determine  to use the  Common
         Access Areas as a reception  area and/or locate a  receptionist  within
         the Common Access Areas, Sublessor shall have the right, upon notice to
         Sublessee  and  subject to the payment by  Sublessor  to  Sublessee  of
         Sublessor's  pro rata share of the costs and expenses  attributable  to
         the services of any such receptionist  incurred by Sublessee within ten
         (10) days  following  notice from  Sublessee  (inclusive  of reasonably
         satisfactory  evidentiary  documentation of any such services),  to use
         the reception area for invitees, customers, visitors, and licensees, of
         Sublessor  to wait and be  greeted by  Sublessor,  and to have any such
         receptionist   greet  and  provide  direction  to  any  such  invitees,
         customers,  visitors,  and  licensees  of  Sublessor  to  the  Retained
         Premises  and/or  Sublessor.  Further,  any such  invitees,  customers,
         visitors,  and  licensees  of  Sublessor  shall  be  entitled  to wait,
         temporarily,  for entry into the  Retained  Premises  within the Common
         Access Areas; provided that in any case, Sublessor shall be responsible
         for any damage  resulting  from any such use of the Common Access Areas
         or any  furniture or equipment  of Sublessee  located  therein and used
         therefore as and to the extent  caused by,  through or under  Sublessor
         pursuant to this subparagraph or otherwise.

              (g)  Upon   reasonable   advance   notice,   except   in   exigent
         circumstances,  Sublessee shall allow Sublessor access to the Subleased
         Premises  (inclusive of the computer room therein) as and to the extent
         necessary or  appropriate  to service any property of Sublessor  within
         the Subleased Premises and/or to ensure continued computer, utility and
         similar services and facilities to and for the Retained Premises.

              13.  INSTALLATIONS,   ALTERATIONS  AND  REMOVALS;   DISCLAIMER  OF
INTEREST.  It is expressly  agreed and  understood  that  Sublessee will make no
structural   alterations,   additions  or  betterments   to,  or   installations
("alterations")  upon the Subleased  Premises without the prior written approval
of Lessor and  Sublessor,  which approval  shall not be  unreasonably  withheld,
conditioned or delayed to the extent any such  alterations  are consistent  with
the Use.  However,  if improvements or modifications are less than FIVE THOUSAND
AND NO/100 DOLLARS ($5,000),  individually or in the aggregate, no such approval
shall be required,  but Lessor and Sublessor  shall be furnished  with a copy of
the plans and specifications for such work (certified as true and complete by an
authorized  of officer of Sublessee  and, as and to the extent  applicable,  the
preparer thereof).  Any such alterations shall be done in a safe and workmanlike
manner in  compliance  with  applicable  codes.  All repairs,  replacements  and
renewals  shall be at least equal in quality,  utility and class to the original
work. Such alterations, if approved, shall  be made  at Sublessee's expense. The

                                       14
<PAGE>

non-severable  improvements,  other than trade fixtures of the Sublessee,  shall
become part of the  Premises  and may not be removed by  Sublessee at the end of
this Sublease.

         14. ASSIGNMENT AND SUBLETTING. Sublessee shall not assign this Sublease
or further  sublet all or any part of the Subleased  Premises  without the prior
written  consent of  Sublessor  (and the consent of Lessor,  if such is required
under the terms of the Master Lease),  which consent,  subject to and consistent
with the terms and conditions of Paragraph 10 of the Master Lease,  shall not be
unreasonably  withheld,  conditioned or delayed;  provided that, in the event of
any request for such assignment or sublease,  Sublessor may, in lieu of any such
consent,  terminate  this  Sublease  as to  that  part  or all of the  Subleased
Premises  proposed to be assigned or subleased;  provided further that Sublessee
shall not be released from its  obligations  under this Sublease in the event of
any such  assignment  or sublease;  and provided  that,  in the event  Sublessee
proposes a sublease of less than all of the Subleased  Premises,  Sublessor may,
in its sole discretion, reasonably withhold or condition its consent thereto.

         15. DEFAULT AND REMEDIES.

              (a) If default  shall be made in the due and  punctual  payment of
         any Rent,  Additional Rent or other sums payable under this Sublease or
         any part  thereof,  when and as the same shall  become due and payable,
         and such default shall  continue for a period of five (S) business days
         after the date due;  provided that in the event Sublessee shall fail to
         make any such  payments on the date due,  excluding  any grace  period,
         twice in any calendar  year,  thereafter  default  shall be  automatic,
         without any such grace period,  if Rent,  Additional Rent or other sums
         due and payable under this Sublease are not timely received on the date
         due; or

              (b) If the  Subleased  Premises  shall be  abandoned or vacated by
         Sublessee; or

              (c) If  Sublessor or  Sublessee  otherwise  shall fail to perform,
         comply with or observe any other  agreement,  obligation or undertaking
         of Sublessor or  Sublessee,  as the case may be, under this Sublease or
         the Master  Lease,  other than as  referenced  in  subparagraph  l5(a),
         above,  and the continuance of such failure for a period of thirty (30)
         days (or, if reasonably required, such longer period, not to exceed 120
         days, so long as Sublessor or Sublessee, as the case may be, timely and
         diligently  commences and continues to  completion  the required  cure)
         after written notice from the Sublessee or the  Sublessor,  as the case
         may be specify any such failure; or

              (d) If  Sublessee  is in default,  Sublessor  may  terminate  this
         Sublease and reenter the Subleased Premises; or

              (e) Re-enter  the  Subleased  Premises  without  terminating  this
         Sublease pursuant to subparagraph 15(d), above.

         Should  Sublessor elect to re-enter or take possession of the Subleased
Premises pursuant to subparagraph 15(e), above,  Sublessor may from time to time
and without terminating this Sublease,  relet the Subleased Premises or any part
thereof for such term or terms (which may be for a period  extending  beyond the
Term) and at such rental or rentals and upon such other terms and  conditions as
Sublessor  deems  reasonable;  provided,  Sublessor  shall use its  commercially

                                       15
<PAGE>

reasonable  efforts to relet the  Subleased  Premises  in  accordance  with then
applicable  law.  If  Sublessor  elects not to  re-enter,  this  Sublease  shall
continue  for so long as  Sublessor  does  not  terminate  Sublessee's  right to
possession,  and  Sublessor  may enforce all its rights and remedies  under this
Sublease,  including the right to recover minimum monthly rent and other charges
payable by  Sublessee to Sublessor  pursuant to this  Sublease,  as such minimum
monthly rent and other changes become due. Sublessor shall not be deemed to have
terminated  this  Sublease or the  liability  of  Sublessee to pay rent or other
charges  hereunder  by any action in unlawful  detainer or  otherwise  to obtain
possession  of the  Subleased  Premises,  unless  Sublessor  shall have notified
Sublessee in writing that it has elected to terminate this Sublease.

         Should  Sublessor  elect to  terminate  this  Sublease,  Sublessor  may
recover from Sublessee:

                     (i) The worth at the time of the award of any  unpaid  rent
              which had been earned at the time of such termination; plus

                     (ii) The  worth at the time of the  award of the  amount by
              which the unpaid  rent would have been  earned  after  termination
              until the time of the award exceeds the amount of such rental loss
              Sublessee proves reasonably could have been avoided; plus

                     (iii) The  worth at the time of the award of the  amount by
              which the unpaid rent for the  balance of the primary  term (or an
              exercised  extension  term,  as the case may be) after the time of
              the award  exceeds the amount of such  rental loss that  Sublessee
              proves reasonably could be avoided; plus

         As used in  subparagraphs  (i), (ii) and (iii) above, the "worth at the
time of the award" is computed by allowing  interest or discounting such amount,
as appropriate, at the Interest Rate determined as of the date of the award.

         Whether or not Sublessor  elects to terminate this Sublease,  Sublessee
shall pay  Sublessor,  upon demand,  any other  amounts  necessary to compensate
Sublessor  for all  detriment  caused by  Sublessee's  failure  to  perform  its
obligations  under this Sublease or which in the ordinary course would be likely
to result  therefrom,  including,  but not  limited  to,  any costs or  expenses
incurred by Sublessor  in (A) retaking  possession  of the  Subleased  Premises,
including  reasonable  attorneys' fees therefor,  (13) maintaining or preserving
the Subleased  Premises after any default,  (C) preparing the Subleased Premised
for  reletting  to a new  sublessee,  including  repairs or  alterations  to the
Subleased Premises, (D) leasing commissions, or (E) any other costs necessary or
appropriate to relet the Subleased Premises; plus

         If a party is in default, the other party shall have the right, upon an
additional ten (10) business days prior written notice to the defaulting  party,
to cure such  default  on behalf of the  defaulting  party  and,  in  connection
therewith,  do all work and make all  payments  deemed  reasonably  necessary or
appropriate  by  such  curing  party,  including  payment  of  reasonable  costs
(including  reasonable attorneys' fees) and charges in connection with any legal
action which may have been  commenced or  threatened  (except that in case of an
emergency,  prior  notice need not be given for a party to  exercise  its rights
hereunder),  and all sums so  expended  by a curing  party  shall be paid by the
defaulting party on demand.



                                       16
<PAGE>

         Any  rights  and  remedies  to and not in lieu of any other  rights and
remedies then available under applicable Utah law.

         16. CASUALTY AND CONDEMNATION. If there is a Taking within the coverage
of Section 14 of the Master  Lease or any  casualty  loss within the coverage of
Section 15 of the Master  Lease,  which in either  case  affects  the  Subleased
Premises and, as a result of such Taking or casualty loss,  the Sublessor  under
the Master Lease has the option to terminate the Master Lease,  Sublessee  shall
have the right to terminate  this Sublease upon thirty (30) days written  notice
to  Sublessor.  In no event will  Sublessor  agree to, or exercise any right to,
terminate  the Master Lease under either  Section 14 or Section 15 of the Master
Lease without prior written notice to Sublessee.

         17. INSURANCE.  During the Term and/or in the event of any entry to the
Premises by Sublessee prior to the Scheduled Commencement Date:

              (a)  Sublessee  shall  obtain  and keep in  effect  the  following
         insurance, at Sublessee's sole cost and expense.

                     (i) Insurance  upon all property  situated in the Subleased
              Premises  owned by  Sublessee  or for which  Sublessee  is legally
              liable.

                     (ii) Commercial General Liability insurance including fire,
              legal liability and contractual  liability insurance coverage with
              respect to the Building and the Subleased  Premises.  The coverage
              is to include activities and operations conducted by Sublessee and
              any other person  performing work on behalf of Sublessee and those
              for whom Sublessee is by law responsible.  Such insurance shall be
              written on a comprehensive basis with inclusive limits of not less
              than TWO  MILLION  AND  NO/100  DOLLARS  ($2,000,000.00)  combined
              single limit of liability  for each  occurrence  for bodily injury
              and  property  damage  which  amounts may be changed by consent of
              both parties in future years.  The limit of said  insurance  shall
              not, however, limit the liability of Sublessee hereunder.  Each of
              Sublessor  and Lessor shall be named as an  additional  insured on
              this liability policy arising out of Sublessee's  occupancy and/or
              negligent use of the Subleased Premises and/or the Building.

                     (iii)  Rental  interruption  insurance,  which shall insure
              Sublessor  against the loss of not less than  twelve (12)  months'
              Rent payable under this Sublease.

                     (iv) Any other form of insurance as  Sublessee,  Sublessor,
              Lessor, or Lessor's Lender may from time to time mutually agree is
              reasonable  and/or as may be otherwise  required of a tenant under
              the   Master   Lease,   including   without   limitation   workers
              compensation  insurance  with no less than the limits  required by
              Utah law. Such insurance shall be in the form, amounts and for the
              risks  which a prudent  tenant  of the  Subleased  Premises  would
              insure.

              (b) All  policies  of  insurance  required  by the  terms  of this
         Sublease  shall contain an endorsement or agreement by the insurer that
         any loss shall be payable in  accordance  with the terms of such policy
         notwithstanding  an act or negligence of Lessor or Sublessor that might

                                       17
<PAGE>

         otherwise  result in  forfeiture  of said  insurance,  and the  further
         agreement   of  the  insurer   waiving   all  rights  of   subrogation,
         counterclaim or deductions against Lessor or Sublessor.

              (c)   Sublessee   shall   deliver  to  Sublessor  and  Lessor  the
         certificates  of insurance for the insurance  required to be carried by
         Sublessee,  which,  except for the insurance  described in subparagraph
         a(ii),  above,  of this Paragraph 17, shall have attached an additional
         insured  endorsement,  in a form reasonably  satisfactory to Sublessor,
         and  Lessor,  and a  standard  waiver of  subrogation  endorsement.  If
         Sublessee  provides  any  of the  required  insurance  through  blanket
         policies covering more than one location,  then Sublessee shall furnish
         Sublessor  with a Certificate of Insurance for each such policy setting
         forth the coverage,  the limits of liability,  the name of the carrier,
         the policy  number,  and the  expiration  date,  at least  fifteen (15)
         business  days prior to the  expiration  of each such policy.  All such
         policies  shall  contain a  provision  that such  policies  will not be
         cancelled  or  materially  amended,  or the scope  thereof or limits of
         coverage  thereof or limits reduced,  without at least thirty (30) days
         prior written notice by registered mail to Sublessor and Lessor.

              (d) If  Sublessee  fails  to  secure  or  maintain  any  insurance
         coverage  required of it by the terms of this Sublease,  Sublessor may,
         without  obligation   purchase  such  insurance  coverage  required  at
         Sublessee's  expense.  Sublessee shall promptly reimburse Sublessor for
         any monies so expended.

         18. WAIVER OF  SUBROGATION.  Lessor,  Sublessee  and  Sublessor  hereby
mutually  release and waive  their  entire  right of recovery  against the other
party for any and all loss or damage to the improvements,  all personal property
of Sublessee,  and any  installations,  betterments or improvements added to the
building by Sublessee, where such loss results from fire, is occasioned,  caused
or incurred by, or results from fire, windstorm, hail, explosion, riot attending
strike, civil commotion,  aircraft,  vehicles, smoke and vandalism and all other
perils  which  are  insured  against  under the  terms  and  conditions  of this
Sublease,  whether  said loss  occurred or was caused by the  negligence  of the
Lessor, Sublessee or Sublessor,  their respective agents,  servants,  employees,
subleases or concessionaires, or otherwise. Lessor, Sublessor and Sublessee each
further warrant that insurance companies insuring Lessor, Sublessor or Sublessee
shall have no rights against the other,  whether by  assignment,  subrogation or
otherwise.  Notwithstanding  the  foregoing,  willful  misconduct  of a criminal
nature  lawfully  attributable to a party shall, to the extent that said conduct
contributes to loss or damage, not be excused under this Paragraph.

         19. BANKRUPTCY OR INSOLVENCY. This Sublease shall be further subject to
the following:

              (a) In the  event  that  Sublessee  shall  become a  debtor  under
         Chapter 7 of the Bankruptcy Code and  Sublessee's  trustee or Sublessee
         shall elect to assume this  Sublease for the purpose of  assigning  the
         same or otherwise, such election and assignment may be made only if the
         provisions of  subparagraphs  19(b) and (d),  below are  satisfied.  If
         Sublessee  or  Sublessee's  trustee  shall fail to elect to assume this
         Sublease  within  sixty (60) days after the filing of such  petition or
         such  additional  time as provided by the court  within such sixty (60)

                                       18
<PAGE>

         day  period,  this  Sublease  shall be deemed  to have  been  rejected.
         Immediately  thereupon, the Sublessor shall be entitled to possession
         of the Subleased  Premises  without further  obligation to Sublessee or
         Sublessee's trustee and this Sublease shall terminate,  but Sublessor's
         right  to be  compensated  for  damages  in any such  proceeding  shall
         survive.

              (b) In the event that a petition for  reorganization or adjustment
         of  debts  is  filed  concerning  Sublessee  under  Chapter  11 of  the
         Bankruptcy  Code,  or a  proceeding  is filed  under  Chapter  7 of the
         Bankruptcy Code and is transferred to Chapter 11,  Sublessee's  trustee
         or the Sublessee,  as  debtor-in-possession,  must elect to assume this
         Sublease  within 120 days from the date of the  filing of the  petition
         under  Chapter 11 or  Sublessee's  trustee or the  debtor-in-possession
         shall be deemed to have rejected this  Sublease.  In the event that the
         Sublessee,   Sublessee's  trustee  or  the   debtor-in-possession   has
         defaulted  as  provided  in  Paragraph  15,   above,   no  election  by
         Sublessee's  trustee  or  the  debtor-in   possession  to  assume  this
         Sublease,  whether  under  Chapter 7 or Chapter 11,  shall be effective
         unless each of the following conditions has been satisfied:

                     (i)  Sublessee's  trustee or the  debtor-in-possession  has
              cured all defaults under the Sublease,  or has provided  Sublessor
              with  "Assurance.  (as defined  below) that it will cure,  (A) all
              defaults susceptible of being cured by the payment of money within
              ten (10) days from the date of such  assumption  and (B) all other
              defaults under this Sublease which are  susceptible of being cured
              by the  performance  of any act  promptly  after  the date of such
              assumption.

                     (ii) Sublessee's  trustee or the  debtor-in-possession  has
              compensated,  or has provided the Sublessor  with  Assurance  that
              within  ten (10)  days  from the date of such  assumption  it will
              compensate  Sublessor  for any actual  pecuniary  loss incurred by
              Sublessor  arising  from the  default  of  Sublessee,  Sublessee's
              trustee, or the debtor-in-possession indicated in any statement of
              actual pecuniary loss sent by Sublessor to Sublessee's  trustee or
              the debtor-in-possession.

                     (iii) Sublessee's trustee or the  debtor-in-possession  has
              provided  Sublessor  with  Assurance of the future  performance of
              each of the  obligations  under this  Sublease of  Sublessee,  and
              Sublessee's  trustee  or the  debtor-in-possession  shall also (A)
              deposit with Sublessor, as security for the timely payment of rent
              hereunder,  an amount equal to three (3) monthly  installments  of
              Rent which shall be applied to installments of Rent in the inverse
              order in which such installments shall become due provided all the
              terms and  provisions  of this  Sublease  shall have been complied
              with,  and (B) pay in advance to Sublessor on the date Rent is due
              and payable  one-twelfth of  Sublessee's  annual  obligations  for
              Additional Rent pursuant to this Sublease. The obligations imposed
              upon  Sublessee's  trustee or the  debtor-in-  possession  by this
              Paragraph shall continue with respect to Sublessee or any assignee
              of this Sublease after the completion of bankruptcy proceedings.

         For  purposes  of  this  Paragraph  19,  Sublessor  and  the  Sublessee
acknowledge that "Assurance" shall mean no less than: Sublessee's trustee or the
debtor-in-possession  has and  will  continue  to have  sufficient  unencumbered

                                       19
<PAGE>

assets after the payment of all secured obligations and administrative  expenses
to assure  Sublessor  that  sufficient  funds will be  available  to fulfill the
obligations of Sublessee under this Sublease and there shall have been deposited
with Sublessor sufficient cash, or other collateral  reasonably  satisfactory to
Sublessor,  to secure to  Sublessor  the  obligation  of  Sublessee  to cure the
defaults  under this  Sublease,  monetary  and/or  non-monetary  within the time
periods set forth above.

              (c) If Sublessee's trustee or the debtor-in-possession has assumed
         the  Sublease  pursuant to the terms and  provisions  of  subparagraphs
         19(a) or (b), above, for the purpose of assigning (or elects to assign)
         this  Sublease,  this  Sublease may be so assigned only if the proposed
         assignee has provided adequate  assurance of future  performance of all
         of the terms, covenants and conditions of this Sublease to be performed
         by Sublessee.  Sublessor shall be entitled to receive all cash proceeds
         of such  assignment.  As used  herein  "adequate  assurance  of  future
         performance"  shall  mean  that no  less  than  each  of the  following
         conditions has been satisfied:

                     (i) The proposed  assignee  has  furnished  Sublessor  with
              either (A) a current  financial  statement  audited by a certified
              public  accountant  indicating a net worth and working  capital in
              amounts which Sublessor reasonably  determines to be sufficient to
              assure the future  performance  by such  assignee  of  Sublessee's
              obligations  under this Sublease or (B) a guarantee or guarantees,
              in form and  substance  satisfactory  to Lessor,  from one or more
              persons with a net worth satisfactory to Sublessor.

                     (ii) The proposed assignment will not release or impair any
              guaranty of the  obligations of Sublessee  (including the proposed
              assignees) under this Sublease.

              (d) When, pursuant to the Bankruptcy Code,  Sublessee's trustee or
         the  debtor-in-possession  shall be obligated to pay reasonable use and
         occupancy charges for the use of the Subleased  Premises,  such charges
         shall  not be less  than  the  Rent  and  Additional  Rent  payable  by
         Sublessee under this Sublease.

              (e) Neither the whole nor any portion of  Sublessee's  interest in
         this Sublease or its estate in the Subleased Premises shall pass to any
         trustee, receiver,  assignee for the benefit of creditors, or any other
         person or entity, or otherwise by operation of law unless the Sublessor
         shall have consented to such transfer in writing.  No acceptance by the
         Sublessor  of  rent  or any  other  payments  from  any  such  trustee,
         receiver,   assignee,  person  or  other  entity  shall  be  deemed  to
         constitute  such  consent  by the  Sublessor  nor  shall it be deemed a
         waiver of the  Sublessor's  right to  terminate  this  Sublease for any
         transfer of  Sublessee's  interest  under this  Sublease  without  such
         consent.

              (f) Provided the  Sublessee is not in default  under this Sublease
         and provided that this Sublease has not  otherwise  been  terminated in
         accordance with the provisions  hereof, if Sublessor is the debtor in a
         pending bankruptcy proceeding and Sublessor elects to assume the Master

                                       20
<PAGE>

         Lease,  this Sublease shall remain in full force and effect and neither
         Sublessor nor Sublessor's trustee-in-bankruptcy shall have the right to
         reject this Sublease in the bankruptcy proceedings.

         20. ADDITIONAL COVENANTS.  Sublessor and Sublessee further covenant and
agree as follows:

              (a) Except as and to the extent by reason  Sublessor's  failure to
         fully utilize the Premises, in whole or in part, Sublessor shall remain
         liable for all of the  obligations of Sublessor under the Master Lease.
         Sublessor  shall timely pay and perform all of the Payment  Obligations
         (defined  below),  conditioned only upon timely payment by Sublessee to
         Sublessor  of the  amounts  due and  owing by  Sublessee  to  Sublessor
         pursuant to this  Sublease.  Sublessor  shall timely perform all of the
         terms and conditions of the Master Lease as they relate to the Retained
         Premises.  As used in this  Sublease,  the term  "Payment  Obligations"
         refers to the  obligations  of Sublessor  under Section 5 of the Master
         Lease; the Payment Obligations  under-Section 5 of the Master Lease are
         not assumed by Sublessee by its execution hereof.

              (b)Sublessor  hereby  indemnifies,  holds  harmless  and agrees to
         defend  Sublessee  from  and  against  any  and  all  losses,   injury,
         obligations,  claims, damages, judgments, and injuries of any nature on
         account of any breach by  Sublessor  of the  obligations  of  Sublessor
         pursuant to Paragraph 20(a), above,  including on account of any breach
         by  Sublessor  of the  Payment  Obligations,  except to the extent that
         Sublessor is prevented from performing any such obligations by a breach
         of this Sublease by Sublessee.  Sublessor's obligations with respect to
         indemnification  hereunder shall remain effective,  notwithstanding the
         expiration or  termination  of this  Sublease,  as to claims arising or
         accruing prior to the expiration or termination of this Sublease.

              (c) Sublessee  hereby  indemnifies,  holds  harmless and agrees to
         defend  Sublessor  from  and  against  any  and  all  losses,   injury,
         obligations,  claims, damages, judgments, and injuries of any nature on
         account of any breach by  Sublessee  of the  obligations  of  Sublessee
         under this  Sublease,  except to the extent that Sublessee is prevented
         from  performing  any such  obligations by a breach of this Sublease by
         Sublessor.  Sublessee's  obligations  with  respect to  indemnification
         hereunder  shall remain  effective,  notwithstanding  the expiration or
         termination of this Sublease, as to claims arising or accruing prior to
         the expiration or termination of this Sublease.

              (d) Except as may be otherwise  required  under the Master  Lease,
         without  the  prior  written  consent  of  Sublessee,  in the  sole and
         absolute  discretion of Sublessee,  Sublessor will not take any actions
         with  respect  to or  otherwise  in any  way  affecting  the  Subleased
         Premises,  including  granting any consents or approvals  under or with
         respect to the Master Lease or agreeing to any amendment, modification,
         or termination of the Master Lease.

              (e) Sublessor agrees, upon reasonable,  advance written request of
         Sublessee  specifying the particulars  thereof, to enforce the terms of
         the Master Lease to the extent reasonably  necessary to cause Lessor to
         perform its  obligations  under the Master Lease, as they relate to the
         Subleased Premises, for the benefit of Sublessee.

                                       21
<PAGE>

              (f) If there are inconsistencies in the terms of this Sublease and
         the  terms  of  the  Master  Lease,  then,  as  between  Sublessor  and
         Sublessee, the terms of this Sublease shall control.

              (g) To the extent that the Master Lease grants rights and benefits
         to the tenant under the Master Lease, Sublessee may exercise,  enforce,
         and enjoy all such rights as they relate to the Subleased  Premises and
         the Common  Access  Areas  independent  of, and  without any consent or
         approval  from,  Sublessor;  provided that any such exercise  shall not
         adversely affect or alter Sublessor's use and enjoyment of the Retained
         Premises and the Common Access Areas.

              (h) Sublessee  shall not commit or suffer any act or omission that
         will violate or constitute a default under any of the provisions of the
         Master Lease.

              (i)  Conditioned  only upon compliance by Sublessee with the terms
         and conditions of this Sublease and subject to the terms and conditions
         of this Sublease,  Sublessor  covenants that Sublessee shall have quiet
         and peaceful  possession of the Subleased Premises  throughout the Term
         of this Sublease, without, except any rights of Lessor under the Master
         Lease,  interference  from  Sublessor or anyone  acting by,  through or
         under Sublessor.

              (j) If the Master Lease terminates,  this Sublease shall terminate
         and  the  parties  shall  be  relieved  of  any  further  liability  or
         obligation under this Sublease;  provided,  however, that if the Master
         Lease  terminates  as a result of a default or breach by  Sublessor  or
         Sublessee  under this  Sublease  and/or the Master Lease from and after
         the date  hereof,  then the  defaulting  party  shall be  liable to the
         nondefaulting  party for the actual  damages  and  relocation  expenses
         suffered  as a result of such  termination,  consequential  damages and
         lost profits excepted.

              (k) Sublessee shall and hereby agrees to be solely responsible for
         any costs  payable by Sublessor  under the Master  Lease in  connection
         with obtaining  Lessor's  consent to this Sublease,  as specified under
         Section 10.2(c) of the Master Lease.

              (1) Sublessee shall, at Sublessee's sole cost and expense,  comply
         with all laws, ordinances, regulations or orders of any federal, state,
         county or municipal or other public  authority  applicable to Sublessee
         or  affecting  the  Subleased  Premises  and the Common  Access  Areas,
         including but not limited to occupational health and safety,  hazardous
         waste and substances,  sudden or non-sudden pollution and environmental
         matters. Sublessee will not commit any waste on the Subleased Premises,
         nor permit any  obnoxious  odors or noise to emanate from the Subleased
         Premises,  nor shall it use or permit the use of the Subleased Premises
         in  violation  of any present or future law of the United  States or of
         the State of Utah, or in violation of any municipal or county ordinance
         or regulation  applicable  thereto.  Sublessee  shall  promptly  notify
         Lessor  and  Sublessor  of  Sublessee's  receipt  of  any  notice  of a
         violation of any such law, standard or regulations.

              (m) The Sublessor  shall,  at  Sublessor's  sole cost and expense,
         comply with all laws, ordinances, regulations or orders of any federal,
         state,  county or  municipal or other public  authority  applicable  to

                                       22
<PAGE>

         Sublessee or affecting the Retained Premises, including but not limited
         to  occupational  health and safety,  hazardous  waste and  substances,
         sudden or non-sudden pollution and environmental matters. The Sublessor
         will not  permit  any  obnoxious  odors or  noise to  emanate  from the
         Retained  Premises,  nor shall it use or permit the use of the Retained
         Premises in violation of any present or future law of the United States
         or of the State of Utah,  or in  violation  of any  municipal or county
         ordinance  or  regulation   applicable  thereto.  The  Sublessor  shall
         promptly  notify  Lessor and  Sublessee of  Sublessor's  receipt of any
         notice of a violation of any such law, standard or regulations.

              (n)  Sublessee  agrees not to permit any lien for monies  owing by
         Sublessee to remain against the Subleased  Premises or the Building for
         a period of more than fifteen (15) business  days;  provided,  however,
         that nothing herein  contained shall prevent  Sublessee,  in good faith
         and for good cause,  from  contesting in the courts the claim or claims
         of any person, firm or corporation growing out of Sublessee's operation
         of the Subleased  Premises or costs of improvements by Sublessee on the
         Subleased  Premises,  and the  postponement of payment of such claim or
         claims until such contest  shall finally be decided by the courts shall
         not be a violation of this  Sublease or any covenant  hereof;  provided
         that during such contest,  upon  Sublessor's  request,  Sublessee shall
         deposit with Sublessor  such security as Sublessor may reasonably  deem
         necessary to prevent the impairment of the Subleased  Premises.  Should
         any such lien be filed and not  released  or  discharged  or action not
         commenced to declare the same invalid within fifteen (15) business days
         after  discovery of same by  Sublessee,  Sublessor  may at  Sublessor's
         option (but without any obligation so to do) pay or discharge such lien
         and may  likewise pay and  discharge  any taxes,  assessments  or other
         charges  against the Subleased  Premises  which  Sublessee is obligated
         hereunder  to  pay  and  which  have  become  a lien  on the  Subleased
         Premises.  Sublessee  agrees to repay any sums so paid by the Sublessor
         upon  demand  therefor,  together  with  interest at the rate of twelve
         percent (12%) per annum from the date any such payment is made.

              (o) Sublessee shall indemnify,  defend and hold Sublessor harmless
         against any expense,  loss or liability  paid,  suffered or incurred as
         the result of any breach by Sublessee,  Sublessee's  agents,  servants,
         employees or licensees,  of any covenant or condition of this Sublease,
         or as the  result of  Sublessee's  use or  occupancy  of the  Subleased
         Premises or the Common Access Areas, or the carelessness, negligence or
         improper  conduct  of  the  Sublessee,  Sublessee's  agents,  servants,
         employees,  or  licensees in and around the  Subleased  Premises or the
         Common Access Areas.

              (p) Sublessor shall indemnify,  defend and hold Sublessee harmless
         against any expense,  loss or liability  paid,  suffered or incurred as
         the result of any breach by Sublessor,  Sublessor's  agents,  servants,
         employees or licensees,  of any covenant or condition of this Sublease,
         or as the  result  of  Sublessor's  use or  occupancy  of the  Retained
         Premises or the Common Access Areas, or the carelessness, negligence or
         improper  conduct  of  the  Sublessor,  Sublessor's  agents,  servants,
         employees,  or  licensees  in and around the  Retained  Premises or the
         Common Access Areas.


                                       23
<PAGE>

              (q) Sublessee or Sublessor,  as the case may be, shall at any time
         upon not less than five (5) days' prior written  notice from  Sublessor
         or the Sublessee, as the case may be, execute, acknowledge, and deliver
         to Sublessor or  Sublessee,  as the case may be, a statement in writing
         that:

                     (i) Certifies that this Sublease is unmodified arid in full
              force  and  effect  (or if  modified,  states  the  nature of such
              modification  and certifies this Sublease,  as so modified,  is in
              full  force and  effect)  and the date to which the rent and other
              charges are paid in advance, if any; and

                     (ii)  Acknowledges  that there are not, to  Sublessee's  or
              Sublessor's knowledge, as the case may be, any uncured defaults on
              the part of Lessor or, as the case may be,  Sublessor or Sublessee
              hereunder, or specifying such defaults if any are claimed.

                   Sublessee's or Sublessor's, as the case may be, failure to
           deliver such statement within such time shall be conclusive upon
           Sublessee or Sublessor that:

                     (i) This  Sublease  is in full  force and  effect,  without
              modification  except as may be  represented  by Lessor  or, as the
              case may be, Sublessor or Sublessee;

                     (ii) There are no uncured  defaults in Lessor's  or, as the
              case may be, Sublessor's or Sublessee's performance; and

                     (iii)  Not more  than  one  month's  rent has been  paid in
              advance.

              (o)   Sublessee   acknowledges   and   agrees   that   authorizing
         resolutions,  together with signature and incumbency certifications for
         the  individuals  signing on behalf of Sublessee  shall be delivered by
         Sublessee to Sublessor  concurrently with the execution and delivery of
         this Sublease.

              (p)  Sublessee  acknowledges  and agrees that,  from time to time,
         Sublessee  shall deliver to Sublessor  such other company and financial
         information  relating to the Sublessee as shall be reasonably requested
         by the  Sublessor,  which  information  shall be  certified as true and
         complete  by an  authorized  officer of  Sublessee  and,  as and to the
         extent applicable, the preparer thereof.

         21. ATTORNEYS' FEES. If Sublessor or Sublessee shall commence an action
against  the other  arising  out of or in  connection  with this  Sublease,  the
prevailing  party shall be entitled to recover its costs of suit and  reasonable
attorneys' fees.

         22. AGENCY DISCLOSURE; COMMISSION. Sublessor and Sublessee each warrant
that they have dealt with no other real estate  broker in  connection  with this
transaction except CB RICHARD ELLIS ("Broker"),  who represents Sublessor.  Upon
execution of this Sublease and consent  thereto by Lessor,  Sublessor  shall pay
Broker  a real  estate  brokerage  commission  in  accordance  with  Sublessor's
contract win Broker for the  subleasing of the Subleased  Premises,  if any, and
otherwise in the amount of SIXTY-EIGHT THOUSAND NINE HUNDRED THIRTEEN AND NO/100
DOLLARS ($68,913),  for services rendered in effecting this Sublease.  Sublessor

                                       24
<PAGE>

agrees to indemnify  and hold  Sublessee  harmless  for,  from,  and against any
commission  or other amount  payable to Broker.  If any other  person  asserts a
claim to a finder's fee,  brokerage  commission or other compensation on account
of alleged  employment  as a finder or broker or  performance  of  services as a
finder or broker in connection with this  transaction,  the party under whom the
finder or broker is claiming will  indemnify  and hold the other party  harmless
for, from, and against any and all losses, injury, obligations, claims, damages,
judgments,  and injuries of any nature related thereto.  These  indemnities will
survive the termination of this Sublease.

         23. NOTICES.  All notices and demands,  which may or are to be required
or permitted to be given hereunder shall be in writing.  All notices and demands
by Sublessor shall be sent by receipted hand delivery,  by confirmed  facsimile,
by United States mail, postage prepaid,  or by an express delivery service which
maintains records of deliveries,  freight prepaid, addressed to Sublessee at the
Subleased  Premises,  and to the address herein below, or to such other place as
Sublessee may from time to time designate in a notice to Sublessor.  All notices
and  demands by the  Sublessee  shall be sent by  receipted  hand  delivery,  by
confirmed  facsimile,  by United States Mail, postage prepaid,  or by an express
delivery  service  which  maintains  records  of  deliveries,  freight  prepaid,
addressed to Sublessor at the address set forth herein, and to such other person
or place as Sublessor may from time to time  designate in a notice to Sublessee.
The date that notice is deemed to have been given, received and become effective
shall be the date of actual  receipt,  if the notice is sent by  receipted  hand
delivery,  confirmed  facsimile  or  express  delivery  service,  and four  days
following  deposit in the United  States mail, if the notice is sent through the
United States mail.

          To Sublessor:

                   Pliant Corporation
                   c/o Brian Johnson, CFO
                   1515 Woodfield Road, Suite 600
                   Schaumburg, Illinois 60173

                   with a copy to:

                   Stoel Rives LLP 201 South Main, Suite 1100 Salt Lake
                   City, Utah 84111 Attention: Guy P. Kroesche, Esq.

                   To Sublessee:

                    Category 5 Technologies, Inc.
                    c/o Jade Millington
                    27S5 East Cottonwood Parkway
                    Suite 400
                    Salt Lake City, Utah 84121

                                       25
<PAGE>



                   with a copy to:

                   Snell & Wilmer 15 West South Temple, Suite 1200 Salt
                   Lake City, Utah 84101 Attention: Greg R. Nielsen, Esq.

         24.  INDEMNIFICATIONS.  Each  party  shall  hold  harmless,  reimburse,
indemnify,  and defend  the other  party from and  against  any and all  losses,
injury,  obligations,  claims,  damages,  judgments,  and injuries of any nature
resulting  from,  arising  out of, or related in any  respect to the  falsity or
inaccuracy  of any  representation  or warranty made by the  indemnifying  party
and/or any obligations of the indemnifying  party arising under or in connection
with this Sublease,  including without  limitation  reasonable  attorneys' fees,
costs,  and  expenses  of any nature  incurred as a result of or related to such
false or inaccurate  representations and/or warranties or failure to perform any
such obligations.

         25.  GOVERNING LAW;  FORCE MAJEURE.  This Sublease shall be governed by
and construed in accordance  with the laws of the State of Utah. For purposes of
this  Sublease,  "force  majeure"  shall  mean any  delay  caused by reason of a
strike,  labor trouble,  acts of nature or any other cause beyond the reasonable
control of a responsible party (financial inability excepted),  where such party
is otherwise without fault.

         26.  CONSTRUCTION  OF SUBLEASE:  FURTHER  UNDERSTANDINGS.  Words of any
gender  used in this  Sublease  shall be held to include any other  gender,  and
words in the singular  number shall be held to include the plural when the sense
requires. Interpretation, construction and performance of this Sublease shall be
governed by the laws of Utah.  For such  purposes and this  Sublease  only,  any
references  in the  Master  Lease to  "Tenant"  shall be  deemed  references  to
Sublessee and any  references in the Master Lease to "Landlord"  shall be deemed
references  to  Sublessor,  and  with the  understanding  that,  during  regular
business  hours,  Sublessor  shall  have the right to  access  and  inspect  the
Subleased  Premises for purposes of ascertaining  Sublessee  compliance with the
terms and  conditions of this Sublease and the Master Lease;  provided  that, so
long as the same  shall  not  adversely  affect  Sublessor's  rights  hereunder,
Sublessee shall have the right to have a representative  present during any such
access and inspection by Sublessor.

         27. PARAGRAPH  HEADINGS.  The paragraph  headings as to the contents of
particular paragraphs herein are inserted only for convenience and are in no way
to be construed as part of such paragraph or as a limitation on the scope of the
particular paragraph to which they refer.

         28.  RIGHTS  OF  SUCCESSORS  AND  ASSIGNS:  ASSUMED  OBLIGATIONS.   The
covenants and agreements  contained in the within Sublease shall apply to, inure
to the  benefit  of,  and be  binding  upon the  parties  hereto  and upon their
respective  successors  in interest  and legal  representatives,  subject to the
restrictions  contained  herein on  assignments  by  Sublessee.  Other  than the
Payment Obligations,  Sublessee assumes and agrees to perform the obligations of
Sublessor  (as  "Tenant")  under the Master Lease during the Term, to the extent
that such  obligations  are applicable to the Subleased  Premises and the Common



                                       26
<PAGE>

Access  Areas;  provided that  Sublessee is not assuming any of the  obligations
that  Sublessor  may have  under the Master  Lease,  except as and to the extent
specifically provided in this Sublease.

         29.  LIMITATION  OF  SCOPE  AND  EFFECT.  Except  as and to the  extent
otherwise  specified in this  Sublease,  this Sublease is not intended and shall
not be deemed to amend,  modify,  terminate  or  relinquish  any other  right or
obligation of Sublessor or Lessor under the Master Lease.

         30. NONWAIVER. The failure of a party to insist upon strict performance
of any of the terms, covenants,  conditions or agreements contained herein shall
not be deemed a waiver of any rights or remedies  that said party may have,  and
shall  not be  deemed  a waiver  of any  subsequent  breach  or  default  in the
performance of any of the terms,  covenants,  conditions or agreements contained
herein.

         31. "AS IS" ASSUMPTION.  By the execution hereof, Sublessee represents,
warrants and confirms that  Sublessee has  conducted,  prior to the date hereof,
such  investigations  with respect to the Subleased Premises and the property of
which the Subleased Premises are a part (collectively,  the 6`Subject Property")
as Sublessee  deems  advisable,  arid has  satisfied  itself with respect to the
Subject   Property,   and  the  transactions   contemplated  by  this  Sublease.
Accordingly,  except as  expressly  provided  in this  Sublease,  including  the
obligation of Sublessor to perform the Sublessor  Work,  Sublessee  shall accept
the  Subject  Property  in the  condition  in which it exists on the date hereof
(that  is,  "as  is"  and  "where  is",  with  all  faults)  without  any  other
representation or warranty,  express or implied,  in fact or by law, and without
any other recourse against Sublessor.

         32.  RIGHT OF FIRST OFFER FOR RETAINED  PREMISES.  Subject to the terms
and conditions of the Master Lease,  except for a transfer to a Related  Entity,
and  without  waiving  or  relinquishing  or  being  deemed  to have  waived  or
relinquished  any rights or  remedies of or  available  to  Sublessor  under the
Master Lease, Sublessor and Sublessee further agree as follows:

              (a) So long as, as of the "First Offer Notice" (as defined  below)
         date (i) Sublessee  actually occupies all of the Subleased Premises and
         (ii) no event of default under this Sublease or event which but for the
         passage of time or the giving of notice,  or both,  would constitute an
         event of default  under this  Sublease has occurred and is  continuing,
         then,  if Sublessor  determines  to offer for sublease or sublease to a
         third party the Retained Premises, in whole or in part, then Sublessor,
         before  offering  the  Retained  Premises  for  sublease or agreeing to
         sublease the Retained  Premises,  shall offer to Sublessee the right to
         sublease the Retained  Premises on the same terms and  conditions  upon
         which Sublessor  intends to offer the Retained Premises for sublease or
         sublease the Retained Premises.

              (b)  Such  offer  shall be made by  Sublessor  to  Sublessee  in a
         written  notice (the "First Offer  Notice"),  which offer shall specify
         the terms and  conditions  upon  which  Sublessor  intends to offer the
         Retained  Premises  for  sublease or sublease  the  Retained  Premises.
         Sublessee  may accept the offer set forth in the First Offer  Notice by
         delivering to Sublessor an unconditional  acceptance (the  "Sublessee's
         Notice") of such offer within ten (l0)  business days after delivery by
         Sublessor of the First Offer Notice to Sublessee.  Time shall be of the
         essence with respect to the giving of Sublessee's Notice.

                                       27
<PAGE>

              (c) If Sublessee  does not accept (or fails to timely  accept) the
         offer made by Sublessor  pursuant to the First Offer Notice,  Sublessor
         shall be under no  further  obligation  by reason of this  Sublease  or
         otherwise  (except as  otherwise  specified in the Master  Lease),  and
         Sublessor  may  thereafter  sublease the  Retained  Premises to a third
         party free and clear of all  obligations  set forth in this Sublease or
         otherwise  (except as otherwise  specified in the Master Lease),  which
         sublease may be on terms which are less favorable to Sublessor than set
         forth in the First Offer Notice;  provided that if Sublessor determines
         to offer to sublease or sublease the Retained Premises to a third party
         at  rental  rates   (excluding  any  rent  credits,   rent  abatements,
         improvement allowances or similar matters), which rental rates are less
         than  eighty-five  percent (85%) of the rental rates in the First Offer
         Notice or otherwise  on terms which are  materially  and  substantially
         less  favorable than those offered to Sublessee,  then Sublessor  shall
         offer to sublease  and, at  Sublessee's  option,  sublease the Retained
         Premises to Sublessee on such terms.

              (d) If  Sublessee  exercises  its right to sublease  the  Retained
         Premises,  the parties shall proceed with due diligence to document the
         sublease of the Retained  Premises to Sublessee,  subject to such other
         terms  and  conditions  as  may,  consistent  with  this  Sublease,  be
         reasonably required by Sublessor, all of which shall be documented, and
         executed,  within thirty (30) days following the Sublessee's Notice. In
         this  connection,  Sublessor and Sublessee  acknowledge  and agree that
         Sublessor  shall be under no  obligation to sell the Smed System within
         the Retained  Premises  unless and until  Sublessor and Sublessee shall
         agree on a mutually  acceptable purchase price therefor and, otherwise,
         Sublessor  shall be entitled to sell and/or remove any such Smed System
         prior to occupancy, if any, of the Retained Premises by Sublessee.

              (e)  In  the  event  Sublessee  subleases  the  Retained  Premises
         pursuant  to the  terms and  conditions  of this  Paragraph,  Sublessee
         understands,  acknowledges, and agrees that any amounts due and payable
         by  Sublessor  under the  Master  Lease in  connection  with  obtaining
         Lessor's  consent to any such  sublease,  as  specified  under  Section
         10.2(c) of the Master Lease,  shall be the sole  responsibility  of the
         Sublessee.

         33. SMED SYSTEM.  In the event  Sublessee is not then in default  under
this Sublease  and/or the Master Lease,  and subject to the payment by Sublessee
of  FORTY-FIVE  THOUSAND AND NO/100  DOLLARS  ($45,000) to Sublessor  (the "Smed
System  Payment"),   Sublessee  shall  have  the  right  and  option,  upon  the
termination  of this Sublease  according to its terms,  to purchase that part of
the Smed System within and part of the Subleased Premises as of the Commencement
Date  (the  "Subleased  Smed  System").  Sublessee  shall  notify  Sublessor  of
Sublessee's  intent  to  purchase  the  Subleased  Smed  System  not  less  than
forty-five  (45) days prior to the termination of this Sublease (or if, pursuant
to the terms and conditions of the Master Lease,  the Sublease  shall  terminate
within  less  than  forty-five  (45)  days,  as soon as  reasonably  practicable
following notice to Sublessee of any such termination).  Sublessor and Sublessee
shall consummate the purchase of the Subleased Smed System by means of a bill of
sale,  which shall be executed and  delivered by Sublessor to Sublessee  within,

                                       28
<PAGE>

subject  to the Smed  System  Payment,  ten (10)  business  days  following  the
termination of this Sublease,  and with the understanding and  acknowledgment of
Sublessee  that the Subleased  Smed System shall be conveyed in the condition in
which it exists on the date thereof  (that is, "as is" and 'where is",  with all
faults) without any other  representation  or warranty,  express or implied,  in
fact or by law, and without any other recourse against Sublessor.

         34.  EXCLUDED  MASTER  PROVISIONS.  Notwithstanding  any other  term or
condition of this Sublease or the Master Lease, the following  provisions of the
Master  Lease shall not be deemed part of and are excluded  from this  Sublease:
Section  28;  Part I,  Section H;  Exhibits  D, F and I; and the  Building  Sign
Addendum.

         IN WITNESS  WHEREOF,  this  Sublease has been executed and delivered by
the undersigned as of the date first above written.

                                       SUBLESSOR:

                                       PLIANT CORPORATION,
                                       a Utah corporation

                                       By: _____________________

                                       Printed Name:____________

                                       Title:___________________

                       Dated this _ day of February, 2002.

                                       SUBLESSEE:

                                       CATEGORY 5 TECHNOLOGIES, INC.,
                                       a Nevada corporation

                                       By:______________________

                                       Printed Name:____________

                                       Title: CEO

                     Dated this 20th day of February, 2002.



                                       29
<PAGE>


                                    EXHIBIT A



         (Description of Subleased Premises, Retained Premises and Common Access
Areas)

                                  see attached



                                       30
<PAGE>
                                    EXHIBIT B

                               (Sublessor's Work)

         All as  specified  in  and  subject  to  the  attached  site  plan  and
corresponding plans and specifications:

         1. The repair of all existing  walls and  reconfiguration  of the walls
and interior space within the Subleased  Premises such that approximately 33% of
the exterior space will be enclosed space, all as shown on the Space Plan.

         2. Any work required to establish the Retained  Premises  (inclusive of
existing  restrooms,  lunch  areas,  etc.) as a  separately  demised  space,  as
required by Section 10.2(a)(v) of the Master Lease.

         3. Any electrical,  plumbing, HVAC or other work required to separately
demise the Subleased Premises.


                                       31
<PAGE>

                                    EXHIBIT C

                    (Parking Areas--Reserved and Unreserved)




                                       32
<PAGE>