Exhibit 10.43
                                 -------------



                             LEASE AGREEMENT BETWEEN



                             EsNET PROPERTIES L.C.,
                      A Utah limited liability Company, as

                                    Landlord


                                       and




                             CAPTUREQUEST, INC., as

                                     Tenant




                                DATED May 8. 2001


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                        Page
                                                                        ----

TABLE OF CONTENTS                                                       2

LEASE AGREEMENT                                                         6

ARTICLE 1: DEFINITIONS                                                  6

ARTICLE 2:  PREMISES                                                    6

ARTICLE 3:  TERM                                                        6

ARTICLE 4:  USE                                                         6

ARTICLE 5:  RENT                                                        7
        5.2  Additional Rent                                            7
        5.3  Parking Charge                                             8
        5.4  Payment of Rent                                            8
        5.5  Delinquent Payments and Handling Charge                    8
        5.6  Security Deposit                                           8

ARTICLE 6:  CONSTRUCTION OF IMPROVEMENTS                                9
        6.1  General                                                    9
        6.2  Access by Tenant Prior to Landlord's Work Completion Date  9
        6.3  Commencement Date; Adjustment to Commencement Date         9

ARTICLE 7:  SERVICE TO BE FURNISHED BY LANDLORD                         10
        7.1  General                                                    10
        7.2  After Hours Heating and Air Conditioning                   11
        7.3  Keys                                                       11
        7.4  Tenant Identity                                            12
        7.5  Charges                                                    12
        7.6  Operating Hours                                            12

ARTICLE 8:  REPAIR AND MAINTENANCE                                      12
        8.1  By Landlord                                                12
        8.2  By Tenant                                                  13

ARTICLE 9:  TAXES ON TENANT'S PROPERTY                                  13

ARTICLE 10:  TRANSFER BY TENANT                                         13
        10.1  General                                                   13
        10.2  Conditions                                                14
        10.3  Liens                                                     14
<PAGE>

ARTICLE 11:  ALTERATIONS                                                15

ARTICLE 12:  PROHIBITED USES                                            15

ARTICLE 13:  ACCESS BY LANDLORD                                         16

ARTICLE 14:  CONDEMNATION                                               16

ARTICLE 15:  CASUALTY                                                   17
        15.1  General                                                   17
        15.2  Acts of Tenant                                            17

ARTICLE 16:  SUBORDINATION AND ATTORNMENT                               18
        16.1  General                                                   18
        16.2  Attornment                                                18

ARTICLE 17:  INSURANCE                                                  19
        17.1  General                                                   19
        17.2  Waiver of Subrogation                                     20

ARTICLE 18:  TENANT'S INDEMNITY                                         20

ARTICLE 19:  THIRD PARTIES; ACTS OF FORCE MAJEURE                       21

ARTICLE 20:  SECURITY INTEREST                                          21

ARTICLE 21:  CONTROL OF COMMON AREAS                                    21

ARTICLE 22:  RIGHT TO RELOCATE                                          21

ARTICLE 23:  QUIET ENJOYMENT                                            22

ARTICLE 24:  DEFAULT BY TENANT                                          22
        24.1  Events of Default                                         22
        24.2  Remedies of Landlord                                      22
        24.3  Payment by Tenant                                         24
        24.4  Reletting                                                 24
        24.5  Landlord's Right to Pay or Perform                        24
        24.6  No Waiver; No Implied Surrender                           24

ARTICLE 25:  DEFAULT BY LANDLORD                                        25

ARTICLE 26:  RIGHT OF RE-ENTRY                                          25

<PAGE>

ARTICLE 27:  GENERAL PROVISIONS                                         26
        27.1  Independent Obligations; No Offset                        26
        27.2  Time of Essence                                           26
        27.3  Applicable Law                                            26
        27.4  Assignment by Landlord                                    26
        27.5  Estoppel Certificates; Financial Statements               26
        27.6  Signs, Building Name and Building Address                 27
        27.7  Notices                                                   27
        27.8  Entire Agreement, Amendment and Binding Effect            27
        27.9  Severability                                              27
        27.10  Number and Gender, Captions and References               28
        27.11  Attorney's Fees                                          28
        27.12  Brokers                                                  28
        27.13  Interest on Tenant's Obligations                         28
        27.14  Authority                                                29
        27.15  Recording                                                29
        27.16  Exhibits                                                 29
        27.17  Multiple Counterparts                                    29
        27.18  Miscellaneous                                            29

(SIGNATURES)                                                            30

EXHIBIT A:  GLOSSARY OF DEFINED TERMS                                   31
        1.  Addendum                                                    31
        2.  Affiliate                                                   31
        3.  Building                                                    31
        4.  Building Operating Hours                                    31
        5.  Building Rules and Regulations                              31
        6.  Building Standard                                           31
        7.  Commencement Date                                           31
        8.  Common Area                                                 31
        9.  Complex                                                     31
        10.  Fiscal Year                                                32
        11.  Force Majeure                                              32
        12.  Holidays                                                   32
        13.  HVAC                                                       32
        14.  Impositions                                                32
        15.  Land                                                       32
        16.  Landlord's Mortgagee                                       32
        17.  Landlord's Work                                            33
        18.  Landlord's Work Completion Date                            33
        19.  Legal Requirements                                         33
        20.  Net Rentable Area                                          33
        21.  Net Usable Area                                            33
        22.  Operating Expenses                                         33

<PAGE>

        23.  Parking Facility                                           35
        24.  Permitted Use                                              35
        25.  Premises                                                   35
        26.  Rent                                                       35
        27.  Security Deposit                                           35
        28.  Taking or Taken                                            35
        29.  Tenant's Share                                             35
        30.  Transfer                                                   35
        31.  Work Letter                                                36

EXHIBIT B:  PREMISES                                                    37

EXHIBIT C:  RULES AND REGULATIONS                                       38

EXHIBIT D:  DESCRIPTION OF LAND                                         42

EXHIBIT E:  WORK LETTER AGREEMENT                                       43

(SIGNATURES)                                                            46

SCHEDULE E-1                                                            47

        I.    Floors                                                    47
        II.   Base                                                      47
        III.  Partitions                                                47
        IV.   Ceilings                                                  48
        V.    Doors, Frames Interior Windows                            48
        VI.   Painting                                                  48
        VII.  Graphics                                                  49
        VIII. Hardware                                                  49
        IX.   HVAC Outline Specifications                               49
        X.    Electrical Outline Specifications                         50
        XI.   Fire Sprinkling                                           50
        XII.  Construction Allowance                                    51

EXHIBIT F:  RENEWAL OPTION                                              52

<PAGE>

                                LEASE AGREEMENT


         This LEASE  AGREEMENT  (this  "Lease")  is entered as of the 8th day of
May,  2001,  by,  between  and among  EsNet  PROPERTIES,  L.C.,  a Utah  limited
liability company, as Landlord, and CAPTUREQUEST,  INC., a Utah corporation,  as
Tenant.

                             ARTICLE 1: DEFINITIONS

         The definitions of certain of the capitalized  terms used in this Lease
are set forth in the Glossary of Defined Terms attached as Exhibit A and by this
reference made a part hereof.

                               ARTICLE 2: PREMISES

         Subject to the  provisions  of this Lease,  Landlord  hereby  leases to
Tenant,  and Tenant hereby leases from  Landlord,  approximately  Three Thousand
Five  Hundred  Seventy-Eight  (3,578)  square feet of Net  Rentable  Area in the
Building, which space is outlined on the floor plan attached hereto as Exhibit B
and by this reference made a part hereof (the  "Premises").  In connection  with
such demise,  Landlord  hereby grants to Tenant the  non-exclusive  right to use
during the Term all Common  Areas  designated  for the use of all tenants in the
Building, in common with all tenants in the Building and their invitees, for the
purposes  for which the Common Areas are  designed  and in  accordance  with the
requirements  of this  Lease  and  all  Legal  Requirements.  By  occupying  the
Premises,  Tenant Accepts the Premises as being  suitable for Tenant's  intended
use of the Premises.

                                ARTICLE 3: TERM

         The Term of this Lease shall commence on the  Commencement  Date (which
is scheduled to be September 1, 2001) and shall

expire at 5:00 p.m., on the date
which is  Thirty-Six  (36) months  after the  Commencement  Date unless  earlier
terminated as provided herein (the "Term").

                                 ARTICLE 4: USE

         Tenant  shall occupy and use the  Premises  solely for lawfu1,  general
business  office  purposes  in strict  compliance  with the  Building  Rules and
Regulations from time to time in effect and all other Legal Requirements. Tenant
shall not use or occupy the  Premises  for any other use or purpose  without the
prior written consent of Landlord,  which consent can be withheld by Landlord in
Landlord's sole discretion. Tenant's occupancy of the Premises shall comply with
all local codes and ordinances.



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                                ARTICLE 5: RENT

         5.1 Base Rent

         In consideration of LandLord's  leasing the Premises to Tenant,  Tenant
shall pay to Landlord, as "Base Rent" for the Premises, the following amounts:

                                MONTHLY                 ANNUAL
        TERM                    AMOUNT                  AMOUNT
        ----                    -------                 ------

        Year 1                  $4,472.50               $53,670.00
        Year 2                  $4,606.68               $55,280.16
        Year 3                  $4,744.88               $56,938.56

         5.2 Additional Rent. For purposes of this Lease,  Tenant's  "Additional
Rent" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net
Rentable Area of the Premises multiplied by (b) the Opening Expenses, divided by
the Net  Rentable  Area of the  Building,  all as  applicable  for the period in
question.  By the Commencement Date, Landlord shall estimate the Additional Rent
to be due by Tenant for the balance of the Fiscal Year in which the Commencement
Date occurs.  Thereafter,  unless Landlord  delivers to Tenant a revision of the
estimated  Additional  Rent,  Tenant  shall  pay to  Landlord,  coincident  with
Tenant's payment of Base Rent, an amount equal to the estimated  Additional Rent
for the remainder of such year divided by the number of months remaining in such
year.  From time to time  during any Fiscal  Year,  Landlord  may  estimate  and
re-estimate  the  Additional  Rent to be due by Tenant for that  Fiscal Year and
deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly
installments of Addition Rent payable by Tenant will be  appropriately  adjusted
in accordance with the estimation so that, by the end of the Fiscal Year, Tenant
shall have paid all of the Additional  Rent as estimated by Landlord.  After the
conclusion  of each Fiscal Year during the Term,  and after the  termination  or
expiration  of the Term,  Landlord  shall deliver to Tenet a statement of actual
Additional  Rent  due by  Tenant  for the  Fiscal  year  (or,  with  respect  to
termination  or expiration,  the portion of the Fiscal Year) just ended:  Within
thirty (30) days  thereafter,  Tenant  shall pay to  Landlord or Landlord  shall
credit  against  the next  installment  of  Additional  Rent due by  Tenant  (or
Landlord shall refund to Tenant, if the Term has expired and all payments due by
Tenant to  Landlord  have been paid in full) the  difference  between the actual
Additional  Rent due for such  year and the  estimated  Additional  Rent paid by
Tenant during such year.

         5.3 Parking  Charge.  Tenant  shall at all times  during the Term lease
from  Landlord  two  (2)  assigned  automobile  parking  spaces  in the  Parking
Facility, at a cost of Forty Dollars ($40.00) per month per space.

         5.4 Payment of Rent.  Except as  otherwise  expressly  provided in this
Lease, all Rent shall be due in advance monthly installments on the first day of
each  calendar  month  during the Term.  Rent shall be paid to  Landlord  at its


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address  recited  in  Section  27.7,  or to such  other  person or at such other
address as Landlord may from time to time  designate  in writing.  Rent shall be
paid without notice, demand,  abatement,  deduction or offset in legal tender of
the United  States of America.  If the Term  commences or ends on other than the
first or the last day of a calendar month,  the Rent for the partial month shall
be  prorated  on the basis of the number of days during such month for which the
Term was in effect. If fee Term commences or ends on other than the first or the
last day of a fiscal Year, the Additional Rent for the partial Fiscal Year shall
be  prorated on the basis of the number of days during the fiscal Year for which
the Term was in effect.

         Notwithstanding  anything to the  contrary in this lease,  in the event
that  Tenant  fails to pay any  payment  of Base Rent when  due,  Tenant  shall,
immediately  upon demand from  Landlord,  issue and deliver to Landlord stocking
Tenant in lieu of Base Rent, with Tenant agreeing to deliver three (3) shares of
stock in Tenant for each dollar  ($1.2O) of Base Rent then due. The  immediately
preceding  sentence  shall not apply to  Additional  Rent,  which  shall only be
payable in cash.

         5.5 Delinquent Payments and Handling Charge. All Rent and over payments
required of Tenant  hereunder  shall bear  interest  from the date due until the
date paid at the rate of interest  specified  in Section  27.13.  In addition to
interest,  if any such Rent or other  payment is not received  when due,  Tenant
shall pay to Landlord a late charge  equal to five (5%) percent of the amount of
such rent or other payment to reimburse  Landlord for its cost and inconvenience
incurred as a consequence of Tenant's delinquency.  In no event, however,  shall
the charges  permitted  under this Section 5.5 or elsewhere in this Lease to the
extent the same are considered to be interest under  applicable  law, exceed the
maximum rate of interest allowable under applicable law.

         5.6 Security Deposit.  On the date of this Lease,  Tenant shall deposit
with Landlord the Security  Deposit as security for the faithful  performance by
Tenant  under  this  Lease.  The  Security  Deposit  shall be  returned (without
interest) to Tenant (or, at Landlord's option, to the last permitted assignee of
Tenant's  interest under this Lease) after the expiration of the Term, or sooner
termination of this Lease and delivery of possession of the Premises to Landlord
in accordance  with Article 26 if, at such time,  Tenant is not in default under
this Lease.  If Landlord's  interest in this Lease is conveyed,  transferred  or
assigned  Landlord shall  transfer or credit the Security  Deposit to Landlord's
successor in interest, and Landlord shall be released from any liability for the
return of the Security  Deposit.  Landlord may intermingle the Security  Deposit
with  Landlord's  own  funds,  and shall  not be  deemed to be a trustee  of the
Security Deposit.  If Tenant fails to timely pay or perform any obligation under
this  Lease,  Landlord  may,  prior  to,  concurrently  with  or  subsequent  to
exercising  any other right or remedy,  use,  apply or retain all or any part of
the Security  Deposit for the payment of any monetary  obligation due under this
Lease,  or to compensate  Landlord for any other  expense,  loss or damage which
Landlord  may incur by reason  of  Tenant's  failure,  including  any  damage or
deficiency  in the  reletting  of the  Premises,  If all or any  portion  of the
Security  Deposit is so used,  applied or  retained,  Tenant  shall  immediately
deposit  with  Landlord  cash in an amount  sufficient  to restore the  Security
Deposit to the original amount. Landlord may withhold the Security Deposit after
the expiration of the Term or sooner  termination of this Lease until Tenant has




                                       8
<PAGE>


paid the full  Tenant's  Operating  Expenses  for the Fiscal  Year in which such
expiration or sooner termination occurs and all other amounts payable under this
Lease. The Security  Deposit is not a limitation on Landlord's  damages or other
rights under this Lease,  a payment of liquidated  damages or prepaid Rent,  end
shall not be  applied  by Tenant to the Rent for the last (or any)  month of the
Term,  or to any other amount due under this Lease.  If this Lease is terminated
due to any default of Tenant,  any portion of the Security Deposit  remaining at
the time of such termination  shall immediately inure to the benefit of Landlord
as partial  compensation  for the costs and  expenses  incurred  by  Landlord in
connection with this Lease.

                     ARTICLE 6: CONSTRUCTION OF IMPROVEMENTS

         6.1  General.  Subject  to  events  of Force  Majeure,  Landlord  shall
install,  furnish,  perform and apply,  at its expense,  the Landlord's  Work as
specified  in  the  Work  Letter.  Performance  of  the  Landlord's  Work  shall
constitute Landlord's sole construction obligation to Tenant under this Lease.


         6.2 Access by Tenant Prior to Landlord's Work Completion Date. Provided
that Tenant  obtains and  delivers to Landlord the  certificates  of policies of
insurance  called for in Section 17.1,  Landlord,  in its sole  discretion,  may
permit Tenant and its employees,  agents, contractors and suppliers to enter the
Premises  before the Landlord's Work Completion Date (and such entry alone shall
not  constitute  Tenants  taking  possession  of the Premises for the purpose of
Section  6.3), to prepare the Premises for Tenant's  occupancy.  Tenant and each
other person or firm who or which enters the Premises before the Landlord's Work
Completion  Date shall conduct  itself so as to not  interfere  with Landlord or
other  occupants of the Building.  Landlord may withdraw any permission  granted
under this  Section  6.2 upon  twenty-four  (24) hours'  notice to  Tentant  if
Landlord, in its sole discretion, determines that any such interference has been
or may be  caused.  Any prior  entry  shall be under all the terms of this Lease
(other than the obligation to pay Base Rent and Additional Rent) and at Tenant's
sole risk. Landlord shall not be liable in any way for personal injury, death or
property  damage  (including  damage to any personal  property  which Tenant may
bring into,  or any work which  Tenant may perform in, the  Premises)  which may
occur in or about the Complex by Tenant or such other person or firm as a resu1t
of any prior entry.


         6.3 Commencement  Date;  Adjustments to Commencement Date. For purposes
of this Lease, the  "Commencement  Date" shall moan the earliest of (a) the date
on which  Landlord  substantially  completes  the  Landlord's  Work and  tenders
possession of the Premises to Tenant,  (b) the date on which Landlord would have
substantially  completed  the  Landlord's  Work and tendered  possession  of the
Premises  to  Tenant  but  for (i)  the  delay  or  failure  of Tent to  furnish
information or other matters required in the Work Letter,  (ii) Tenant's request
for changes in the plans or non-Building Standard items, or (3) any other action
or inaction of Tenant,  or any person or firm  employed or retained by Tent,  or
(c) the  date on  which  Tenant  takes  possession  of the  Premises.  If by the
scheduled  Commencement Date specified in Article 3, the Landlord's Work has not
been substantially completed, and such failure to substantially complete renders




                                        9
<PAGE>

the  Premises  unsuitable  for the  commencement  of  Tenant's  business  on the
Premises as reasonably  determined by Landlord, then the Commencement  Date (and
the commencement of payment of Base Rent and Additional Rent) shal1 be postponed
until the Landlord's Work is substantially completed as reasonably determined by
Landlord or until possession of the Premises is tendered to Tenant,  as the case
may be. Such postponement shall extend the scheduled  expiration of the Term for
a number of days equa1 to the  postponement.  The postponement of the payment of
Base Rent and Additional Rent under this Section 6.3 shall be Tenant's exclusive
remedy for  Landlord's  delay in  completing  the  Landlord's  Work or tendering
possession of the Premises to Tenant.

                 ARTICLE 7: SERVICE TO BE FURNISHED BY LANDLORD

         7.1 General.  Subject to applicable Legal Requirements,  the provisions
of this Lease, and Tenant's performance of its obligations  hereunder,  landlord
shall use all reasonable efforts to furnish the following services:

              (a) Air  conditioning  and heating to the Premises during Building
         Operating  Hours,  at  such  temperatures  and in such  amounts  as are
         considered by Landlord to be suitable and standard (thus  excluding air
         conditioning  or  heating,  for  electronic  data  processing  or other
         specialized equipment). Air conditioning and heating of any areas which
         require  special  treatment  because of excessive  heat from  machines;
         lights, or other sources,  shall, upon Landlord's  written consent,  be
         installed  and  paid  for  by  Tenant  and  the  additional  electrical
         consumption paid for by the Tenant at the then current utility rate.

              (b) Hot and cold  water at those  points of  supply  common to all
         floors for lavatory and drinking purposes only.

              (c)  Janitorial  services  shall be provided  by Landlord  for all
         common areas in the Building in the manner  consistent with other first
         class buildings.

              (d)  Elevator   service  during  Building   Operating   Hours,  if
         necessary, to provide access to and egress from the Premises.

              (e) Electricity (for normal business usage) for wall plugs and for
         lighting  during  Building  Operating  Hours,  Tenants  use of electric
         energy in the Premises shall not at any time exceed the capacity of any
         of the electrical  conductors and equipment in or otherwise serving the
         Premises.  To insure that such  capacity is not  exceeded  and to avert
         possible  adverse effect upon the Buildings  electric  service,  Tenant
         shall not,  Without  Landlord's prior written consent in each instance,
         connect any additiom1  fixtures,  equipment,  or appliances (other than
         lamps,  typewriters  and  similar  small  office  machines  or personal
         computers  which singly consume not more than 0.5 kilowatts per hour at
         rated  capacity  and use a voltage  of 120 volts  single  phase) to the
         Bui1ding's  electric  distribution  system  or make any  alteration  or
         addition  to the  electric  system  of the  Premises  existing  on the

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<PAGE>

         Commencement Date. Should Landlord grant such consent,  and should such
         additional  capacity  exceed 4.5 watts per square foot of Net  Rentable
         Area of the Premises, all additional risers or other equipment required
         therefore,  shall be provided by Landlord and the cost thereof shall be
         paid by Tenet upon Landlord's  demand.  As a condition to granting such
         consent  Landlord  may  require  Tentant to agree to an increase in the
         Base Rent by an amount  which will  reflect  the value to Tenant of the
         additional  service to be finished by Landlord;  that is, the potential
         additional  electrical energy to be made available to Tenant based upon
         the estimated  additional  capacity of such additional  risers or other
         equipment.

              (f)  Replacement of fluorescent  lamps in Building  Standard light
         fixtures installed by Landlord and of incandescent bulbs or fluorescent
         lamps all public  restrooms,  stairwells  and other  Common Areas n the
         building.

         If any of the services  described  above or elsewhere in this Lease are
interrupted,  Landlord  shall use reasonable  diligence to promptly  restore the
same. However,  neither the interruption nor cessation of such services, nor the
failure of Landlord to restore same, shall render Landlord liable for damages to
person or  property,  or be  construed  as an  eviction  of  Tenant,  or work an
abatement of Rent or relieve Tenant from fulfilling any of its other obligations
hereunder.  If not previously  installed,  Landlord may cause an electric and/or
water meter(s) to be installed in the Premises in order to measure the amount of
electricity and/or water consumed for any such use.

         7.2 After Hours Heating Air Conditioning.  Heating and air conditioning
shall be provided to the  Premises  during times other than  Building  Operating
hours by Tenant activating the after-hours switch in Premises provided, however,
that Tenant  shall  pay Landlord an hourly fee  determined  by  and from time to
time adjusted by Landlord for providing such additional services.

         7.3 Keys. Landlord shall furnish Tenant at Landlord's expense, with two
keys, and at Tenants expense with such additional keys as Tenant may request, to
unlock each corridor door  entering the Premises.  Tenant shall not install,  or
permit to be installed,  any additional lock on any door into or in the Premises
or make or permit to be made, any  duplicates of key, to the Premises.  Landlord
shall be entitled at all times to  possession  of a duplicate of all keys to all
doors to or inside of the  Premises.  All keys  referred to in this  Section 7.3
shall remain the property of the Landlord. Upon the expiration or termination of
the Term,  Tenant shall surrender all such keys to Landlord and shall deliver to
Landlord the combination to all locks on all safes,  cabinets,  and vaults which
will remain in the Premises.  Landlord shall be entitled to install, operate and
maintain  security  systems  in or about  the  Premises  and the  Complex  which
monitor,  by closed  circuit  television  or otherwise,  all persons  leaving or
entering the Complex, the Building and the Premises.

         7.4 Tenant  Identity.  Landlord shall provide and install,  in Building
Standard  graphics,  letters or  numerals  identifying  Tenant's  name and suite
number on entrance  doors to the  Premises.  Without  Landlord's  prior  written
consent,  no  other  signs,  numerals,  letters,  graphics,  symbols,  or  marks
identifying  Tenant shall be placed on the exterior,  or in the interior if they

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are visable from the exterior,  of the Premises.  Landlord shall install one (1)
directory  strip,  listing the name and suite  number of Tenant on the  Building
directory board to be placed in the main lobby of the Building. Tenant shall not
place or  suffer  to be  placed  on any  exterior  door,  wall or  window of the
Premises,  on any part of the inside of the  Premises  which is visible from the
outside of the  Premises,  or  elsewhere on the  Complex,  any sign  decoration,
lettering,  attachment,  advertising  matter or other thing of any kind, without
first obtaining Landlord's written approval. Landlord may, at Tenant's cost, and
without  notice or liability  to Tenants  enter the Premises and remove any item
erected  in  violation  of  this  Section.  Landlord  may  establish  rules  and
regulations  governing  the size,  type and design of all such items and Tenant
shall abide by such rules and  regulations.  All approved signs or letterings on
doors  shall be  printed,  painted  and  affixed at the sole cost of Tenant by a
person approved by Landlord,  and shall comply with all Legal  Requirements.  At
Tenant's sole cost Tenant shall maintain all permitted  signs and shall,  on the
expiration,  of the Term or sooner  termination  of this  Lease  remove all such
permitted signs and repair any damage caused by such removal.

         7.5  Charges.  Tenant  shall pay to  Landlord  monthly  as  billed,  as
Additional  Rent such  charges as may be  separately  metered or as Landlord may
compute for (a) any utility  services  utilized  by Tenant for  computers,  data
processing  equipment or other electrical  equipment in excess of that agreed to
be furnished by Landlord pursuant to Section 7.1(e),  (b) lighting  installed in
the  Premises in excess of Building  Standard  lighting,  (c) air  conditioning,
heating  and  other  services  in excess of that  stated  in  Section  7.1(a) or
provided at times  other than  Building  Operating  Hours,  and (d)  janitorial
services  required  with  respect  to  non-Building  Standard  Items  within the
Premises.  Landlord may elect to estimate the charges to be paid by Tenant under
this  Section 7.5 and bill such charges to Tenant  monthly in advance,  in which
event Tenant shall promptly pay the estimated  charges.  When the actual charges
are  determined  by Landlord,  and  appropriate  cash  adjustment  shall be made
between  Landlord and Tenant to account for any  underpayment  or overpayment by
Tenant.

         7.6 Operating Hours. Subject to Building Rules and Regulations and such
security  standards as Land1ord may from time to time adopt,  the Building shall
be open to the public during the Building Operating Hours and the Premises shall
be open to Tenant during hours other than Building Operating Hours.

                        ARTICLE 8~ REPAIR AND MAINTENANCE

         8.1 By Landlord.  Landlord shall  maintain the Building,  excepting the
premises  and  portions of the Building  leased by persons not  affiliated  with
Landlord,  in a good and  operable  condition,  and shall make such  repairs and
replacements as may be required to maintain the Building in such condition. This
Section  8.1  shall not apply to  damage  resulting  from a Taking  (as to which
Article  14 shall  apply),  or damage  resulting  from a  casualty  (as to which
Section  15.1  shall  apply),  or  to  damage  for  which  Tenant  is  otherwise
responsible under this Lease.


                                       12
<PAGE>


         8.2 By Tenant.  Tenant,  at  Tenant's  sole cost,  shall  maintain  the
Premises  and every part of the Premises  (including,  without  limitation,  all
floors, walls and ceilings and their coverings,  doors, and locks,  furnishings,
trade fixtures,  signage,  leasehold improvements,  equipment and other personal
property  from  time to time  situated  in or on the  Premises)  in good  order,
condition and repair,  and in a clean, safe,  operable,  attractive and sanitary
condition.  Tenant will not commit or allow to remain any waste or damage to any
portion of the  Premises.  Tenant shall repair or replace,  subject to Landlords
direction and supervision, any damage to the Complex caused by Tenant or Tenants
agents,  contractors  or  invitees.  If  Tenant  fails to make such  repairs  or
replacements,  Landlord may make the same at Tenant's  Cost.  Such cost shall be
payable to Landlord by Tenant on demand as  Additional  Rent.  All  contractors,
workmen,  artisans and other persons which or whom Tenant  proposes to retain to
perform work in the Premises (or the Complex,  pursuant to the third sentence of
this  Section)  pursuant to this  Section 8.2 or Article 11 shall be approved by
Landlord prior to the commencement of any such work.

                      ARTICLE 9: TAXES ON TENANTS PROPERTY

         Tenant shall be liable for and shall pay, before they become deliquent,
all taxes and assessments  levied against any personal property placed by Tenant
in the  Premises  (even if same  becomes a fixture  by  operation  of law or the
property of Landlord by  operation  of this  Lease),  including  any  additional
Impositions which may be assessed,  levied, charged or imposed against Landlord
or the Building by reason of non-Building Standard items in the Premises. Tenant
may withhold  payments of any taxes and assessments  described in this Article 9
so long as Tenant  contests its obligation to pay in accordance  with applicable
law and  non-payment  thereof  does not pose a threat of loss or  seizure of the
Building or any interest of Landlord therein.

                         ARTICLE 10: TRANSFER BY TENANT

         10.1  General.  Without the prior written  consent of Landlord,  Tenant
shall not effect or suffer any  Transfer.  Any attempted  Transfer  without such
consent shall be void. If Tenant desires to effect a Transfer,  it shall deliver
to  Landlord  written  notice  thereof in  advance  of the date on which  Tenant
proposes  to make the  Transfer,  together  with all the  terms of the  proposed
Transfer  and the  identity  of the proposed  Transferee.  Landlord  shall have
thirty (30) days following receipt of the notice and information within which to
notify Tenant in writing wether  Landlord elects (a) to refuse to consent to the
Transfer and to terminate  this Lease as to the space  proposed to be subject to
Transfer as of thee date so specified  by Tenant,  in which event Tenant will be
relieved of all further obligations hereunder as to such space, (b) to refuse to
consent  to the  Transfer  and to  continue  this  Lease in full force as to the
entire  Premises,  or (c) to permit Tenant to effect the proposed  Transfer.  If
Landlord  fails to notify  Tenant of its  election  within  said thirty (30) day
period, Landlord shall be deemed to have elected the option specified in Section
1O.1 (b). The consent by Landlord to a particular Transfer shall not be deemed a
consent to any other  Transfer.  If a Transfer  occurs without the prior written
consent of Landlord as provided herein,  Landlord may nevertheless  collect rent
from the  Transferee  and apply  the net amount  collected  to the Rent  payable

                                       13
<PAGE>

hereunder,  but such collection and application shall not constitute a waiver of
the provision hereof or a release of Tenant from the further  performance of its
obligations  hereunder.  No consent by Landlord to any  Transfer  shall  relieve
Tenant of any  obligation  to be performed  by Tenant under this Leases  whether
such obligation arises prior to or after such consent.


         10.2 Conditions.  The following conditions shall automatically apply to
each  Transfer,  without the  necessity  of same being  stated or referred to in
Landlord's written consent;

              (a)  Tenant  shall  execute,  have  acknowledged  and  deliver  to
         Landlord,  and cause the Transferee to execute,  have  acknowledged and
         deliver to Landlord,  an instrument in form and substance acceptable to
         Landlord  in which (1) the  transferee  adopts this Lease and agrees to
         perform,  jointly and severally  with Tenant all of the  obligations of
         Tenant hereunder, as to the space transferred to it, (2) the Transferee
         grants  Landlord an express first and prior  security  interest all its
         personal  property  brought  into the  transferred  space to secure its
         obligations  to  Landlord   hereunder,   (3)  Tenant   subordinates  to
         Landlord's  statutory  lien and security  interest any liens,  security
         interests  or other  rights  which Tenant may claim with respect to any
         such property of the Transferee,  (4) Tenant agrees with Landlord that,
         if any rent or other consideration  payable by the Transferee to Tenant
         exceeds  the Rent for the  transferred  space,  then  Tenant  shall pay
         Landlord as  Additional  Rent  hereunder all such excess rent and other
         consideration immediately upon Tenant's receipt thereof, (5) Tenant and
         the Transferee agree to provide to Landlord,  at their expense,  direct
         access from a public corridor in the Building to the transferred space,
         (6) The  Transferee  agrees to use and  occupy  the  transferred  space
         solely for the purpose  specified in Article 4 and  otherwise in strict
         accordance  with  this  Lease,  and  (7)  Tenant   acknowledges   that,
         notwithstanding  the  Transfer,  Tenant  remains directly and primarily
         liable for the performance of all the  obligations of Tenant  hereunder
         (including,  without  limitation,  the obligation to pay all Rent), and
         Landlord shall be permitted to enforce this Lease against Tenant or the
         Transferee, or both, without prior demand upon or proceeding in any way
         against any other persons; and

              (b)  Tenant  shall  deliver  to  Landlord  a  counterpart  of  all
         instruments  relative to the  Transfer  executed by all parties to such
         transaction (except Landlord).

              (c) If Tenant requests Landlord to consent to a proposed Transfer,
         Tenant  shall  pay to  Landlord,  whether  or  not  consent  is  given,
         Landlord's  reasonable attorney's fees incurred in connection with such
         request.

         10.3  Liens.  Without  in  any  way  limiting  the  generality  of  the
foregoing,  Tenant  shall not grant,  place or suffer,  or permit to be granted,
placed or  suffered,  against  the  Complex or any  portion  thereof,  any lien,
security  interest,   pledge,   conditional  sale  contract,  claim,  charge  or
encumbrance (whether constitutional,  statutory,  contractual or otherwise) and,
if any of the aforesaid  does arise or is asserted,  Tenant will,  promptly upon
demand by Landlord and at Tenant's expense, cause the same to be released.


                                       14
<PAGE>

                             ARTICLE 11: ALTERATIONS

         Tenant  shall not make (or permit to be made) any  change,  addition or
improvement to the Premises  (including,  without limitation,  the attachment of
any fixture or equipment) unless such change, addition or improvement (a) equals
or  exceeds  the  Building  Standard  and  utilizes  only  new  and  first-grade
materials,  (b) is in conformity with all legal requirements,  and is made after
obtaining  any  required  permit and  licenses,  (c) is made void prior  written
consent of Landlord, (d) is made pursuant to plans and specification approved in
writing in advance by Landlord and prepared by an architect  approved in writing
in advance by Landlord,  (e) is made after Tenant has provided to Landlord  such
indemnification,  insurance,  and/or bonds  requested  by  Landlord,  including,
without limitation, a performance and completion bond in such form and amount as
may be  satisfactory  to Landlord to protect  against  claims and lien for labor
performed and materials  furnished,  and to insure the completion of any change,
addition or  improvement,  (f) is carried out by persons  approved in writing by
Landlord who, if required by Landlord,  deliver to Landlord before  commencement
of their work proof of such  insurance  coverage as Landlord may  require,  with
Landlord named as an additional  insured,  and (g) is done only at such time and
in such  manner  as  Landlord  may  reasonably  specify.  All such  alterations,
improvements and additions  (including all articles  attached to the floor, wall
or ceiling of the  Premises)  shall become the property of Landlord and shall at
Landlords election,  be (1) surrendered with the Premises as part thereof at the
termination  or expiration of the Term,  without any payment,  reimbursement  or
compensation  therefor,  or (2) removed by Tenant,  at Tenant's expense with all
damage  caused by such removal  repaired by Tenant.  Tenant may remove  Tenant's
trade  fixtures,  office  supplies,  movable office  furniture and equipment not
attached to the Building,  provided such removal is made prior to the expiration
of the term,  no  uncured  Event of Default  has  occurred  and Tenant  promptly
repairs all damage caused by such removal,  Tenant shall  indemnify,  defend and
hold  harmless  Landlord  from and against all liens,  claim,  damages,  losses,
liabilities and expenses,  including attorneys' fees, which may arise out of, or
be connected in way with, any such change,  addition or improvement.  Within ten
(10) days  following the  imposition of any lien resulting from any such change,
addition or  improvement,  Tenant shall cause such lien to be released of record
by payment of money or posting of a proper bond.


                            ARTICLE 12: PROHIBITED USES

         Tenant will not (a) use,  occupy or permit the use or  occupancy of the
Premises  for any  purpose  or in any  manner  which is or may be,  directly  or
indirectly,  violative  of any  Legal  Requirement,  or  dangerous  to  life  or
property,  or a public or private nuisance,  or disruptive of obstructive of any
other tenant or of the Building, (b) keep or permit to be kept any substance in,
or conduct or permit to be conducted  any  operation  from,  the Premises  which
might emit offensive odors or conditions into other portions of the building, or
make undue noise or create undue vibrations,  (c) commit or permit to remain any
waste to  Premises,  (d)  install  or permit to remain any  improvements  to the
Premises  (other  than  window  coverings  which  have first  been  approved  by

                                       15
<PAGE>

Landlord)  which are  visible  from the outside of the  Premises,  or exceed the
structural  loads of floors or walls of the  Building,  or adversely  affect the
mechanical,  plumbing  or  electrical  systems  of the  Building,  or affect the
structure  integrity of the Building in any way, (e) install any food soft drink
or other  vending  machine in the  Premises,  or (f)  commitment or permit to be
committed any action or circumstance in or about the Building which, directly or
indirectly,  would or might  justify  any  insurance  carrier  in  canceling  or
increasing  the  premium  on the  fire  and  extend  coverage  Insurance  policy
maintained by Landlord on the Building or contents,  and if any increase results
from any act of Tenant then Tenant shall pay such increase  promptly upon demand
therefor by Landlord.

                         ARTICLE 13: ACCESS BY LANDLORD

         Landlord,  its employees,  contractors,  agents,  and  representatives,
shall have the right (and  Landlord,  for  itself  and such  persons  and firms,
hereby  reserves  the right) to enter the  Premises at all hours (a) to inspect,
clean,  maintain,  repair, replace or alter the Premises or the Building, (b) to
show the Premises to  prospective  purchasers  (or,  during the last twelve (12)
months of the Term, to prospective tenant(s), (c) to determine whether Tenant is
performing  its  obligations  hereunder  and, if it is not,  to perform  same at
Landlord's  option  and  Tenant's  expense or (d) for any other  purpose  deemed
reasonable by Landlord.  In an emergency,  Landlord (and such persons and firms)
may use any means to open any door into or in the Premises without any liability
therefor. Entry into the Premises by Landlord or any other person, or firm named
in the first sentence of this Article 13 for any purpose  permitted herein shall
not constitute a trespass or an eviction (constructive or otherwise), or entitle
Tenant to any  abatement  or reduction of Rent,  or  constitute  grounds for any
claim (and  Tenant  hereby  waives any claim) for  damages  for any injury to or
interference with Tenants  business,  for loss of occupancy or quiet employment,
or for consequential damages.

                            ARTICLE 14: CONDEMNATION

         If all of the Complex is Taken,  or if so much of the Complex is Taken,
that  in the  landlord's  opinion,  the  remainder  cannot  be  restored  to and
economically  viable,  quality  office  building,  or if the  awards  payable to
Landlord  as a result of any  Taking  mean  landlord's  opinion,  inadequate  to
restore the  remainder  to an  economically  viable,  quality  office  building,
Landlord  may, at its election  exercisab1e  by the giving of written  notice to
Tenant within sixty (60) days after the date of the Taking, terminate this Lease
as of the date of Taking or the date  Tenant is Deprived  of  possession  of the
Premises  (whichever is later). If this Lease is not terminated as a result of a
Taking,  Landlord  shall  restore the Premises  remaining  after the Taking to a
Building Standard condition.  During the period of restoration,  Base Rent shall
be abated to the extent the Premises are rendered  untenantable  and,  after the
period of  restoration,  Base Rent and  Tenant's  Share  shall be reduced in the
proportion   that  the  area  of  the  Premises  Taken  or  otherwise   rendered
untenantable  bears to the area of The Premises just prior to the Taking. If any
portion of Base Rent is abated  under this  Article  14,  Landlord  may elect to
extend  the  expiration  date of the Term for the period of the  abatement.  All
awards,  proceeds,  compensation  or other  payments from or with respect to any
Taking of the Complex or any portion,  thereof  shall  belong to  Landlord,  and
Tenant hereby assigns to Landlord all of its right, title, interest and Claim to
same.  Whether or not this Lease is terminated as a consequence of a Taking, all
damages or  compensation  awarded for a partial or total  Taking,  including any
award for severance damage and any sums


                                       16
<PAGE>


         compensating  for  diminution  in the  value of or  deprivation  of the
leasehold estate under this Lease,  shall be the sole and exclusive  property of
Landlord.  Tenant  may  assert  a claim  for and  recover  from  the  condemning
authority,  but not from  Landlord,  such  compensation  as may be  awarded  on
account of Tenants moving and relocation expenses,  and depreciation to end loss
of Tenant's  moveable  personal  property.  Tenant  shall have no claim  against
landlord for the occurrence of any taking,  or for the termination of this Lease
or a reduction in the Premises as a result of any Taking.

                              ARTICLE 15: CASUALTY

         15.1 General.  Tenant shall give prompt  written  notice to Landlord of
any  casualty  to the Complex of which  Tenant is aware and any  casualty to the
Premises.  If the  Complex or the  Premises  are  totally  destroyed,  or if the
Complex or the Premises are partially  destroyed but in Landlord's  opinion they
cannot be restored to an economically viable, quality office building, or if the
insurance  proceeds  payable to  Landlord  as a result of any  casualty  are, in
Landlord's   opinion   inadequate  to  restore  the  portion   remaining  to  an
economically  viable'  quality  office  building,  Landlord may, at its election
exercisable  by the giving of written  notice to Tenant  within  sixty (60) days
after the casualty,  terminate  this Lease as of the date of the casualty or the
date Tenant is deprived of possession of the Premises  (whichever is later).  If
this Lease is not terminated as a result of a casualty,  Landlord shall (subject
to Section 15.2) restore the Premises to a Building Standard  condition.  During
the period of restoration,  Base Rent 5hall be abated to the extent the Premises
are rendered  untenantable  and, after the period of restoration,  Base Rent and
Tenants Share shall be reduced in the  proportion  that the area of the Premises
remaining  tenantable  after the casualty bears to the area of the Premises just
prior to the casualty.  If any portion of Base Rent is abated under this Section
15.1,  Landlord  may elect to  extend  the  expiration  date of the Term for the
period of the abatement. Except for abatement of Base Rent, if any, Tenant shall
have no clean  against  Landlord  for any  loss by  reason  of any such  damage,
destruction,  repair or restoration,  nor may Tenant terminate this lease as the
result of any  statutory  provision in effect on or after the date of this Lease
pertaining to the damage and  destruction  of the Premises or the Building.  The
proceeds  of a11  Insurance  carried  by Tenant on  Tenants  furnishings,  trade
fixtures,  leasehold  improvements,  equipment,  merchandise  and other personal
property  shall be held in trust by Tenant  for the  purpose  of the  repair and
replacement of the same.  Landlord shall not be required to repair any damage to
or to  make  any  restoration  of any  furnishings,  trade  fixtures,  leasehold
improvements,  equipment,  merchandise and other personal property  installed in
the Premises by Tenant or at the direct or indirect expense of Tenant

         15.2 Acts of Tenant.  Notwithstanding  any  provisions of this Lease to
the  Contrary,  if the  Premises or the Complex  are damaged or  destroyed  as a
result of a casualty  arising from the acts or  omissions  of Tenant,  or any of
Tenant's officers,  directors,  shareholders,  partner, employees,  contractors,
agents, invitees or representatives,  {a) Tenant's obligation to pay Rent and to
perform its other obligations under this Lease stroll not be abated,  reduced or
Altered in any manner,  (b) Landlord shall not be obligated to repair or restore
the Premises or the Complex,  and (c) subject to Section  17.2,  Tenant shall be
obligated, at Tenant's cost, to repair and to restore


                                       17
<PAGE>


         the Premises or the Complex to the condition they were in just prior to
the damage or  destruction  under the direction and  Supervision  of, and to the
satisfaction of, Landlord and any Landlords Mortgage.

                    ARTICLE l6: SUBORDINATION AND ATTORNMENT

         16.1 General. This Lease, Tenant's leasehold estate created hereby, and
all Tenant's rights,  titles and interests  hereunder and in and to the Premises
are subject and  subordinate  to any  Mortgage  presently  existing or hereafter
placed upon all or any portion of the Complex.  However, Landlord and Landlord's
Mortgagee  may,  at any time upon the  giving of  Written  notice to Tenant  and
without any  compensation  or  consideration  being payable to Tenant,  make his
Lease,  and the aforesaid  leasehold  estate and rights,  titles and  interests,
Superior to an Mortgage.  Upon the written request by Landlord and by Landlord's
Mortgagee to Tenant,  and Within five (5) days of the date of such request,  and
without any compensation or consideration being payable to Tenant,  Tenant shall
execute,  have acknowledged and deliver a recordable  instrument confirming that
this  Lease,  Tenant's  leasehold  estate in the  Premises  and all of  Tenant's
rights,  titles and interests  hereunder are subject and subordinate (or, at the
election  of  Landlord  or  Landlord's  Mortgagee,  superior)  to  the  Mortgage
benefiting Landlord's Mortgagee.

         16.2  Attornment:  Upon the  written  request  of any  person  or party
succeeding  to  the  interest  of  Landlord  under  this  Lease,   Tenant  shall
automatically  become  the tenant of and attorn to such  successor  in  interest
without any change in any of the terms of this Lease.  No  successor in interest
shall be (a) bound by any  payment  of Rent for more than one month in  advance,
except   payments  of  security  for  the  performance  by  Tenant  of  Tenant's
obligations  under this Lease, or (b) subject to any offset,  defense or damages
arising out of a default or any obligations of any preceding  Landlord.  Neither
Landlord's  Mortgagee  nor its  successor  in  interest  shall  be  bound by any
amendment of this Lease entered into after Tenant has been given written  notice
of the name and address of Land1ord's  Mortgagee and without the written consent
of  Landlord's  Mortgagee  or such  successor in  interest.  The  subordination,
attornment  and  mortgagee  protection  clauses  of this  Article  16  shall  be
self-operative  and  no  further  instruments  of  subordination  attornment  or
mortgagee  protection need be required by any Landlord's  Mortgagee or successor
in interest thereto. Nevertheless, upon the written request therefor and without
any  compensation  or  consideration  being payable to Tenant,  Tenant agrees to
execute,  have  acknowledged and deliver such instruments as may be requested to
confirm the same.  Tenant  shall from time to time,  if so requested by Landlord
and if doing so will not  materially  and  adversely  affect  Tenant's  economic
interests  under this Lease,  join with Landlord in amending this Lease so as to
meet thee needs or requirements of any lender that is considering making or that
has been made a loan secured by all or any portion of thee Complex.


                                       18
<PAGE>
                              ARTICLE 15: CASUALTY


         17.1 General.  Tenant shall obtain and maintain throughout the Term the
following policies of insurance:

              (a) Commercial general liability  insurance with a combined single
         limit  for  bodily  injure  and  property  damage  of not less than One
         Million  Dollars  ($l,OOO,0OO)  per occurrence and Two Million  Dollars
         ($2,000,000.00) aggregate,  including, without limitation,  contractual
         liability  coverage  for the  performance  by Tenant  of the  indemnity
         agreements set forth in Article l8.

              (b) Hazard insurance with special causes of loss,  including theft
         coverage, insuring against fire, extended coverage risks, vandalism and
         malicious   mischief,   and  including  boiler  and  sprinkler  leakage
         coverage,  in an amount equal to the full  replacements  cost  (without
         deduction  for  depreciation)  of  all  furnishings,   trade  fixtures,
         leasehold  improvements,  equipment,  merchandise  and  other  personal
         property from time to time situated in or on the Premises.

              (c)   Worker's   compensation    insurance   satisfying   Tenant's
         obligations under the workers compensation laws of the State of Utah.

              (d) Such other  policy or policies of  insurance  as Landlord  may
         reasonably  require or as Landlord is then  requiring  from one or more
         other tenants in the Building.

         Such  minimum  limits  shall in no event limit the  liability of Tenant
under this Lease.  Such liability  insurance shall name Landlord,  and any other
person specified from time to time by Landlord,  as an additional insured; such
property  insurance shall name Landlord as a loss payee as Landlord's  interests
may  appear;  and both  such  liability  and  property  insurance  shall be with
companies acceptable to Landlord,  having a rating of not less than A:XII in the
most  recent  issue  Best Key Rating  Guide,  Property-Casualty.  All  liability
po1icis  maintained  by Tenant shall  contain a provision  that Landlord and any
other additional  insured,  although named as an insured,  shall nevertheless be
entitled to recover under such  policies for any loss  sustained by Landlord and
Landlord's  agents and employees as a result of the acts or omissions of Tenant.
Tent shall furnish Landlord with certificates of coverage.  No such policy shall
be cancelable or subject to reduction of coverage or other  modification  except
after thirty (30) days' prior  written  notice to Landlord by the  insurer.  All
such policies shall be written as primary policies, noncontributing with and not
in excess of the coverage which Landlord may carry, and shal1 only be subject to
such  deductibles  as may be approved in writing in advance by Landlord.  Tenant
shall, at least ten (10) days prior to the expiration of such policies,  furnish
Landlord with renewals of, or binders for,  such  policies.  Landlord and Tenant
waive all rights to recover  against  each other,  against  any other  tenant or
occupant of the  Complex,  and against the  officers,  directors,  shareholders,
partners, joint venturers,  employees,  agents, customers,  invitees or business
visitors of each other, or of any other tenant or occupant of the Building,  for
any loss or damage  arising from any cause covered by any  insurance  carried by
the waiving party,  to the extent that such loss or damage is actually  covered.
Tenant shall cause all other  occupants of the Premises  claiming by, through or


                                       19
<PAGE>

under  Tenant to execute and  deliver to Landlord a waiver of claims  similar to
the waiver  contained in this  Section and to obtain such waiver of  subrogation
rights  endorsements.  Any Landlord'  Mortgagee  may, at Landlord's  option,  be
afforded  coverage under any policy  required to be secured by Tenant under this
Lease by use of a mortgagee's endorsement to the policy concerned.

         17.2 Waiver of Subrogation.  Landlord hereby waives all claims,  rights
of recovery and causes of action that Landlord or any party claiming by, through
or under Landlord May now or hereafter have by subrogation or otherwise  against
Tenant or against any of Tenant's officers,  directors,  shareholders,  members,
partners or employees for any loss or damage that may occur to the Complex,  the
Premises,  Tenant's  improvements or any of the contents of any of the foregoing
by reason of fire or other  casualty,  or by  reason of any other  cause  except
gross negligence, willful misconduct, or the failure by Tenant to observe any of
Tenant's  obligations  under this Lease (thus including simple negligence of the
Tenant or  Tenant's  officers,  directors,  shareholders,  members,  partners or
employees), that could have been insured against under the terms of the standard
fire and extended coverage  insurance  policies available in the state where the
Complex is  located at the time of the  casualty;  provided,  however,  that the
waiver  set forth in this  Section  17.2 shall not apply to any  deductibles  on
insurance  policies  carried by Landlord  or to any  coinsurance  penalty  which
Landlord might sustain.  Tenant hereby waives all claims, rights of recovery and
causes of action that Tenant or any party  claiming by,  through or under Tenant
may now or  hereafter  have by  subrogation  or  otherwise  against  Landlord or
against any of Landlord's officers, directors, members,  shareholders,  members,
partners or employees for any loss or damage that may occur to the Complex,  the
Premises,  Tenant's  improvements or any of the contents of any of the foregoing
by reason of fire or other  casualty,  or by  reason of any other  cause  except
gross negligence or willfull misconduct (thus including simple negligence of the
Landlord or Landlord's officers, directors,  shareholders,  members, partners or
employees), that could have been insured against under the terms of the fire and
extended  coverage  insurance  policies  required to be obtained and  maintained
under Section 17.1,  Landlord and Tenant shall cause an endorsement to be issued
to their respective insurance policies recognizing this waiver of subrogation.

                         ARTICLE 18: TENANT'S INDEMNITY

         Subject  to Section  17.2,  Tenant  shall  defend,  indemnity  and hold
harmless Landlord and Landlord's  officers,  directors,  shareholders,  members,
partners  and  employees  from and  against  liabilities,  obligations,  losses,
damages,  penalties,  claims,  actions, suits, costs, expenses and disbursements
(including  court  costs and  reasonable  attorneys'  fees)  resulting  from any
injuries to or death of any person or damage to any  property  occurring  during
the Term in or about the Premises.


                                       20
<PAGE>


                ARTICLE l9: THIRD PARTIES; ACTS OF FORCE MAJEURE

         LandLord  shall have no liability to Tenant,  or to Tenant's  officers,
directors,  shareholders,  partners, employees, agents, contractors or invitees,
for bodily  injury,  death,  property  damage,  business  interruption,  loss of
profits,  loss of  trade  secrets  or  other  tenant  or such  other  direct  or
consequential  damages  occasioned  by (a) the acts or  omissions  of any  other
Tenant's  officers,   directors,   shareholders,   partners,  employees  agents,
contractors  or other  invitees  within  the  Complex,  (b) Force  Majeure,  (c)
vandalism,  theft,  burglary and other criminal acts (other than those committed
by  Landlord  and  its  employees),  (d)  water  leakage,  or  (e)  the  repair,
replacement, maintenance, damage, destruction or relocation of the Premises.

                          ARTlCLE 2O: SECURITY INTEREST

         As security for Tenant's  payment of Rent and performance of all of its
other obligations under this Lease,  Tenant hereby grants to Landlord a security
interest in all  property  of Tenant now or  hereafter  placed in the  Premises.
Landlord, as secured party, shall be entitled to all of the rights, remedies and
recourse  afforded to a secured  party under the Utah Uniform  Commercial  Code,
which  rights,  remedies and recourse  shall be  cumulative of all other rights,
remedies,  recourse,  liens and  security  interests  afforded  Landlord by law,
equity or this Lease. Contemporaneously with the execution of this Lease, Tenant
shall  execute and  deliver,  as debtor,  promptly  upon request and without any
compensation or consideration being payable to Tenant, such additional financing
statement or  statements as Landlord may request.  However,  Landlord may at any
time file a copy of this Lease as a financing statement.

                       ARTICLE 21: CONTROL OF COMMON AREAS

         Landlord  shall  have the  exclusive  controL  over the  Common  Areas.
Landlord  may,  from  time to time,  create  different  Common  Areas,  close or
otherwise modify the Common Areas, and modify the Building Rules and Regulations
with respect thereto.

                          ARTICLE 22: RIGHT TO RELOCATE

         Landlord retains the right and power, to be exercised reasonably and at
Landlord's  expense,  to relocate  Tenant  within the Building in space which is
comparable in size to the Premises and is suited to Tenant's use. Instances when
the exercise of  Landlord's  right and power to relocate  Tenant shall be deemed
reasonable  include,  but shall not be  limited  to,  instances  where  Landlord
desires to consolidate  the rentable area in the Building to provide  Landlord's
services  more  efficiently,  or  to  provide  contiguous  vacant  space  for  a
prospective  tenant,  Landlord  shall not be liable  to  Tenant  for any  claims
arising in connections with a relocation permitted under this Article 22.


                                       21
<PAGE>



                           ARTICLE 23: QUIET ENJOYMENT

         Provided  Tenant has  performed all its  obligations  under this Lease,
Tenant shall and may peaceably and quietly have, hold, occupy, use and enjoy the
Premises during the term subject to the provisions of this Lease. Landlord shall
warrant and forever defend  Tenant's right to occupancy of the Premises  against
the claims of any and all persons  whosoever  lawfully  claiming the same or any
part thereof, by, through or under Landlord,  but not otherwise,  subject to the
provisions of this Lease.

                          ARTICLE 24: DEFAULT BY TENANT

         24.1  Events  of  Default.  Each  of the  following  occurrences  shall
constitute Event of Default (herein so called):

              (a) The  failure  of Tenant to pay Rent as and when due  hereunder
         and  continuance  of such  failure  for a period  of three  days  after
         written  notice  from  Landlord  to  Tenant   specifying  the  failure;
         provided,  however,  after  Landlord  has given Tenant  written  notice
         pursuant to this Section  24.1(a) on two separate  occasions,  Landlord
         shall not be  required  to give  Tenet any  further  notice  under this
         Sector 24.l(a);

              (b) The failure of Tenant to  perform,  comply with or observe any
         other  agreement,  obligation or  undertaking  of Tenant,  or any other
         term, condition or provision in this Lease, and the continuance of such
         failure  for a period  of ten  (10)  days  after  written  notice  from
         Landlord to Tenant specifying the failure;

              (c) The  abandonment  of the  Premises by Tenant or the failure of
         Tenant to occupy the Premises or any significant portion thereof;

              (d) The  filing  of a  petition  by or  against  Tenant  (the teen
         "Tenant"  also  meaning for the purpose of this  Section  24.1(d),  any
         guarantor  of the  named  Tenant's  obligations  hereunder)  (1) in any
         bankruptcy or over insolvency proceeding,  (2) seeking any relief under
         the  Bankruptcy  Code or any similar  debtor  relief  law,  (3) for the
         appointment of a liquidator or receiver for all or substantially all of
         Tenant's  property or for Tenant's  interest in this Lease,  or (4) to
         reorganize or modify Tenant's capital structure; and

              (e) The  admission  by Tenant in writing  that it cannot  meet its
         obligations as they become due or the making by Tenant of an assignment
         for the benefit of its creditors.

         24.2 Remedies of Landlord. Upon any Event of Default,  Landlord may, at
Landlord's  option and in addition to all other  rights,  remedies  and recourse
afforded  Landlord  hereunder  or by law or  equity,  of any  one or more of the
following:

              (a) At  Landlord's  option  and  without  waiving  any  default by
         Tenant,  Landlord  shall have the right to continue  this Lease in full
         force and effect and to collect all Base Rent, Additional Rent, and any
         other  amounts  to be paid by  Tenant  under its Lease as and when due.
         During any period that Tenant is in  default,  Landlord  shall have the
         right, pursuant to legal proceedings or pursuant to any notice provided
         for by law,  to enter  and take  possession  of the  Premises,  without


                                       22
<PAGE>

         terminating  this Lease,  for the purpose of reletting  the Premises or
         any part  thereof and making any  alterations  and repairs  that may be
         necessary or  desirable in  connection  with such  reletting.  Any such
         reletting  or  relettings  may be for  such  term or  terms  (including
         periods  that exceed the balance of the term of this  Lease),  and upon
         such  other  terms,   covenants  and  conditions  as  Landlord  may  in
         Landlord's  sole  discretion  deem  advisable.  If the  rent  or  rents
         received  during  any month and  applied  as  provided  above  shall be
         insufficient  to cover all such mounts  including the Base Rent and any
         other  amounts  to be paid by Tenant  pursuant  to this  Lease for such
         month,  Tenant shall pay to Landlord any deficiency;  such deficiencies
         shall be calculated and paid monthly.  No entry or taking possession of
         the Premises by Landlord  shall be construed as an election by Landlord
         to terminate this lease,  unless  Landlord gives written notice of such
         election  to Tenant or unless  such  termination  shall be decreed by a
         court of  competent  jurisdiction.  Notwithstanding  any  reletting  by
         Landlord  without  termination,  Landlord  may at any  time  thereafter
         terminate this Leash for such previous default by giving written notice
         thereof to Tenant.

              (b)  Terminate  Tenant's  right to possession by notice to Tenant,
         which case this Lease  shall  terminate  and Tenant  shall  immediately
         surrender  possession  of the  Premises  to  Land1ord.  In  such  event
         Landlord shall be entitled to recover from Tenant all damages  incurred
         by Landlord by reason of Tenants default,  including without limitation
         the following; (1) all unpaid Rent which has been earned at the time of
         such  termination  plus (2) the amount by which the  unpaid  Rent which
         would  have  been  earned  after  termination  until  the time of award
         exceeds the amount of such  rental loss that is proved  could have been
         reasonably  avoided;  plus (3) any other amount necessary to compensate
         Landlord for all the detriment  proximately  caused by Tenant's failure
         to perform Tenant's  obligations under this Lease, or in addition to or
         in lieu of the foregoing  such damages as may be permitted from time to
         time under applicable State law. Upon any such re-entry  Landlord shall
         have  the  right  to  makes  any  reasonable  repairs,  alterations  or
         modifications  to the  Premises,  which  Landlord  in  Landlord's  sole
         discretion deems reasonable and necessary.

              (c) If an Event of Default  specified in Section  24.1(c)  occurs,
         Landlord may remove and store any property that remains on the Premises
         and, if Tenant does not claim such property  within ten (10) days after
         Landlord has delivered to Tenant  notice of such storage,  Landlord may
         appropriate,  sell,  destroy or  otherwise  dispose of the  property in
         question  without  notice to Tenant or any other  person and without an
         obligation to account for such property.

         24.3  Payment by Tenant.  Upon any Event of Default,  Tenant shall also
pay to Landlord all costs and expenses  incurred by  Landlord,  including  court
costs and  reasonable  attorneys'  fees,  in (a) retaking or  otherwise  obeying

                                       23
<PAGE>

possession  of the  Premises,  (b)  removing  and  storing  Tenant's  or another
occupant's property, (c) repairing, restoring, altering, remodeling or otherwise
putting the Premises into condition  acceptable to a new tenant or tenants,  (d)
reletting  all  or an  part  of the  Premises,  (e)  paying  or  performing  the
underlying  obligation which Tenant failed to pay or perform,  and (f) enforcing
any of Landlord's  rights,  remedies of recourse arising as a consequence of the
Event of Default.

         24,4 Reletting.  Upon  termination of this Lease or upon termination of
Tenant's  right to  possession of the Premises,  Landlord  shall use  reasonable
efforts to relet the  Premises on such terms and  conditions  as Landlord in its
sole discretion may determine (including a term different than the Terms, rental
concession,  and  alterations to and  improvements  of the  Premises);  however,
Landlord  shall not be  obligated  to relet the Premises  before  leasing  other
portions of the Building.  Landlord  shall not be liable for, nor shall Tenant's
obligations  hereunder be diminished because of, Landlord's failure to relet the
Premises or collect rent due with respect to such reletting.  If Landlord relets
the Premises, rent Landlord receives from such reletting shall be applied to the
payment of; first, any indebtedness  from Tenant to Landlord other than Rent (if
any); second, all costs, including for maintenance and alterations,  incurred by
Landlord in reletting;  and third, Rent due and unpaid. In no event shall Tenant
be entitled to the excess of any rent obtained by reletting over the Rent herein
reserved.

         24.5  Landlord's  Right to Pay or  Perform.  Upon an Event of  Default,
Landlord  may, but without  obligation to do so and without  thereby  waiving or
curing such Event of Default,  pay or perform the underlying  obligation for the
account of Tenant,  and enter the Premises and expend the Security  Deposit,  if
any, and any other sums for such propose.

         24.6 No Waiver, No Implied Surrender. Provisions of this Lease may only
be waived by the party  entitled to the benefit of the provision  evidencing the
waiver in writing. Thus, neither the acceptance of Rent by Landlord following an
Event of Default  (whether  known to Landlord or not),  nor any other  custom or
practice  followed in connection with this Lease,  shall  constitute a waiver by
Landlord  of such Event of Default or another  Event of  Default.  Further,  the
failure by Landlord  to  complain  of any action or  inaction  by Tenant,  or to
assert that any action or inaction by Tenant  constitutes (or would  constitute,
with the  giving  of  notice  and the  passage  of  time)  an Event of  Default,
regardless of how long such failure continues, shall not extinguish, waive or in
any way diminish the rights,  remedies and recourse of Landlord  with respect to
such action or inaction. No waiver by Landlord of any provision of this Lease or
of any breach by Tenant of any obligation of Tenant hereunder shall be deemed to
be a waiver of any  other  provisions  hereof,  or of any  subsequent  breach by
Tenant of the same or any other provision hereof.  Landlord's consent to any act
by Tenant requiring Landlord's consent shall not be deemed to render unnecessary
the obtaining of Landlord's  consent to any subsequent act of Tenant.  No act or
omission  by  Landlord   (other  than   Landlord's   execution   of  a  document
acknowledging  such surrender) or Landlord's  agents,  including the delivery of
the keys to the Premises,  shall  constitute an acceptance of a surrender of the
Premises.

                                       24
<PAGE>
                         ARTICLE 25: DEFAULT BY LANDLORD

         Landlord shall not be in default under this Lease, and Tenant shall not
be entitled  to  exercise  any right,  remedy or  recourse  against  Landlord or
otherwise as a consequence of any alleged  default by Landlord under this Lease,
unless  Landlord  fails to perform  any of its  obligations  hereunder  and said
failure  continues for a period of thirty (30) days after Tenant gives  Landlord
and  (provided  that  Tenant  shall  have  been  given the name and  address  of
Landlord's  Mortgagee)  Landlord's  Mortgagee written notice thereof specifying,
with reasonable particularity, the nature of Landlords failure. If, however, the
failure cannot  reasonably be cured within the thirty (30) day period,  Landlord
shall not be in default hereunder if Landlord or Landlord's  Mortgagee commences
to cure the  failure  within the thirty  (30} days and  thereafter  pursues  the
curing of same  diligently to  completion.  If Tenant  recovers a money judgment
against  Landlord  for  Landlord's  default  of  its  obligations  hereunder  or
otherwise,  the judgement  shall be limited to Tenant's  actual  direct,  but no
consequential,  damages therefor and shall be satisfied only out of the interest
of  Landlord  in the Complex as the same may then be  encumbered,  and  Landlord
shall not otherwise be liable for any deficiency.  In no event shall Tenant have
the right to levy  execution  against any  property  of Landlord  other than its
interest in the  Complex.  The  foregoing  shall not limit any right that Tenant
might have to obtain specific performance of Landlord's obligations hereunder.

                        ARTICLE 26: RIGHT OF RE-ENTRY

         Upon the expiration or termination of the Term for whatever  cause,  or
upon the  exercise  by Landlord  of its right to reenter  the  Premises  without
terminating  this  Lease,  Tenant  shall  immediately,   quietly  and  peaceably
surrender  to Landlord  possession  of the  Premises  in "broom  clean" and good
order,  condition and repair,  except only for ordinary wear and tear, damage by
casualty  not  covered  by  Section  15.2  and  repairs  to be made by  Landlord
pursuant to Section 15.1.  If Tenant is in default  under this Lease,  Landlord
shall have alien on such personal property, trade fixtures and other property as
set forth in Section 38-3-1, et seq., of the Utah Code Ann. (Or any replacement
provision).  Landlord may require Tenant to remove any personal property,  trade
fixtures,  other property,  alterations,  additions and improvements made to the
Premises by Tenant or by Landlord  for  Tenant,  and to restore the  Premises to
their condition on the date of this Lease. All personal property, trade fixtures
and other property of Tenant not removed from the Premises on the abandonment of
the  Premises or on the  expiration  of the Term or sooner  termination  of this
Lease for any cause shall  conclusively be deemed to have been abandoned and may
be appropriated,  sold,  stored,  destroyed or otherwise disposed of by Landlord
without notice to, and without any obligation to account to, Tenant or any other
person.  Tenant shall pay to Landlord all expenses  incurred in connection  with
the  disposition  of such property in excess of any amount  received by Landlord
from such  disposition.  Tenant stall not be released from Tenant's  obligations
under this Lease in correction with surrender of the Premises until Landlord has
inspected the Premises and delivered to Tenant a written  release.  While Tenant
remains in  possession of the Premises  after such  expiration,  termination  or
exercise  by  Landlord  of its  re-entry  right.  Tenant  shall be  deemed to be
occupying  the  Premises  as a  tenant-at-sufferance,  subject  to  all  of  the
obligations  of Tenant  under this  Lease,  except  that the daily Rent shall be
twice the per-day Rent in effect immediately before such expiration, termination
or exercise by Landlord.  No such holding over shall extend the Term.  If Tenant
fails to surrender  possession of the Premises in the condition herein required,
Landlord may, at Tenant's expense, restore the Premises to such condition.


                                       25
<PAGE>


                         ARTICLE 27: GENERAL PROVISIONS

         27.1 Independent  Obligations;  No Offset. The obligations of Tenant to
pay Rent and to perform the other  undertakings of Tenant  hereunder  constitute
independent  unconditional  obligations  to be performed at the times  specified
hereunder,  regardless  of any breach or default by Landlord  hereunder.  Tenant
shall have no right,  and Tenant hereby waives and relinquishes all rights which
Tenant might  otherwise have, to claim any nature of lien against the Complex or
to withhold,  deduct form or offset against any Rent or other sums to be paid to
Landlord by Tenant.

         27.2 Time of Essence.  Time is of the essence with respect to each date
or tine specified in this Lease by which an event is to occur.

         27.3  Applicable  Law. THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF  UTAH.  ALL  MONETARY  AND  OTHER
OBLIGATIONS  OF  LANDLORD  AND TENANT ARE  PERFORMABLE  IN THE COUNTY  WHERE THE
COMPLEX IS LOCATED.

         27.4  Assignment by Landlord.  Landlord shall have the right to assign,
in whole or in part, any or all of its rights, titles or interests in and to the
Complex or this Lease and, upon any such assignment,  Landlord shall be relieved
of all  unaccrued  liabilities  and  obligations  hereunder to the extent of the
interest so assigned.

         27.5 Estoppel  Certificates;  Financial Statements.  Tenant shall, from
time to time and within ten (10) days of written request from either Landlord of
Landlord's  Mortgagee,  and without compensation or consideration  execute, have
acknowledged  and  deliver a  certificate  setting  forth the  following:  (a) a
ratification of this Lease;  (b) the  Commencement  Date and expiation date, (c)
that  this  lease  is in fill  force  and   effect  and has not  been  assigned,
modified,  supplemented  or amended  (except by such writing as shall be stated)
(d) that this Lease, as modified,  supplemented or amended (if such is the case)
constitutes the complete  agreement  between Landlord and Tenant with respect to
the  Premises,  the  Building,  and the Complex and that Tenant does not hold an
option to purchase the Complex or any interest therein,  (e) that all conditions
under this Lease to be  performed  by Landlord  have been  satisfied  or, in the
alternative,  those claimed by Tenant to be unsatisfied; (f) that no defenses or
offsets  exist  against the  enforcement  of this Lease by  Landlord  or, in the

                                       26
<PAGE>

alternative,  those claimed by Tenant to exist; (g) whether within the knowledge
of Tenant  there are any  existing  breaches or defaults by Landlord  hereunder
and, if so, stating the defaults with reasonable  particularity;  (h) the amount
of advance Rent, if any (or none if such is the case),  paid by Tenant,  (i) the
date to which Rent has been paid;  (j) the amount of the  Security  Deposit,  if
any, and {k) such other  information  as Landlord or  Landlord's  Mortgagee  may
Request. Landlord's Mortgagee and purchasers from either Landlord's Mortgagee or
Landlord  shall be  entitled  to rely on any  estoppel  certificate  executed by
Tenant. Tenant shall, within ten (1O) days after Landlord's request,  furnish to
Landlord current  financial  statements for Tenant,  prepared in accordance with
generally accepted accounting  principles  consistently applied and certified by
Tenant to be true and correct.

         27.6 Signs, Building Name and Building Address. Landlord may, from time
to time at its  discretion,  maintain any and all signs anywhere in the Complex,
and may change the name and street address of the Complex.  Tenant shall not use
the name of the  Building  for any  purpose  other  than as the  address  of the
building for the business to be conducted by Tenant from the Premises.

         27.7 Notices.  All notices and other  communications  given pursuant to
this Lease shall be in writing and shall  either be mailed by first class United
States  mail,  postage  prepaid  registered  or  certified  with return  receipt
requested,  and  addressed  as set forth in this Section  27.7,  or delivered in
person to the intended  addressee,  or sent by prepaid telegram,  cable or telex
followed by a confirmatory  letter.  Notice mailed in the aforesaid manner shall
become  effective  three (3) business  days after  deposit;  notice given in any
other  manner,  and any notice given to Landlord,  shall be effective  only upon
receipt by the intended  addressee.  For the purposes of notice,  the address of
(a)  Landlord  shall  be at the  Building  manager's  office  at  the  Buildings
manager's office at 5152 North Edgewood Drive, Suite 350, Provo, Utah 84604, and
(b) Tenant shall be, prior to the Commencement  Date, the address recited on the
signature page hereof, and after the Commencement Date, the Premises. Each party
shall have the  continuing  right to change its address for notice  hereunder by
the giving of fifteen  (15) days'  prior  written  notice to the other  party in
accordance with this Section 27.7.

         27.8  Entire  Agreement,  Amendment  and  Binding  Effect.  This  Lease
constitutes  the entire  agreement  between  Landlord and Tenant relating to the
subject matter hereof,  and all prior  agreements  relative hereto which are not
contained  herein are  terminated.  This Lease may be amended  only by a written
document  duly  executed by Landlord and Tenant  (and,  if a Mortgage is then in
effect, by the Landlord's  Mortgagee entitled to the benefits thereof),  and any
alleged amendment which is not so documented shall not be effective as to either
party.  The  provision  of this  Lease  shall be  binding  upon and inure to the
benefit  of the  parties  hereto  and their  heirs,  executors,  administrators,
successors  and  assigns,  provided,  however,  that this  Section 278 shall not
negate diminish or alter the  restrictions on Transfer  applicable to Tenant set
for elsewhere in this Lease.

         27.9  Severability.  This Lease is intend to be performed in accordance
with  and  only  to the  extent  permitted  by all  Legal  Requirements.  If any
provision  of  this  Lease  or  the   application   thereof  to  any  person  or
circumstances   shall,  for  any  reason  and  to  any  extent,  be  invalid  or
unenforceable,  but the  extent of the  validity  or  unenforceability  does not
destroy the basis of the bargain  between the parties as contained  herein,  the
remainder of this Lease and the  application  of such provision to other persons
or circumstances shall not be affected thereby,  but rather shall be enforced to
the greatest extent permitted by law.

                                       27
<PAGE>



         27.10  Number and Gender,  Captions and  References.  As the context of
this Lease may require, pronoun shall include nuteral persons and legal entities
of every kind and character,  the singular number shall include the plural,  and
the neuter shall include the masculine and the feminine gender. Section headings
in this Lease are for convenience of reference only and are not intended, to any
extent and for any purpose, to limit or define any section hereof.  Whatever the
terms "Hereof," "hereby,"  "herein,"  "hereunder" or words of similar import are
used in this Lease,  they shall be  construed  as referring to this Lease in its
entirety  rather than to a particular  section or  provision  unless the context
specifically  indicates to the contrary. Any reference to a particular "Section"
shall be construed as referring to the indicated section of this Lease.

         27.11  Attorney's  Fees.  In the event either  party  commences a legal
proceeding to enforce any of the terms of this Lease,  the  prevailing  party in
such action shall have the right to recover  reasonable  attorney fees and costs
from  the  other  party,  to be fixed by the  court in the same  action.  "Legal
proceedings"   includes  appeals  from  a  lower  court  judgement  as  well  as
proceedings in the Federal Bankruptcy Court ("Bankruptcy Court'], whether or not
they are adversary  proceedings or contested matters. The "prevailing party" (a)
as  used in the  context  of  proceedings  in the  Bankruptcy  Court  means  the
prevailing party in an adversary  proceedings or contested  matter,  or in other
actions  taken by the  non-bankruptcy  party which are  reasonably  necessary to
protect  its  rights  under  this  Lease,  and  (b) as used  in the  context  of
proceedings in any court other than the Bankruptcy  Court,  means the party that
prevails in obtaining a remedy or relief  which most nearly  reflects the remedy
or relief which the party sought; so that, for example, the prevailing party may
be a party  which  is  ordered  to pay One  Hundred  Dollars  ($100)  where  the
obligation to pay Eighty  Dollars ($80) was  undisputed  and the claiming  party
alleged that it was entitled to One Thousand Dollars ($1,000).

         27.12  Brokers.  Tenant and Landlord  hereby warrant and represent unto
the other that it has not  incurred  or  authorized  any  brokerage  commission,
finder's fees or similar payments in connection with this lease, other than that
which is due to NA, which  payment shall by paid by NA. Each party shall defend,
indemnify  and hold the other  harmless from and against any claim for brokerage
commission, finder's, fees or similar payment arising by virtue of authorization
of such party, or any affiliate of such party, in connections with this Lease.

         27.13 Interest on Tenant's  Obligations.  Any amount due from Tenant to
Landlord  which is not paid  when due  shall  bear  interest  at the  lesser  of
eighteen  percent  (18%) per annum or the maximum  rate  allowed by law from the
date such payment is due until paid,  but the payment of such interest shall not
excuse or cure the default in payment.

         27.14  Authority.  The person  executing this Lease on behalf of Tenant
personally  warrants  and  represents  to  Landlord  that (a)  Tenant  is a duly
organized and existing legal entity,  in good standing in the State of Utah, (b)
Tenant has full right and authority to execute,  deliver and preform this Lease,
(c) the person executing this Lease on behalf of Tenant was authorized to do so,



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and (d)  upon  request  of  Landlord,  such  person  will  deliver  to  Landlord
satisfactory evidence of his or her authority to execute this Lease on behalf of
Tenant.

         27.15 Recording.  Neither this Lease (including any Exhibit hereto) nor
any  memorandum  hereto shall be recorded  without the prior written  consent of
Landlord.

         27.16 Exhibits. All Exhibit and written addenda hereto are incorporated
herein for any and all purposes.

         27.17 Multiple Counterparts.  This Lease may be executed in two or more
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute but one instrument.

         27.18  Miscellaneous,  Any guaranty  delivered in connection  with this
Lease is an integral part of this Lease and constitutes  consideration  given to
Landlord to enter into this Lease.  No  amendment to this Lease shall be binding
on Landlord or Tenant unless reduced to writing and signed by both parties. Each
provision to be performed by Tenant shall be construed to be both a covenant and
a condition.  Venue on any action arising out of this Lease shall be proper only
in the District Court of Utah County,  State of Utah.  Landlord and Tenant waive
trial by jury in any action,  proceeding  or  counterclaim  brought by either of
them  against the other on all matters  arising out of this Lease or the use and
occupancy  of the  Premises.  The  submission  of this Lease to Tenant is not an
offer to lease the  Premises for Tenant.  Landlord  shall not be bound to Tenant
until Tenant has duly executed and delivered  duplicate  original copies of this
Lease to Landlord  and Landlord has duly  executed  and  delivered  one of those
duplicate original copies to Tenant.


         EXECUTED as of the date and year above first written.

         TENANT  ACKNOWLEDGES  THAT LANDLORD HAS MADE NO WARRANTIES TO TENANT AS
TO THE CONDITION OF THE PREMISES,  EITHER EXPRESSED OR IMPLIED, AND LANDLORD AND
TENANT  EXPRESSLY  DISCLAIM ANY IMPLIED  WARRANTY THAT THE PREMISES ARE SUITABLE
FOR TENANTS INTENDED  COMMERCIAL  PURPOSE,  AND TENANT'S  OBLIGATION TO PAY RENT
HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE
BY LANDLORD OF ITS OBLIGATIONS  HEREUNDER,  AND TENANT SHALL CONTINUE TO PAY THE
RENT, WITHOUT ABATEMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN), SET OFF
OR  DEDUCTION,   NOTWITHSTANDING  ANY  BREACH  BY  LANDLORD  OF  ITS  DUTIES  OR
OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.


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