BUSINESS LOAN AGREEMENT (ASSET BASED)
<TABLE>
<CAPTION>
Principal       Loan Date       Maturity        Loan No Call/Coll       Account   Officer Inititals
<S>             <C>             <C>             <C>     <C>             <C>       <C>     <C>
$1,000,000.00   09-11-2001      09-01-2002      9001    2/7380          3147622   54403
</TABLE>




  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

     Any item above containing" * * * " has been omitted due to text length
                                  limitations.

Corporation: EPENZIO, INC.               Lender: ZIONS FIRST NATIONAL BANK
2795 EAST COTTONWOOD PARKWAY, SUITE 120  SOUTH VALLEY COMMERCIAL BANKING CENTER
SALT LAKE CITY, UT 84121                 125 WEST 10600 SOUTH, SUITE 200
                                         SANDY, UT 84070



THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated September 11, 2001. is made and
executed between EPENZIO. INC. ("Borrower") and ZIONS FIRST NA TIONAL BANK
("Lender") on the following terms and conditions. Borrower has received prior
commercial loans from Lender or has applied to Lender for a commercial loan or
loans or other financial accommodations, including those which may be described
on any exhibit or schedule attached to this Agreement ("Loan"). Borrower
understands and agrees that: (A) in granting, renewing. or extending any Loan,
Lender is relying upon Borrower's representations, warranties. and agreements as
set forth in this Agreement, and (B) all such Loans shall be and remain subject
to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of September 11, 2001, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest. costs,
expenses, attorneys' tees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.

ADVANCE AUTHORITY. The following persons currently are authorized to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
their authority: PAUL S. ANDERSON, President of EPENZIO, INC.; BRAD V. CRAWFORD,
CEO of EPENZIO. INC.; and JADE MILLINGTON. CFO.

LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the aggregate
amount of such Advances outstanding at any time does not exceed the Borrowing
Base. Within the foregoing limits, Borrower may borrow, partially or wholly
prepay, and reborrow under this Agreement as follows:

   Conditions Precedent to Each Advance. Lender's obligation to make any Advance
   to or for the account of Borrower under this Agreement is subject to the
   following conditions precedent, with all documents, instruments, opinions,
   reports, and other items required under this Agreement to be in form and
   substance satisfactory to Lender:

        (1)  Lender shall have received evidence that this Agreement and all
             Related Documents have been duly authorized, executed, and
             delivered by Borrower to Lender .

        (2)  Lender shall have received such opinions of counsel, supplemental
             opinions, and documents as Lender may request.

        (3)  The security interests in the Collateral shall have been duly
             authorized, created, and perfected with first lien priority and
             shall be in full force and effect.

        (4)  All guaranties required by Lender for the credit facility(ies)
             shall have been executed by each Guarantor, delivered to Lender,
             and be in full force and effect.

        (5)  Lender, at its option and for its sole benefit, shall have
             conducted an audit of Borrower's Accounts, books, records, and
             operations, and Lender shall be satisfied as to their condition.

        (6)  Borrower shall have paid to Lender all fees, costs, and expenses
             specified in this Agreement and the Related Documents as are then
             due and payable.

        (7)  There shall not exist at the time of any Advance a condition which
             would constitute an Event of Default under this Agreement, and
             Borrower shall have delivered to Lender the compliance certificate
             called for in the paragraph below titled "Compliance Certificate."

   Making Loan Advances. Advances under this credit facility. as well as
   directions for payment from Borrower's accounts, may be requested orally or
   in writing by authorized persons. Lender may, but need not, require that all
   oral requests be confirmed in writing. Each Advance shall be conclusively
   deemed to have been made at the request of and for the benefit of Borrower
   (1) when credited to any deposit account of Borrower maintained with Lender
   or (2) when advanced in accordance with the instructions of an authorized
   person. Lender, at its option, may set a cutoff time, after which all
   requests for Advances will be treated as having been requested on the next
   succeeding Business Day.

   Mandatory Loan Repayments. If at any time the aggregate principal amount of
   the outstanding Advances shall exceed the applicable Borrowing Base,
   Borrower, immediately upon written or oral notice from Lender, shall pay to
   Lender an amount equal to the difference between the outstanding principal
   balance of the Advances and the Borrowing Base. On the Expiration Date,
   Borrower shall pay to Lender in full the aggregate unpaid principal amount of
   all Advances then outstanding and all accrued unpaid interest, together with
   all other applicable fees, costs and charges, if any, not yet paid.

Loan Account. Lender shall maintain on its books a record of account in which
Lender shall make entries for each Advance and such other debits and credits as
shall be appropriate in connection with the credit facility. Lender shall
provide Borrower with periodic statements of Borrower's account, which
statements shall be considered to be correct and conclusively binding on
Borrower unless Borrower notifies Lender to the contrary within thirty (30) days
after Borrower's receipt of any such statement which Borrower deems to be
incorrect.

COLLATERAL. To secure payment of the Primary Credit Facility and performance of
all other Loan, obligations and duties owed by Borrower to Lender, Borrower (and
others. if required) shall grant to Lender Security Interests in such property
and assets as Lender may require. Lender's Security Interests in the Collateral
shall be continuing liens and shall include the proceeds and products of the
Collateral, including without limitation the proceeds of any insurance. With
respect to the Collateral, Borrower agrees and represents and warrants to
Lender:

   Perfection of Security Interests. Borrower agrees to execute financing
   statements and all documents perfecting Lender's Security Interest and to
   take whatever other actions are requested by Lender to perfect and continue
   Lender's Security Interests in the Collateral. Upon request of Lender,
   Borrower will deliver to Lender any and all of the documents evidencing or
   constituting the Collateral, and Borrower will note Lender's interest upon
   any and all chattel paper and instruments if not delivered to Lender for
   possession by Lender . Contemporaneous with the execution of this Agreement,
   Borrower will execute one or more UCC financing statements and any similar
   statements as may be required by applicable law, and Lender will file such
   financing statements and all such similar statements in the appropriate
   location or locations. Borrower hereby appoints Lender as its irrevocable
   attorney-in-tact for the purpose of executing any documents necessary to
   perfect or to continue any Security Interest. Lender may at any time, and
   without further authorization from Borrower, file a carbon, photograph,
   facsimile, or other reproduction of any financing statement for use as a
   financing statement. Borrower


<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9001                   (Continued)                             Page 2


   will reimburse Lender for all expenses for the perfection, termination, and
   the continuation of the perfection of Lender's security interest in the
   Collateral. Borrower promptly will notify Lender before any change in
   Borrower's name including any change to the assumed business names of
   Borrower. Borrower also promptly will notify Lender before any change in
   Borrower's Social Security Number or Employer Identification Number. Borrower
   further agrees to notify Lender in writing prior to any change in address or
   location of Borrower's principal governance office or should Borrower merge
   or consolidate with any other entity.

   Collateral Records. Borrower does now, and at all times hereafter shall, keep
   correct and accurate records of the Collateral, all of which records shall be
   available to Lender or Lender's representative upon demand for inspection and
   copying at any reasonable time. With respect to the Accounts, Borrower agrees
   to keep and maintain such records as Lender may require, including without
   limitation information concerning Eligible Accounts and Account balances and
   agings. Records related to Accounts (Receivablesl are or will be located at.
   The above is an accurate and complete list of all locations at which Borrower
   keeps or maintains business records concerning Borrower's collateral.

   Collateral Schedules. Concurrently with the execution and delivery of this
   Agreement, Borrower shall execute and deliver to Lender schedules of Accounts
   and schedules of Eligible Accounts in form and substance satisfactory to the
   Lender. Thereafter supplemental schedules shall be delivered according to the
   following schedule: With respect to Eligible Accounts, schedules shall be
   delivered Every 30 days.

   Representations and Warranties Concerning Accounts. With respect to the
   Accounts, Borrower represents and warrants to Lender: ( 1 ) Each Account
   represented by Borrower to be an Eligible Account for purposes of this
   Agreement conforms to the requirements of the definition of an Eligible
   Account; (21 All Account information listed on schedules delivered to Lender
   will be true and correct, subject to immaterial variance; and (31 Lender, its
   assigns, or agents shall have the right at any time and at Borrower's expense
   to inspect, examine, and audit Borrower's records and to confirm with Account
   Debtors the accuracy of such Accounts.

   Remittance Account. Borrower agrees that Lender may at any time require
   Borrower to institute procedures whereby the payments and other proceeds of
   the Accounts shall be paid by the Account Debtors under a remittance account
   or lock box arrangement with Lender, or Lender's agent, or with one or more
   financial institutions designated by Lender. Borrower further agrees that, if
   no Event of Default exists under this Agreement, any and all of such funds
   received under such a remittance account or lock box arrangement shall, at
   Lender's sole election and discretion, either be ( 1) paid or turned over to
   Borrower; (21 deposited into one or more accounts for the benefit of Borrower
   (which deposit accounts shall be subject to a security assignment in favor of
   Lenderl; (3) deposited into one or more accounts for the joint benefit of
   Borrower and Lender (which deposit accounts shall likewise be subject to a
   security assignment in favor of Lenderl; (41 paid or turned over to Lender to
   be applied to the Indebtedness in such order and priority as Lender may
   determine within its sole discretion; or (51 any combination of the foregoing
   as Lender shall determine from time to time. Borrower further agrees that,
   should one or more Events of Default exist, any and all funds received under
   such a remittance account or lock box arrangement shall be paid or turned
   over to Lender to be applied to the Indebtedness, again in such order and
   priority as Lender may determine within its sole discretion.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

   Loan Documents. Borrower shall provide to Lender the following documents for
   the Loan: (1) the Note; (2) Security Agreements granting to Lender security
   interests in the Collateral; (3) financing statements and all other documents
   perfecting Lender's Security Interests; (4) evidence of insurance as required
   below; (51 together with all such Related Documents as Lender may require for
   the Loan; all in form and substance satisfactory to Lender and Lender's
   counsel.

   Borrower's Authorization. Borrower shall have provided in form and substance
   satisfactory to Lender properly certified resolutions, duly authorizing the
   execution and delivery of this Agreement, the Note and the Related Documents.
   In addition, Borrower shall have provided such other resolutions,
   authorizations, documents and instruments as Lender or its counsel, may
   require.

   Fees and Expenses Under This Agreement. Borrower shall have paid to Lender
   all fees, costs, and expenses specified in this Agreement and the Related
   Documents as are then due and payable.

   Representations and Warranties. The representations and warranties set forth
   in this Agreement, in the Related Documents, and in any document or
   certificate delivered to Lender under this Agreement are true and correct.

   No Event of Default. There shall not exist at the time of any Advance a
   condition which would constitute an Event of Default under this Agreement or
   under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

   Organization. Borrower is a corporation for profit which is, and at all times
   shall be, duly organized, validly existing, and in good standing under and by
   virtue of the laws of the State of Utah. Borrower is duly authorized to
   transact business in all other states in which Borrower is doing business,
   having obtained all necessary filings, governmental licenses and approvals
   for each state in which Borrower is doing business. Specifically, Borrower
   is, and at all times shall be, duly qualified as a foreign corporation in all
   states in which)he failure to so qualify would have a material adverse effect
   on its business or financial condition. Borrower has the full power and
   authority to own its properties and to transact the business in which it is
   presently engaged or presently proposes to engage. Borrower maintains an
   office at 2795 EAST COTTONWOOD PARKWAY, SUITE 120, SALT LAKE CITY, UT 84121.
   Unless Borrower has designated otherwise in writing, the principal office is
   the office at which Borrower keeps its books and records including its
   records concerning the Collateral. Borrower will notify Lender prior to any
   change in the location of Borrower's state of organization or any change in
   Borrower's name. Borrower shall do all things necessary to preserve and to
   keep in full force and effect its existence, rights and privileges, and shall
   comply with all regulations, rules, ordinances, statutes, orders and decrees
   of any governmental or quasi-governmental authority or court applicable to
   Borrower and Borrower's business activities.

   Assumed Business Names. Borrower has filed or recorded all documents or
   filings required by law relating to all assumed business names used by
   Borrower. Excluding the name of Borrower, the following is a complete list of
   all assumed business names under which Borrower does business: None.

   Authorization. Borrower's execution, delivery, and performance of this
   Agreement and all the Related Documents have been duly authorized by all
   necessary action by Borrower and do not conflict with, result in a violation
   of, or constitute a default under (1) any provision of Borrower's articles of
   incorporation or organization, or bylaws, or any agreement or other
   instrument binding upon Borrower or (2) any law, governmental regulation,
   court decree, or order applicable to Borrower or to Borrower's properties.

   Financial Information. Each of Borrower's financial statements supplied to
   Lender truly and completely disclosed Borrower's financial condition as of
   the date of the statement, and there has been no material adverse change in
   Borrower's financial condition subsequent to the date of the most recent
   financial statment supplied to Lender. Borrower has no material contingent
   obligations except as disclosed in
   ----------------------------------------------------------------------------


<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9001                   (Continued)                             Page 3


   such financial statements.

   Legal Effect. This Agreement constitutes, and any instrument or agreement
   Borrower is required to give under this Agreement when delivered will
   constitute legal, valid, and binding obligations of Borrower enforceable
   against Borrower in accordance with their respective terms.

   Properties. Except as contemplated by this Agreement or as previously
   disclosed in Borrower's financial statements or in writing to Lender and as
   accepted by Lender, and except for property tax liens for taxes not presently
   due and payable, Borrower owns and has good title to all of Borrower's
   properties free and clear of all Security Interests, and has not executed any
   security documents or financing statements relating to such properties. All
   of Borrower's properties are titled in Borrower's legal name, and Borrower
   has not used, or filed a financing statement under, any other name for at
   least the last five (5) years.

   Hazardous Substances. Except as disclosed to and acknowledged by Lender in
   writing, Borrower represents and warrants that: ( 1) During the period of
   Borrower's ownership of Borrower's Collateral, there has been no use,
   generation, manufacture, storage, treatment, disposal, release or threatened
   release of any Hazardous Substance by any person on, under, about or from any
   of the Collateral. (2) Borrower has no knowledge of, or reason to believe
   that there has been (a) any breach or violation of any Environmental Laws;
   (b) any use, generation, manufacture, storage, treatment, disposal, release
   or threatened release of any Hazardous Substance on, under, about or from the
   Collateral by any prior owners or occupants of any of the Collateral; or (c)
   any actual or threatened litigation or claims of any kind by any person
   relating to such matters. (3) Neither Borrower nor any tenant, contractor,
   agent or other authorized user of any of the Collateral shall use, generate,
   manufacture, store, treat, dispose of or release any Hazardous Substance on,
   under, about or from any of the Collateral; and any such activity shall be
   conducted in compliance with all applicable federal, state, and local laws,
   regulations, and ordinances, including without limitation all Environmental
   Laws. Borrower authorizes Lender and its agents to enter upon the Collateral
   to make such inspections and tests as Lender may deem appropriate to
   determine compliance of the Collateral with this section of the Agreement.
   Any inspections or tests made by Lender shall be at Borrower's expense and
   for Lender's purposes only and shall not be construed to create any
   responsibility or liability on the part of Lender to Borrower or to any other
   person. The representations and warranties contained herein are based on
   Borrower's due diligence in investigating the Collateral for hazardous waste
   and Hazardous Substances. Borrower hereby ( 1) releases and waives any future
   claims against Lender for indemnity or contribution in the event Borrower
   becomes liable for cleanup or other costs under any such laws, and (2} agrees
   to indemnify and hold harmless Lender against any and all claims, losses,
   liabilities, damages, penalties, and expenses which Lender may directly or
   indirectly sustain or suffer resulting from a breach of this section of the
   Agreement or as a consequence of any use, generation, manufacture, storage,
   disposal, release or threatened release of a hazardous waste or substance on
   the Collateral. The provisions of this section of the Agreement, including
   the obligation to indemnify, shall survive the payment of the Indebtedness
   and the termination, expiration or satisfaction of this Agreement and shall
   not be affected by Lender's acquisition of any interest in any of the
   Collateral, whether by foreclosure or otherwise.

   Litigation and Claims. No litigation, claim, investigation, administrative
   proceeding or similar action (including those for unpaid taxes) against
   Borrower is pending or threatened, and no other event has occurred which may
   materially adversely affect Borrower's financial condition or properties,
   other than litigation, claims, or other events, if any, that have been
   disclosed to and acknowledged by Lender in writing.

   Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and
   reports that are or were required to be filed, have been filed, and all
   taxes, assessments and other governmental charges have been paid in full,
   except those presently being or to be contested by Borrower in good faith in
   the ordinary course of business and for which adequate reserves have been
   provided.

   Lien Priority. Unless otherwise previously disclosed to Lender in writing,
   Borrower has not entered into or granted any Security Agreements, or
   permitted the filing or attachment of any Security Interests on or affecting
   any of the Collateral directly or indirectly securing repayment of Borrower's
   Loan and Note, that would be prior or that may in any way be superior to
   Lender's Security Interests and rights in and to such Collateral.

   Binding Effect. This Agreement, the Note, all Security Agreements (if any),
   and all Related Documents are binding upon the signers thereof, as well as
   upon their successors, representatives and assigns, and are legally
   enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will: Notices of Claims and
Litigation. Promptly inform Lender in writing of ( 1) all material adverse
changes in Borrower's financial condition, and (2) all existing and all
threatened litigation, claims, investigations, administrative proceedings or
similar actions affecting Borrower or any Guarantor which could materially
affect the financial condition of Borrower or the financial condition of any
Guarantor .

   Financial Records. Maintain its books and records in accordance with GAAP,
   applied on a consistent basis, and permit Lender to examine and audit
   Borrower's books and records at all reasonable times.

   Financial Statements. Furnish Lender with the following:

         Annual Statements. As soon as available, but in no event later than
         ninety (90) days after the end of each fiscal year, Borrower's balance
         sheet and income statement for the year ended, audited by a certified
         public accountant satisfactory to Lender .

         Interim Statements. As soon as available, but in no event later than 45
         days after the end of each fiscal quarter, Borrower's balance sheet and
         profit and loss statement for the period ended, prepared by Borrower .

   All financial reports required to be provided under this Agreement shall be
   prepared in accordance with GAAP, applied on a consistent basis, and
   certified by Borrower as being true and correct.

   Additional Information. Furnish such additional information and statements,
   as Lender may request from time to time.

   Insurance. Maintain fire and other risk insurance, public liability
   insurance, and such other insurance as Lender may require with respect to
   Borrower's properties and operations, in form, amounts, coverages and with
   insurance companies acceptable to Lender. Borrower, upon request of Lender,
   will deliver to Lender from time to time the policies or certificates of
   insurance in form satisfactory to Lender, including stipulations that
   coverages will not be cancelled or diminished without at least ten ( 10) days
   prior written notice to Lender. Each insurance policy also shall include an
   endorsement providing that coverage in favor of Lender will not be impaired
   in any way by any act, omission or default of Borrower or any other person.
   In connection with all policies covering assets in which Lender holds or is
   offered a security interest for the Loans, Borrower will provide Lender with
   such lender's loss payable or other endorsements as Lender may require.

     Insurance Reports. Furnish to Lender, upon request of Lender, reports on
     each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (1) the
     name of the insurer; (2) the risks insured; (3) the amount of the policy;
     (4) the properties insured; (5) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (6) the expiration date of the policy. In addition, upon
     request of Lender (however not more often than annually), Borrower will
     have an independent appraiser satisfactory to Lender determine, as
     applicable, the actual cash


<PAGE>


                      BUSINESS LOAN AGREEMENT {ASSET BASED)
Loan No: 9001                   (Continued)                             Page 4


   value or replacement cost of any Collateral. The cost of such appraisal shall
   be paid by Borrower .

   Other Agreements. Comply with all terms and conditions of all other
   agreements, whether now or hereafter existing, between Borrower and any other
   party and notify Lender immediately in writing of any default in connection
   with any other such agreements.

   Loan Proceeds. Use all Loan proceeds solely for Borrower's business
   operations, unless specifically consented to the contrary by Lender in
   writing.

   Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness
   and obligations, including without limitation all assessments, taxes,
   governmental charges, levies and liens, of every kind and nature, imposed
   upon Borrower or its properties, income, or profits, prior to the date on
   which penalties would attach, and all lawful claims that, if unpaid, might
   become a lien or charge upon any of Borrower's properties, income, or
   profits.

   Performance. Perform and comply, in a timely manner, with all terms,
   conditions, and provisions set forth in this Agreement, in the Related
   Documents, and in all other instruments and agreements between Borrower and
   Lender. Borrower shall notify Lender immediately in writing of any default in
   connection with any agreement.

   Operations. Maintain executive and management personnel with substantially
   the same qualifications and experience as the present executive and
   management personnel; provide written notice to Lender of any change in
   executive and management personnel; conduct its business affairs in a
   reasonable and prudent manner .

   Environmental Studies. Promptly conduct and complete, at Borrower's expense,
   all such investigations, studies, samplings and testings as may be requested
   by Lender or any governmental authority relative to any substance, or any
   waste or by-product of any substance defined as toxic or a hazardous
   substance under applicable federal, state, or local law, rule, regulation,
   order or directive, at or affecting any property or any facility owned,
   leased or used by Borrower .

   Compliance with Governmental Requirements. Comply with all laws, ordinances,
   and regulations, now or hereafter in effect, of all governmental authorities
   applicable to the conduct of Borrower's properties, businesses and
   operations, and to the use or occupancy of the Collateral, including without
   limitation, the Americans With Disabilities Act. Borrower may contest in good
   faith any such law, ordinance, or regulation and withhold compliance during
   any proceeding, including appropriate appeals, so long as Borrower has
   notified Lender in writing prior to doing so and so long as, in Lender's sole
   opinion, Lender's interests in the Collateral are not jeopardized. Lender may
   require Borrower to post adequate security or a surety bond, reasonably
   satisfactory to Lender, to protect Lender's interest.

   Inspection. Permit employees or agents of Lender at any reasonable time to
   inspect any and all Collateral for the Loan or Loans and Borrower's other
   properties and to examine or audit Borrower's books, accounts, and records
   and to make copies and memoranda of Borrower's books, accounts, and records.
   If Borrower now or at any time hereafter maintains any records (including
   without limitation computer generated records and computer software programs
   for the generation of such records) in the possession of a third party,
   Borrower, upon request of Lender, shall notify such party to permit Lender
   free access to such records at all reasonable times and to provide Lender
   with copies of any records it may request, all at Borrower's expense.

   Compliance Certificates. Unless waived in writing by Lender, provide Lender
   within thirty (30) days after the end of each fiscal quarter , with a
   certificate executed by Borrower's chief financial officer, or other officer
   or person acceptable to Lender, certifying that the representations and
   warranties set forth in this Agreement are true and correct as of the date of
   the certificate and further certifying that, as of the date of the
   certificate, no Event of Default exists under this Agreement.

   Environmental Compliance and Reports. Borrower shall comply in all respects
   with any and all Environmental Laws; not cause or permit to exist, as a
   result of an intentional or unintentional action or omission on Borrower's
   part or on the part of any third party, on property owned and/or occupied by
   Borrower, any environmental activity where damage may result to the
   environment, unless such environmental activity is pursuant to and in
   compliance with the conditions of a permit issued by the appropriate federal,
   state or local governmental authorities; shall furnish to Lender promptly and
   in any event within thirty (30) days after receipt thereof a copy of any
   notice, summons, lien, citation, directive, letter or other communication
   from any governmental agency or instrumentality concerning any intentional or
   unintentional action or omission on Borrower's part in connection with any
   environmental activity whether or not there is damage to the environment
   and/or other natural resources.

   Additional Assurances. Make, execute and deliver to Lender such promissory
   notes, mortgages, deeds of trust, security agreements, assignments, financing
   statements, instruments, documents and other agreements as Lender or its
   attorneys may reasonably request to evidence and secure the Loans and to
   perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except federal, state or local income or franchise taxes
imposed on Lender), reserve requirements, capital adequacy requirements or other
obligations which would (A) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (B) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(C) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error .

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either ( 1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

   Indebtedness and Liens. ( 1) Except for trade debt incurred in the normal
   course of business and indebtedness to Lender contemplated by this Agreement,
   create, incur or assume indebtedness for borrowed money, including capital
   leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security
   interest in, or encumber any of Borrower's assets (except as allowed as
   Permitted Liens) or (3) sell with


________________________



<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9001                   (Continued)                             Page 5



   recourse any of Borrower's accounts, except to Lender .

   Continuity of Operations. (1) Engage in any business activities substantially
   different than those in which Borrower is presently engaged, (2) cease
   operations, liquidate, merge, transfer, acquire or consolidate with any other
   entity, change its name, dissolve or transfer or sell Collateral out of the
   ordinary course of business, or (3) pay any dividends on Borrower's stock
   (other than dividends payable in its stock), provided, however that
   notwithstanding the foregoing, but only so long as no Event of Default has
   occurred and is continuing or would result from the payment of dividends, if
   Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue
   Code of 1986, as amended), Borrower may pay cash dividends on its stock to
   its shareholders from time to time in amounts necessary to enable the
   shareholders to pay income taxes and make estimated income tax payments to
   satisfy their liabilities under federal and state law which arise solely from
   their status as Shareholders of a Subchapter S Corporation because of their
   ownership of shares of Borrower's stock, or purchase or retire any of
   Borrower's outstanding shares or alter or amend Borrower's capital structure.

   Loans, Acquisitions and Guaranties. ( 1) Loan, invest in or advance money or
   assets, (2) purchase, create or acquire any interest in any other enterprise
   or entity, or (3) incur any obligation as surety or guarantor other than in
   the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

   Payment Default. Borrower fails to make any payment when due under the Loan.

   Other Defaults. Borrower fails to comply with or to perform any other term,
   obligation, covenant or condition contained in this Agreement or in any of
   the Related Documents or to comply with or to perform any term, obligation,
   covenant or condition contained in any other agreement between Lender and
   Borrower .

   Default in Favor of Third Parties. Borrower or any Grantor defaults under any
   loan, extension of credit, security agreement, purchase or sales agreement,
   or any other agreement, in favor of any other creditor or person that may
   materially affect any of Borrower's or any Grantor's property or Borrower's
   or any Grantor's ability to repay the Loans or perform their respective
   obligations under this Agreement or any of the Related Documents.

   False Statements. Any warranty, representation or statement made or furnished
   to Lender by Borrower or on Borrower's behalf under this Agreement or the
   Related Documents is false or misleading in any material respect, either now
   or at the time made or furnished or becomes false or misleading at any time
   thereafter .

   Insolvency. The dissolution or termination of Borrower's existence as a going
   business, the insolvency of Borrower, the appointment of a receiver for any
   part of Borrower's property, any assignment for the benefit of creditors, any
   type of creditor workout, or the commencement of any proceeding under any
   bankruptcy or insolvency laws by or against Borrower .

   Defective Collateralization. This Agreement or any of the Related Documents
   ceases to be in full force and effect (including failure of any collateral
   document to create a valid and perfected security interest or lien) at any
   time and for any reason.

   Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
   proceedings, whether by judicial proceeding, self-help, repossession or any
   other method, by any creditor of Borrower or by any governmental agency
   against any collateral securing the Loan. This includes a garnishment of any
   of Borrower's accounts, including deposit accounts, with Lender. However,
   this Event of Default shall not apply if there is a good faith dispute by
   Borrower as to the validity or reasonableness of the claim which is the basis
   of the creditor or forfeiture proceeding and if Borrower gives Lender written
   notice of the creditor or forfeiture proceeding and deposits with Lender
   monies or a surety bond for the creditor or forfeiture proceeding, in an
   amount determined by Lender, in its sole discretion, as being an adequate
   reserve or bond for the dispute.

   Events Affecting Guarantor. Any of the preceding events occurs with respect
   to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes
   incompetent, or revokes or disputes the validity of, or liability under, any
   Guaranty of the Indebtedness. In the event of a death, Lender, at its option,
   may, but shall not be required to, permit the Guarantor's estate to assume
   unconditionally the obligations arising under the guaranty in a manner
   satisfactory to Lender, and, in doing so, cure any Event of Default.

   Change in Ownership. Any change in ownership of twenty-five percent (25%) or
   more of the common stock of Borrower .

   Adverse Change. A material adverse change occurs in Borrower's financial
   condition, or Lender believes the prospect of payment or performance of the
   Loan is impaired.

   Insecurity. Lender in good faith believes itself insecure.

   Right to Cure. If any default, other than a default on Indebtedness, is
   curable and if Borrower or Grantor, as the case may be, has not been given a
   notice of a similar default within the preceding twelve (12) months, it may
   be cured (and no Event of Default will have occurred) if Borrower or Grantor,
   as the case may be, after receiving written notice from Lender demanding cure
   of such default: ( 1) cure the default within fifteen (15) days; or (2) if
   the cure requires more than fifteen (15) days, immediately initiate steps
   which Lender deems in Lender's sole discretion to be sufficient to cure the
   default and thereafter continue and complete all reasonable and necessary
   steps sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's


<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED}
Loan No: 9001                   (Continued)                             Page 6



rights and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

CUSTOMER LIST. BORROWER SHALL FURNISH TO LENDER AN ANNUAL LIST OF BORROWER'S
ACCOUNT RECEIVABLE CUSTOMERS AND THEIR ADDRESSES IN A FORM ACCEPTABLE TO LENDER
WITHIN 20 DAYS OF THE END OF EACH ANNUAL PERIOD.

ACCOUNTS PAYABLE AGING. BORROWER SHALL FURNISH TO LENDER A QUARTERLY ACCOUNTS
PAYABLE AGING REPORT WITHIN 20 DAYS OF THE END OF EACH QUARTER IN A FORM
ACCEPTABLE TO LENDER.

AUTHORIZATION TO VERIFY ACCOUNTS RECEIVABLE. BORROWER HEREBY AUTHORIZES LENDER
TO VERIFY ITS ACCOUNTS RECEIVABLE THROUGH WRITTEN AND/OR VERBAL VERIFICATION
METHODS AT THE DISCRETION OF THE LENDER.

WAIVER OF CLAIMS. BORROWER (i} REPRESENTS THA T THEY HA VE NO DEFENSES TO OR
SETOFFS AGAINST ANY INDEBTEDNESS OR OTHER OBLIGATIONS OWING TO LENDER OR ITS
AFFILIATES (THE "OBLIGATIONS"), NOR CLAIMS AGAINST LENDER OR ITS AFFILIATES FOR
ANY MA TTER WHA TSOEVER, RELA TED OR UNRELA TED TO THE OBLIGA TIONS, AND (ii)
RELEASE LENDER AND ITS AFFlLIA TES FROM ALL CLAIMS, CAUSES OF ACTION, AND COSTS,
IN LAW OR EQUITY, EXISTING AS OF THE DATE OF THIS AGREEMENT WHICH BORROWER HAS
OR MA Y HA VE BY REASON OF ANY MA TTER OF ANY CONCEIV ABLE KIND OR CHARACTER WHA
TSOEVER, RELA TED OR UNRELA TED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER
OF THIS AGREEMENT. THIS PROVISION SHALL NOT APPLY TO CLAIMS FOR PERFORMANCE OF
EXPRESS CONTRACTUAL OBLIGATIONS OWING TO BORROWER BY LENDER OR ITS AFFILIATES.

DEFINITION OF INDEBTEDNESS AND NOTE. "Indebtedness" and "Note" as referenced
herein are hereby deleted in their entirety and replaced with the following:

Indebtedness. The word "Indebtedness" means and includes without limitation all
Loans, together with all other obligations, debts and liabilities of Borrower to
Lender, or anyone or more of them, as well as all claims by Lender against
Borrower, or anyone or more of them; whether now or hereafter existing,
voluntary or involuntary, due or not due, absolute or contingent, liquidated or
unliquidated; whether Borrower may be liable individually or jointly with
others; whether Borrower may be obligated as a guarantor, surety, or otherwise;
whether recovery upon such indebtedness may be or hereafter may become barred by
any statute of limitations; and whether such indebtedness may be or hereafter
may become otherwise unenforceable.

Note: The word "Note" means and includes without limitation Borrower's
promissory note or notes, if any, evidencing Borrower's Loan obligations in
favor of Lender, as well as any substitute, replacement or refinancing note or
notes therefor .


BORROWING BASE CERTIFICATE. BORROWER SHALL FURNISH TO LENDER A MONTHLY BORROWING
BASE CERTIFICATE, CERTIFIED BY AN AUTHORIZED OFFICER/EMPLOYEE OF BORROWER,
WITHIN 20 DAYS OF THE END OF EACH MONTH, IN A FORM ACCEPTABLE TO LENDER
SPECIFICALLY REQUESTS OTHERWISE IN WRITING TO BORROWER.

ACCOUNTS RECEIVABLE AGING. BORROWER SHALL FURNISH TO LENDER A MONTHLY ACCOUNTS
RECEIVABLE AGING REPORT WITHIN 20 DAYS OF THE END OF EACH MONTH IN A FORM
ACCEPTABLE TO LENDER.

DEBT COVERAGE. BORROWER SHALL MAINTAIN A RATIO OF TOTAL EARNINGS BEFORE
INTEREST, TAXES, DEPRECIATION AND AMORTIZA TION TO TOTAL DEBT SERVICE COVERAGE
OF NOT LESS THAN 1.50 TO 1.00, MEASURED ON A QUARTERLY BASIS.

TANGIBLE NET WORTH. BORROWER SHALL MAINTAIN A TANGIBLE NET WORTH OF NOT LESS
THAN $1,000,000.00, MEASURED ON A QUARTERLY BASIS.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

   Amendments. This Agreement, together with any Related Documents, constitutes
   the entire understanding and agreement of the parties as to the matters set
   forth in this Agreement. No alteration of or amendment to this Agreement
   shall be effective unless given in writing and signed by the party or parties
   sought to be charged or bound by the alteration or amendment.

   Arbitration Disclosures.

     1. ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY VERY
        LIMITED REVIEW BY A COURT .

     2. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT,
        INCLUDING THEIR RIGHT TO A JURY TRIAL.

     3. DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

     4. ARBiTRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
        REASONING IN THEIR AWARDS. THE RIGHT TO APPEAL OR SEEK MODIFICATION OF
        ARBITRATORS' RULINGS IS VERY LIMITED.

     5. A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
        AFFILIATED WITH THE BANKING INDUSTRY.

     6. ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST
        THOSE CONCERNING THE AGREEMENT.

     7. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE
        AMERICAN ARBITRATION ASSOCIATION.

        (a)  Any claim or controversy ("Dispute") between or among the parties
             and their employees, agents, affiliates, and assigns, including,
             but not limited to, Disputes arising out of or relating to this
             agreement, this arbitration provision ("arbitration clause"), or
             any related agreements or instruments relating hereto or delivered
             in connection herewith ("Related Agreements"), and including, but
             not limited to, a Dispute based on or arising from an alleged tort,
             shall at the request of any party be resolved by binding
             arbitration in accordance with the applicable arbitration rules of
             the American Arbitration Association (the" Administrator"). The
             provisions of this arbitration clause shall survive any
             termination, amendment, or expiration of this agreement or Related
             Agreements. The provisions of this arbitration clause shall
             supersede any prior arbitration agreement between or among the
             parties.

        (b)  The arbitration proceedings shall be conducted in a city mutually
             agreed by the parties. Absent such an agreement, arbitration will
             be conducted in Salt Lake City, Utah or such other place as may be
             determined by the Administrator. The Administrator and the
             arbitrator(s) shall have the authority to the extent practicable to
             take any action to require the arbitration proceeding to be
             completed and the arbitrator(s) , award issued within 150 days of
             the filing of the Dispute with the Administrator. The arbitrator(s}
             shall have the authority to impose sanctions on any party that
             fails to comply with time periods imposed by the Administrator or
             the arbitrator(s), including the sanction of summarily dismissing
             any Dispute or defense with prejudice. The arbitrator(s} shall have
             the authority to resolve any Dispute regarding the terms of this
             agreement, this arbitration clause, or Related Agreements,
             including any claim or controversy regarding the arbitrability of
             any Dispute. All limitations periods applicable to any Dispute or
             defense, whether by statute or agreement, shall apply to any
             arbitration proceeding hereunder and the arbitrator(s) shall have
             the authority to decide whether any Dispute or defense is barred by
             a limitations period and, if so, to summarily enter an award
             dismissing any Dispute or defense on that basis. The doctrines of
             compulsory counterclaim, res judicata, and collateral estoppel
             shall apply to any arbitration proceeding hereunder so that a party
             must state as a counterclaim in the arbitration proceeding any
             claim or controversy which arises out of the transaction or
             occurrence that is the subject matter of the Dispute. The
             arbitrator(s} may in the arbitrator(s}' discretion and at the
             request of any party: (1} consolidate in a single arbitration
             proceeding any other claim arising out of the same transaction
             involving another party to that transaction that is bound by an


<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9001                   (Continued)                             Page 7



             arbitration clause with Lender, such as borrowers, guarantors,
             sureties, and owners of collateral; and (2) consolidate or
             administer multiple arbitration claims or controversies as a class
             action in accordance with Rule 23 of the Federal Rules of Civil
             Procedure.

        (c)  The arbitrator(s) shall be selected in accordance with the rules of
             the Administrator from panels maintained by the Administrator. A
             single arbitrator shall have expertise in the subject matter of the
             Dispute. Where three arbitrators conduct an arbitration proceeding,
             the Dispute shall be decided by a majority vote of the three
             arbitrators, at least one of whom must have expertise in the
             subject matter of the Dispute and at least one of whom must be a
             practicing attorney. The arbitrator(s) shall award to the
             prevailing party recovery of all costs and fees (including
             attorneys' fees and costs, arbitration administration fees and
             costs, and arbitrator(s) , fees) .The arbitrator(s) , either during
             the pendency of the arbitration proceeding or as part of the
             arbitration award, also may grant provisional or ancillary remedies
             including but not limited to an award of injunctive relief,
             foreclosure, sequestration, attachment, replevin, garnishment, or
             the appointment of a receiver .

        (d)  Judgement upon an arbitration award may be entered in any court
             having jurisdiction, subject to the following limitation: the
             arbitration award is binding upon the parties only if the amount
             does not exceed Four Million Dollars ($4,000,000.00); if the award
             exceeds that limit, either party may demand the right to a court
             trial. Such a demand must be filed with the Administrator within
             thirty (30) days following the date of the arbitration award; if
             such a demand is not made with that time period, the amount of the
             arbitration award shall be binding. The computation of the total
             amount of an arbitration award shall include amounts awarded for
             attorneys' fees and costs, arbitration administration fees and
             costs, and arbitrator(s)' fees.

        (e)  No provision of this arbitration clause, nor the exercise of any
             rights hereunder, shall limit the right of any party to: ( 1)
             judicially or non-judicially foreclose against any real or personal
             property collateral or other security; (2) exercise self-help
             remedies, including but not limited to repossession and setoff
             rights; or (3) obtain from a court having jurisdiction thereover
             any provisional or ancillary remedies including but not limited to
             injunctive relief, foreclosure, sequestration, attachment,
             replevin, garnishment, or the appointment of a receiver . Such
             rights can be exercised at any time, before or after initiation of
             an arbitration proceeding, except to the extent such action is
             contrary to the arbitration award. The exercise of such rights
             shall not constitute a waiver of the right to submit any Dispute to
             arbitration, and any claim or controversy related to the exercise
             of such rights shall be a Dispute to be resolved under the
             provisions of this arbitration clause. Any party may initiate
             arbitration with the Administrator. If any party desires to
             arbitrate a Dispute asserted against such party in a complaint,
             counterclaim, cross-claim, or third-party complaint thereto, or in
             an answer or other reply to any such pleading, such party must make
             an appropriate motion to the trial court seeking to compel
             arbitration, which motion must be filed with the court within 45
             days of service of the pleading, or amendment thereto, setting
             forth such Dispute. If arbitration is compelled after commencement
             of litigation of a Dispute, the party obtaining an order compelling
             arbitration shall commence arbitration and pay the Administrator's
             filing fees and costs within 45 days of entry of such order.
             Failure to do so shall constitute an agreement to proceed with
             litigation and waiver of the right to arbitrate. In any arbitration
             commenced by a consumer regarding a consumer Dispute, Lender shall
             pay one half of the Administrator's filing fee, up to $250.

        (f)  Notwithstanding the applicability of any other law to this
             agreement, the arbitration clause, or Related Agreements between or
             among the parties, the Federal Arbitration Act, 9 U.S.C. Section 1
             et seq., shall apply to the construction and interpretation of this
             arbitration clause. If any provision of this arbitration clause
             should be determined to be unenforceable, all other provisions of
             this arbitration clause shall remain in full force and effect.

Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's
costs and expenses, including Lender's reasonable attorneys' fees and Lender's
legal expenses, incurred in connection with the enforcement of this Agreement.
Lender may hire or pay someone else to help enforce this Agreement, and Borrower
shall pay the costs and expenses of such enforcement. Costs and expenses include
Lender's reasonable attorneys' fees and legal expenses whether or not Lender's
salaried employee and whether or not there is a lawsuit, including reasonable
attorneys' fees and legal expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Borrower also shall pay all court
costs and such additional fees as may be directed by the court.

Caption Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of
this Agreement.

Consent to Loan Participation. Borrower agrees and consents to Lender's sale or
transfer, whether now or later, of one or more participation interests in the
Loan to one or more purchasers, whether related or unrelated to Lender. Lender
may provide, without any limitation whatsoever, to anyone or more purchasers, or
potential purchasers, any information or knowledge Lender may have about
Borrower or about any other matter relating to the Loan, and Borrower hereby
waives any rights to privacy Borrower may have with respect to such matters.
Borrower additionally waives any and all notices of sale of participation
interests, as well as all notices of any repurchase of such participation
interests. Borrower also agrees that the purchasers of any such participation
interests will be considered as the absolute owners of such interests in the
Loan and will have all the rights granted under the participation agreement or
agreements governing the sale of such participation interests. Borrower further
waives all rights of offset or counterclaim that it may have now or later
against Lender or against any purchaser of such a participation interest and
unconditionally agrees that either Lender or such purchaser may enforce
Borrower's obligation under the Loan irrespective of the failure or insolvency
of any holder of any interest in the Loan. Borrower further agrees that the
purchaser of any such participation interests may enforce its interests
irrespective of any personal claims or defenses that Borrower may have against
Lender .

Governing Law. This Agreement will be governed by, construed and enforced in
accordance with tederallaw and the laws of the State of Utah. This Agreement has
been accepted by Lender in the State of Utah.

Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of SALT LAKE County, State of Utah.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under
this Agreement unless such waiver is given in writing and signed by Lender. No
delay or omission on the part of Lender in exercising any right shall operate as
a waiver of such right or any other right. A waiver by Lender of a provision of
this Agreement shall not prejudice or constitute a waiver of Lender's right
otherwise to demand strict compliance with that provision or any other provision
of this Agreement. No prior waiver by Lender, nor any course of dealing between
Lender and Borrower, or between Lender and any Grantor, shall constitute a
waiver of any of Lender's rights or of any of Borrower's or any Grantor's
obligations as to any future transactions. Whenever the consent of Lender is
required under this Agreement, the granting of such consent by Lender in any
instance shall not constitute continuing consent to subsequent instances where
such consent is required and in all cases such consent may be granted or
withheld in the sole discretion of Lender .

Notices. Unless otherwise provided by applicable law, any notice required to be
given under this Agreement or required by law shall be given in writing, and
shall be effective when actually delivered in accordance with the law or with
this Agreement, when actually received by telefacsimile (unless otherwise
required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class,
certified or registered mail postage prepaid, directed to the addresses shown
near the beginning of this Agreement. Any party may change its address for
notices under this Agreement by giving formal written notice to the


<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9001                   (Continued)                             Page 8



other parties, specifying that the purpose of the notice is to change the
party's address. For notice purposes, Borrower agrees to keep lender informed at
all times of Borrower's current address. Unless otherwise provided by applicable
law, if there is more than one Borrower, any notice given by lender to any
Borrower is deemed to be notice given to all Borrowers.

Severability. If a court of competent jurisdiction finds any provision of this
Agreement to be illegal, invalid, or unenforceable as to any circumstance, that
finding shall not make the offending provision illegal, invalid, or
unenforceable as to any other circumstance. If feasible, the offending provision
shall be considered modified so that it becomes legal, valid and enforceable. If
the offending provision cannot be so modified, it shall be considered deleted
from this Agreement. Unless otherwise required by law, the illegality,
invalidity, or unenforceability of any provision of this Agreement shall not
affect the legality, validity or enforceability of any other provision of this
Agreement.

Subsidiaries and Affiliates of Borrower. To the extent the context of any
provisions of this Agreement makes it appropriate, including without limitation
any representation, warranty or covenant, the word "Borrower" as used in this
Agreement shall include all of Borrower's subsidiaries and affiliates.
Notwithstanding the foregoing however, under no circumstances shall this
Agreement be construed to require lender to make any loan or other financial
accommodation to any of Borrower's subsidiaries or affiliates.

Successors and Assigns. All covenants and agreements contained by or on behalf
of Borrower shall bind Borrower's successors and assigns and shall inure to the
benefit of lender and its successors and assigns. Borrower shall not, however,
have the right to assign Borrower's rights under this Agreement or any interest
therein, without the prior written consent of lender .

Survival of Representations and Warranties. Borrower understands and agrees that
in extending loan Advances, lender is relying on all representations,
warranties, and covenants made by Borrower in this Agreement or in any
certificate or other instrument delivered by Borrower to lender under this
Agreement or the Related Documents. Borrower further agrees that regardless of
any investigation made by lender, all such representations, warranties and
covenants will survive the extension of loan Advances and delivery to lender of
the Related Documents, shall be continuing in nature, shall be deemed made and
redated by Borrower at the time each loan Advance is made, and shall remain in
full force and effect until such time as Borrower's Indebtedness shall be paid
in full, or until this Agreement shall be terminated in the manner provided
above, whichever is the last to occur .

Time is of the Essence. Time is of the essence in the performance of this
Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

Account. The word" Account" means a trade account, account receivable, other
receivable, or other right to payment for goods sold or services rendered owing
to Borrower (or to a third party grantor acceptable to lender) .

Advance. The word" Advance" means a disbursement of loan funds made, or to be
made, to Borrower or on Borrower's behalf under the terms and conditions of this
Agreement.

Agreement. The word" Agreement" means this Business loan Agreement (Asset
Based), as this Business loan Agreement (Asset Based) may be amended or modified
from time to time, together with all exhibits and schedules attached to this
Business loan Agreement (Asset Based) from time to time.

Borrower. The word "Borrower" means EPENZIO, INC., and all other persons and
entities signing the Note in whatever capacity.

Borrowing Base. The words "Borrowing Base" mean ,as determined by lender from
time to time, the lesser of (1) $1,000,000.00 or (2) 75.000% of the aggregate
amount of Eligible Accounts..

Business Day. The words "Business Day" mean a day on which commercial banks are
open in the State of Utah.

Collateral. The word "Collateral" means all property and assets granted as
collateral security for a loan, whether real or personal property, whether
granted directly or indirectly, whether granted now or in the future, and
whether granted in the form of a security interest, mortgage, collateral
mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
conditional sale, trust receipt, lien, charge, lien or title retention contract,
lease or consignment intended as a security device, or any other security or
lien interest whatsoever, whether created by law, contract, or otherwise. The
word Collateral also includes without limitation all collateral described in the
Collateral section of this Agreement.

Eligible Accounts. The words "Eligible Accounts" mean at any time, all of
Borrower's Accounts which contain selling terms and conditions acceptable to
lender. The net amount of any Eligible Account against which Borrower may borrow
shall exclude all returns, discounts, credits, and offsets of any nature. Unless
otherwise agreed to by lender in writing, Eligible Accounts do not include:

     (1) Accounts with respect to which the Account Debtor is employee or agent
         of Borrower .

     (2) Accounts with respect to which the Account Debtor is a subsidiary of,
         or affiliated with Borrower or its shareholders, officers, or
         directors.

     (3) Accounts with respect to which goods are placed on consignment,
         guaranteed sale, or other terms by reason of which the payment by the
         Account Debtor may be conditional.

     (4) Accounts with respect to which the Account Debtor is not a resident of
         the United States, except to the extent such Accounts are supported by
         insurance, bonds or other assurances satisfactory to lender .

     (5) Accounts with respect to which Borrower is or may become liable to the
         Account Debtor for goods sold or services rendered by the Account
         Debtor to Borrower .

     (6) Accounts which are subject to dispute, counterclaim, or setoff.


     (7) Accounts with respect to which the goods have not been shipped or
         delivered, or the services have not been rendered, to the Account
         Debtor .

     (8) Accounts with respect to which lender, in its sole discretion, deems
         the creditworthiness or financial condition of the Account Debtor to be
         unsatisfactory.

     (9) Accounts of any Account Debtor who has filed or has had filed against
         it a petition in bankruptcy or an application for relief under any
         provision of any state or federal bankruptcy, insolvency, or
         debtor-in-relief acts; or who has had appointed a trustee, custodian,
         or receiver for the assets of such Account Debtor; or who has made an
         assignment for the benefit of creditors or has become insolvent c or
         fails oenerallv to pav its debts (includinq its payrolls) as such debts
         become due. _______________________

<PAGE>


                      BUSINESS LOAN AGREEMENT {ASSET BASED)
Loan No: 9001                   (Continued)                             Page 9



     (10) Accounts with respect to which the Account Debtor is the United States
          government or any department or agency of the United States.

     (11) Accounts which have not been paid in full within 60 days from due date
          or 90 days from the invoice date. The entire balance of any Account of
          any single Account Debtor will be ineligible whenever the portion of
          the Account which has not been paid within 60 days from due date or 90
          days from the invoice date is in excess of 20.000% of the total amount
          outstanding on the Account.

     (12) Accounts with respect to which the account debtor is not a resident of
          the following Canadian Provinces; British Columbia, Alberta,
          Saskatchewan, Manitoba, and Ontario, except to the extent such
          accounts are supported by insurance, bonds, or other assurances
          satisfactory to lender. Accounts which lender in its sole descretion
          reasonably deems ineligible

     (13) That portion of the Accounts of any single Account Debtor which
          exceeds 10.00% of all of Borrower's Accounts with such portion
          increasing to 100.00% for the Accounts of Monterey Financial, Fair
          Financial and MicroFinancial (leasecomm).

Environmental laws. The words "Environmental laws" mean any and all state,
federal and local statutes, regulations and ordinances relating to the
protection of human health or the environment, including without limitation the
Comprehensive Environmental Response, Compensation, and liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq. ("CERClA "), the Superfund
Amendments and Reauthorization Act of 1986, Pub. l. No.99-499 ("SARA "), the
Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or
other applicable state or federal laws, rules, or regulations adopted pursuant
thereto.

Event of Default. The words "Event of Default" mean any of the events of default
set forth in this Agreement in the default section of this Agreement.

Expiration Date. The words "Expiration Date" mean the date of termination of
lender's commitment to lend under this Agreement.

GAAP. The word "GAAP" means generally accepted accounting principles.

Grantor. The word "Grantor" means each and all of the persons or entities
granting a Security Interest in any Collateral for the loan, including without
limitation all Borrowers granting such a Security Interest.

Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation
party of any or all of the loan.

Guaranty. The word "Guaranty" means the guaranty from Guarantor to lender,
including without limitation a guaranty of all or part of the Note.

Hazardous Substances. The words "Hazardous Substances" mean materials that,
because of their quantity, concentration or physical, chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health
or the environment when improperly used, treated, stored, disposed of,
generated, manufactured, transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation
any and all hazardous or toxic substances, materials or waste as defined by or
listed under the Environmental laws. The term "Hazardous Substances" also
includes, without limitation, petroleum and petroleum by-products or any
fraction thereof and asbestos.

Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the
Note or Related Documents, including all principal and interest together with
all other indebtedness and costs and expenses for which Borrower is responsible
under this Agreement or under any of the Related Documents.

Lender. The word "lender" means ZIONS FIRST NATIONAl BANK, its successors and
assigns.

Loan. The word "loan" means any and all loans and financial accommodations from
lender to Borrower whether now or hereafter existing, and however evidenced,
including without limitation those loans and financial accommodations described
herein or described on any exhibit or schedule attached to this Agreement from
time to time.

Note. The word "Note" means the Note executed by Borrower in the principal
amount of $1,000,000.00 dated September 11, 2001 , together with all renewals
of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.

Permitted Liens. The words "Permitted liens" mean (1) liens and security
interests securing Indebtedness owed by Borrower to lender; (2) liens for taxes,
assessments, or similar charges either not yet due or being contested in good
faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other
like liens arising in the ordinary course of business and securing obligations
which are not yet delinquent; (4) purchase money liens or purchase money
security interests upon or in any property acquired or held by Borrower in the
ordinary course of business to secure indebtedness outstanding on the date of
this Agreement or permitted to be incurred under the paragraph of this Agreement
titled "Indebtedness and Liens"; (5) liens and security interests which, as of
the date of this Agreement, have been disclosed to and approved by the lender in
writing; and (6) those liens and security interests which in the aggregate
constitute an immaterial and insignificant monetary amount with respect to the
net value of Borrower's assets.

Primary Credit Facility. The words "Primary Credit Facility" mean the credit
facility described in the line of Credit section of this Agreement.

Related Documents. The words "Related Documents" mean all promissory notes,
credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the loan.

Security Agreement. The words" Security Agreement" mean and include without
limitation any agreements, promises, covenants, arrangements, understandings or
other agreements, whether created by law, contract, or otherwise, evidencing,
governing, representing, or creating a Security Interest.

Security Interest. The words "Security Interest" mean, without limitation, any
and all types of collateral security, present and future, whether in the form of
a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment,
pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or
title retention contract, lease or consignment intended as a security device, or
any other security or lien interest whatsoever whether created by law, contract,
or otherwise.

FINAl AGREEMENT. Borrower understands that this Agreement and the related loan
documents are the final expression of the agreement between lender and Borrower
and may not be contradicted by evidence of any alleged oral agreement.


<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9001                   (Continued)                             Page 10





BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) IS DATED SEPTEMBER 11, 2001.

    BORROWER:




    EPENZIO, INC.


    By:    /s/ Paul S. Anderson
          -----------------------------------------------
          Paul S. Anderson, President of EPENZIO, INC.


    By:   /s/ Brad V. Crawford
          -----------------------------------------------
          Brad V. Crawford, COO of EPENZIO, INC.


    LENDER:



    ZIONS FIRST NATIONAL BANK

    By:  /s/
          -----------------------------------------------
           Authorized Signer