COMMERCIAL SECURITY AGREEMENT
<TABLE>
<CAPTION>
Principal       Loan Date       Maturity        Loan No Call/Coll       Account   Officer Inititals
<S>             <C>             <C>             <C>     <C>             <C>       <C>     <C>
$1,000,000.00   09-11-2001      09-01-2002      9001    2/7380          3147622   54403
</TABLE>
     References in the shaded area are for Lender's use only and do not limit
     the applicability of this document to any particular loan or item. Any item
     above containing" * * * " has been omitted due to text length limitations.


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

THIS COMMERCIAL SECURITY AGREEMENT dated September 11, 2001, is made and
executed between EPENZIO, INC. ("Grantor") and ZIONS FIRST NATIONAL BANK
("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the Indebtedness and agrees that
Lender shall have the rights stated in this Agreement with respect to the
Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means
the following described property, whether now owned or hereafter acquired,
whether now existing or hereafter arising, and wherever located, in which
Grantor is giving to Lender a security interest for the payment of the
Indebtedness and performance of all other obligations under the Note and this
Agreement:

     All Inventory, Chattel Paper, Accounts and General Intangibles

In addition, the word "Collateral" also includes all the following, whether now
owned or hereafter acquired, whether now existing or hereafter arising, and
wherever located:

     (A) All accessions, attachments, accessories, tools, parts, supplies,
     replacements and additions to any of the collateral described herein,
     whether added now or later .

     (B) All products and produce of any of the property described in this
     Collateral section.

     (C) All accounts, general intangibles, instruments, rents, monies,
     payments, and all other rights, arising out of a sale, lease, or other
     disposition of any of the property described in this Collateral section.

     (D) All proceeds (including insurance proceeds) from the sale, destruction,
     loss, or other disposition of any of the property described in this
     Collateral section, and sums due from a third party who has damaged or
     destroyed the Collateral or from that party's insurer, whether due to
     judgment, settlement or other process.

     (E) All records and data relating to any of the property described in this
     Collateral section, whether in the form of a writing, photograph,
     microfilm, microfiche, or electronic media, together with all of Grantor's
     right, title, and interest in and to all computer software required to
     utilize, create, maintain, and process any such records or data on
     electronic media.

Despite any other provision of this Agreement, Lender is not granted, and will
not have, a nonpurchase money security interest in household goods, to the
extent such a security interest would be prohibited by applicable law. In
addition, if because of the type of any Property, Lender is required to give a
notice of the right to cancel under Truth in Lending for the Indebtedness, then
Lender will not have a security interest in such Collateral unless and until
such a notice is given.

CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all
obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or anyone or more of them, as well as all claims by Lender against Grantor or
anyone or more of them, whether now existing or hereafter arising, whether
related or unrelated to the purpose of the Note, whether voluntary or otherwise,
whether due or not due, direct or indirect, determined or undetermined, absolute
or contingent, liquidated or unliquidated whether Grantor may be liable
individually or jointly with others, whether obligated as guarantor, surety,
accommodation party or otherwise, and whether recovery upon such amounts may be
or hereafter may become barred by any statute of limitations, and whether the
obligation to repay such amounts may be or hereafter may become otherwise
unenforceable.

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


GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With
respect to the Collateral, Grantor represents and promises to Lender that:

     Perfection of Security Interest. Grantor agrees to execute financing
     statements and to take whatever other actions are requested by Lender to
     perfect and continue Lender's security interest in the Collateral. Upon
     request of Lender, Grantor will deliver to Lender any and all of the
     documents evidencing or constituting the Collateral, and Grantor will note
     Lender's interest upon any and all chattel paper if not delivered to Lender
     for possession by Lender. This is a continuing Security Agreement and will
     continue in effect even though all or any part of the Indebtedness is paid
     in full and even though for a period of time Grantor may not be indebted to
     Lender .

     Notices to Lender. Grantor will promptly notify Lender in writing at
     Lender's address shown above (or such other addresses as Lender may
     designate from time to time) prior to any (1) change in Grantor's name; (2)
     change in Grantor's assumed business name(s); (3) change in the management
     of the Corporation Grantor; (4) change in the authorized signer(s); (5)
     change in Grantor's principal office address; (6) change in Grantor's state
     of organization; (7) conversion of Grantor to a new or different type of
     business entity; or (8) change in any other aspect of Grantor that directly
     or indirectly relates to any agreements between Grantor and Lender. No
     change in Grantor's name or state of organization will take effect until
     after Lender has received notice

     No Violation. The execution and delivery of this Agreement will not violate
     any law or agreement governing Grantor or to which Grantor is a party, and
     its certificate or articles of incorporation and bylaws do not prohibit any
     term or condition of this Agreement.

     Enforceability of Collateral. To the extent the Collateral consists of
     accounts, chattel paper, or general intangibles, as defined by the Uniform
     Commercial Code, the Collateral is enforceable in accordance with its
     terms, is genuine, and fully complies with all applicable laws and
     regulations concerning form, content and manner of preparation and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the Collateral. At the time any Account becomes subject to a
     security interest in favor of Lender, the Account shall be a good and valid
     account representing an undisputed, bona


<PAGE>

                         COMMERCIAL SECURITY AGREEMENT
Loan No: 9001                        {Continued}                        Page 2

     fide indebtedness incurred by the account debtor, for merchandise held
     subject to delivery instructions or previously shipped or delivered
     pursuant to a contract of sale, or for services previously performed by
     Grantor with or for the account debtor. So long as this Agreement remains
     in effect, Grantor shall not, without Lender's prior written consent,
     compromise, settle, adjust, or extend payment under or with regard to any
     such Accounts. There shall be no setoffs or counterclaims against any of
     the Collateral, and no agreement shall have been made under which any
     deductions or discounts may be claimed concerning the Collateral except
     those disclosed to Lender in writing.

     Location of the Collateral. Except in the ordinary course of Grantor's
     business, Grantor agrees to keep the Collateral (or to the extent the
     Collateral consists of intangible property such as accounts or general
     intangibles, the records concerning the Collateral) at Grantor's address
     shown above or at such other locations as are acceptable to Lender. Upon
     Lender's request, Grantor will deliver to Lender in form satisfactory to
     Lender a schedule of real properties and Collateral locations relating to
     Grantor's operations, including without limitation the following: (1) all
     real property Grantor owns or is purchasing; (2) all real property Grantor
     is renting or leasing; (3) all storage facilities Grantor owns, rents,
     leases, or uses; and (4) all other properties where Collateral is or may be
     located.

     Removal of the Collateral. Except in the ordinary course of Grantor's
     business, including the sales of inventory, Grantor shall not remove the
     Collateral from its existing location without Lender's prior written
     consent. To the extent that the Collateral consists of vehicles, or other
     titled property, Grantor shall not take or permit any action which would
     require application for certificates of title for the vehicles outside the
     State of Utah, without Lender's prior written consent. Grantor shall,
     whenever requested, advise Lender of the exact location of the Collateral.

     Transactions Involving Collateral. Except for inventory sold or accounts
     collected in the ordinary course of Grantor's business, or as otherwise
     provided for in this Agreement, Grantor shall not sell, offer to sell, or
     otherwise transfer or dispose of the Collateral. While Grantor is not in
     default under this Agreement, Grantor may sell inventory, but only in the
     ordinary course of its business and only to buyers who qualify as a buyer
     in the ordinary course of business. A sale in the ordinary course of
     Grantor's business does not include a transfer in partial or total
     satisfaction of a debt or any bulk sale. Grantor shall not pledge,
     mortgage, encumber or otherwise permit the Collateral to be subject to any
     lien, security interest, encumbrance, or charge, other than the security
     interest provided for in this Agreement, without the prior written consent
     of Lender. This includes security interests even if junior in right to the
     security interests granted under this Agreement. Unless waived by Lender,
     all proceeds from any disposition of the Collateral (for whatever reason)
     shall be held in trust for Lender and shall not be commingled with any
     other funds; provided however, this requirement shall not constitute
     consent by Lender to any sale or other disposition. Upon receipt, Grantor
     shall immediately deliver any such proceeds to Lender .

     Title. Grantor represents and warrants to Lender that Grantor holds good
     and marketable title to the Collateral, free and clear of all liens and
     encumbrances except for the lien of this Agreement. No financing statement
     covering any of the Collateral is on file in any public office other than
     those which reflect the security interest created by this Agreement or to
     which Lender has specifically consented. Grantor shall defend Lender's
     rights in the Collateral against the claims and demands of all other
     persons.

     Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause
     others to keep and maintain, the Collateral in good order , repair and
     condition at all times while this Agreement remains in effect. Grantor
     further agrees to pay when due all claims for work done on, or services
     rendered or material furnished in connection with the Collateral so that no
     lien or encumbrance may ever attach to or be filed against the Collateral.
     Inspection of Collateral. Lender and Lender's designated representatives
     and agents shall have the right at all reasonable times to examine and
     inspect the Collateral wherever located.


     Taxes, Assessments and Liens. Grantor will pay when due all taxes,
     assessments and liens upon the Collateral, its use or operation, upon this
     Agreement, upon any promissory note or notes evidencing the Indebtedness,
     or upon any of the other Related Documents. Grantor may withhold any such
     payment or may elect to contest any lien if Grantor is in good faith
     conducting an appropriate proceeding to contest the obligation to pay and
     so long as Lender's interest in the Collateral is not jeopardized in
     Lender's sole opinion. If the Collateral is subjected to a lien which is
     not discharged within fifteen (15) days, Grantor shall deposit with Lender
     cash, a sufficient corporate surety bond or other security satisfactory to
     Lender in an amount adequate to provide for the discharge of the lien plus
     any interest, costs, reasonable attorneys' fees or other charges that could
     accrue as a result of foreclosure or sale of the Collateral. In any contest
     Grantor shall defend itself and Lender and shall satisfy any final adverse
     judgment before enforcement against the Collateral. Grantor shall name
     Lender as an additional obligee under any surety bond furnished in the
     contest proceedings. Grantor further agrees to furnish Lender with evidence
     that such taxes, assessments, and governmental and other charges have been
     paid in full and in a timely manner. Grantor may withhold any such payment
     or may elect to contest any lien if Grantor is in good faith conducting an
     appropriate proceeding to contest the obligation to pay and so long as
     Lender's interest in the Collateral is not jeopardized.

     Compliance with Governmental Requirements. Grantor shall comply promptly
     with all laws, ordinances, rules and regulations of all governmental
     authorities, now or hereafter in effect, applicable to the ownership,
     production, disposition, or use of the Collateral. Grantor may contest in
     good faith any such law, ordinance or regulation and withhold compliance
     during any proceeding, including appropriate appeals, so long as Lender's
     interest in the Collateral, in Lender's opinion, is not jeopardized.

     Hazardous Substances. Grantor represents and warrants that the Collateral
     never has been, and never will be so long as this Agreement remains a lien
     on the Collateral, used in violation of any Environmental Laws or for the
     generation, manufacture, storage, transportation, treatment, disposal,
     release or threatened release of any Hazardous Substance. The
     representations and warranties contained herein are, based on Grantor's due
     diligence in investigating the Collateral for Hazardous Substances. Grantor
     hereby ( 1) releases and waives any future claims against Lender for
     indemnity or contribution in the event Grantor becomes liable for cleanup
     or other costs under any Environmental Laws, and (2) agrees to indemnify
     and hold harmless Lender against any and all claims and losses resulting
     from a breach of this provision of this Agreement. This obligation to
     indemnify shall survive the payment of the Indebtedness and the
     satisfaction of this Agreement.

     Maintenance of Casualty Insurance. Grantor shall procure and maintain all
     risks insurance, including without limitation fire, theft and liability
     coverage together with such other insurance as Lender may require with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable to Lender and issued by a company or companies reasonably
     acceptable to Lender. Grantor, upon request of Lender, will deliver to
     Lender from time to time the policies or certificates of insurance in form
     satisfactory to Lender, including stipulations that coverages will not be
     cancelled or diminished without at least ten ( 10) days' prior written
     notice to Lender and not including any disclaimer of the insurer's
     liability for failure to give such a notice. Each insurance policy also
     shall include an endorsement providing that coverage in favor of Lender
     will not be impaired in any way by any act, omission or default of Grantor
     or any other person. In connection with all policies covering assets in
     which Lender holds or is offered a security interest, Grantor will provide
     Lender with such loss payable or other endorsements as Lender may require.
     If Grantor at any time fails to obtain or maintain any insurance as
     required under this Agreement, Lender may (but shall not be obligated to)
     obtain such insurance as Lender deems appropriate, including if Lender so
     chooses, "single interest insurance," which will cover only Lender's
     interest in the Collateral.

     Application of Insurance Proceeds. Grantor shall promptly notify Lender of
     any loss or damage to the Collateral. Lender may make proof


<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
Loan No: 9001                     (Continued)                           Page 3

     proceeds thereon, shall be held by Lender as part of the Collateral. If
     Lender consents to repair or replacement of the damaged or destroyed
     Collateral, Lender shall, upon satisfactory proof of expenditure, payor
     reimburse Grantor from the proceeds for the reasonable cost of repair or
     restoration. If Lender does not consent to repair or replacement of the
     Collateral, Lender shall retain a sufficient amount of the proceeds to pay
     all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds
     which have not been disbursed within six (6) months after their receipt and
     which Grantor has not committed to the repair or restoration of the
     Collateral shall be used to prepay the Indebtedness.

     Insurance Reserves. Lender may require Grantor to maintain with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by monthly payments from Grantor of a sum estimated by Lender to be
     sufficient to produce, at least fifteen (15) days before the premium due
     date, amounts at least equal to the insurance premiums to be paid. If
     fifteen (15) days before payment is due, the reserve funds are
     insufficient, Grantor shall upon demand pay any deficiency to Lender. The
     reserve funds shall be held by Lender as a general deposit and shall
     constitute a non-interest-bearing account which Lender may satisfy by
     payment of the insurance premiums required to be paid by Grantor as they
     become due. Lender does not hold the reserve funds in trust for Grantor,
     and Lender is not the agent of Grantor for payment of the insurance
     premiums required to be paid by Grantor. The responsibility for the payment
     of premiums shall remain Grantor's sole responsibility.

     Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender
     reports on each existing policy of insurance showing such information as
     Lender may reasonably request including the following: (1) the name of the
     insurer; (2) the risks insured; (3) the amount of the policy; (4) the
     property insured; (5) the then current value on the basis of which
     insurance has been obtained and the manner of determining that value; and
     (6) the expiration date of the policy. In addition, Grantor shall upon
     request by Lender (however not more often than annually) have an
     independent appraiser satisfactory to Lender determine, as applicable, the
     cash value or replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except
as otherwise provided below with respect to accounts, Grantor may have
possession of the tangible personal property and beneficial use of all the
Collateral and may use it in any lawful manner not inconsistent with this
Agreement or the Related Documents, provided that Grantor's right to possession
and beneficial use shall not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lender's security interest in
such Collateral. Until otherwise notified by Lender, Grantor may collect any of
the Collateral consisting of accounts. At any time and even though no Event of
Default exists, Lender may exercise its rights to collect the accounts and to
notify account debtors to make payments directly to Lender for application to
the Indebtedness. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed to be a
failure to exercise reasonable care. Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral against prior parties,
nor to protect, preserve or maintain any security interest given to secure the
Indebtedness.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Grantor's failure to discharge or pay when due any amounts
Grantor is required to discharge or pay under this Agreement or any Related
Documents, Lender on Grantor's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on the Collateral and paying all
costs for insuring, maintaining and preserving the Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of the Indebtedness and, at Lender's option, will (A) be payable on demand; (8)
be added to the balance of the Note and be apportioned among and be payable with
any installment payments to become due during either ( 1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon Default.

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

     Payment Default. Grantor fails to make any payment when due under the
     Indebtedness.

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

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

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

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

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

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

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to guarantor, endorser, surety, or accommodation party of any of the
     Indebtedness or guarantor, endorser, surety, or accommodation party dies or
     becomes incompetent or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness.


<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No: 9001                        (Continued)                        Page 4

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

     Insecurity. Lender in good faith believes itself insecure.

     Cure Provisions. If any default, other than a default in payment is curable
     and if Grantor has not been given a notice of a breach of the same
     provision of this Agreement within the preceding twelve (12) months, it may
     be cured (and no event of default will have occurred) if Grantor, after
     receiving written notice from Lender demanding cure of such default: (1)
     cures the default within fifteen (15) days; or (2) if the cure requires
     more than fifteen (15) days, immediately initiates steps which Lender deems
     in Lender's sole discretion to be sufficient to cure the default and
     thereafter continues and completes all reasonable and necessary steps
     sufficient to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Utah Uniform Commercial Code. In addition and without
limitation, Lender may exercise anyone or more of the following rights and
remedies:

     Accelerate Indebtedness. Lender may declare the entire Indebtedness,
     including any prepayment penalty which Grantor would be required to pay,
     immediately due and payable, without notice of any kind to Grantor.

     Assemble Collateral. Lender may require Grantor to deliver to Lender all or
     any portion of the Collateral and any and all certificates of title and
     other documents relating to the Collateral. Lender may require Grantor to
     assemble the Collateral and make it available to Lender at a place to be
     designated by Lender. Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral. If the
     Collateral contains other goods not covered by this Agreement at the time
     of repossession, Grantor agrees Lender may take such other goods, provided
     that Lender makes reasonable efforts to return them to Grantor after
     repossession.

     Sell the Collateral. Lender shall have full power to sell, lease, transfer,
     or otherwise deal with the Collateral or proceeds thereof in Lender's own
     name or that of Grantor. Lender may sell the Collateral at public auction
     or private sale. Unless the Collateral threatens to decline speedily in
     value or is of a type customarily sold on a recognized market, Lender will
     give Grantor, and other persons as required by law, reasonable notice of
     the time and place of any public sale, or the time after which any private
     sale or any other disposition of the Collateral is to be made. However, no
     notice need be provided to any person who, after Event of Default occurs,
     enters into and authenticates an agreement waiving that person's right to
     notification of sale. The requirements of reasonable notice shall be met if
     such notice is given at least ten ( 10) days before the time of the sale or
     disposition. All expenses relating to the disposition of the Collateral,
     including without limitation the expenses of retaking, holding, insuring,
     preparing for sale and selling the Collateral, shall become a part of the
     Indebtedness secured by this Agreement and shall be payable on demand, with
     interest at the Note rate from date of expenditure until repaid.

     Appoint Receiver. Lender shall have the right to have a receiver appointed
     to take possession of all or any part of the Collateral, with the power to
     protect and preserve the Collateral, to operate the Collateral preceding
     foreclosure or sale, and to collect the Rents from the Collateral and apply
     the proceeds, over and above the cost of the receivership, against the
     indebtedness. Grantor hereby waives any requirement that the receiver be
     impartial and disinterested as to all of the parties and agrees that
     employment by Lender shall not disqualify a person from serving as a
     receiver.

     Collect Revenues, Apply Accounts. Lender, either itself or through a
     receiver, may collect the payments, rents, income, and revenues from the
     Collateral. Lender may at any time in Lender's discretion transfer any
     Collateral into Lender's own name or that of Lender's nominee and receive
     the payments, rents, income, and revenues there from and hold the same as
     security for the Indebtedness or apply it to payment of the Indebtedness in
     such order of preference as Lender may determine. Insofar as the Collateral
     consists of accounts, general intangibles, insurance policies, instruments,
     chattel paper, chooses in action, or similar property, Lender may demand,
     collect, receipt for, settle, compromise, adjust, sue for, foreclose, or
     realize on the Collateral as Lender may determine, whether or not
     Indebtedness or Collateral is then due. I or these purposes, Lender may, on
     behalf of and in the name of Grantor, receive, open and dispose of mail
     addressed to Grantor; change any address to which mail and payments are to
     be sent; and endorse notes, checks, drafts, money orders, documents of
     title, instruments and items pertaining to payment, shipment, or storage of
     any Collateral. To facilitate collection, Lender may notify account debtors
     and obligors on any Collateral to make payments directly to Lender.

     Obtain Deficiency. If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment against Grantor for any deficiency remaining
     on the Indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this Agreement. Grantor shall
     be liable for a deficiency even if the transaction described in this
     subsection is a sale of accounts or chattel paper.

     Other Rights and Remedies. Lender shall have all the rights and remedies of
     a secured creditor under the provisions of the Uniform Commercial Code, as
     may be amended from time to time. In addition, Lender shall have and may
     exercise any or all other rights and remedies it may have available at law,
     in equity, or otherwise.

     Election of Remedies. Except as may be prohibited by applicable law, all of
     Lender's rights and remedies, whether evidenced by this Agreement, the
     Related Documents, or by any other writing, shall be cumulative and may be
     exercised singularly or concurrently. Election by Lender to pursue any
     remedy shall not exclude pursuit of any other remedy, and an election to
     make expenditures or to take action to perform an obligation of Grantor
     under this Agreement, after Grantor's failure to perform, shall not affect
     Lender's right to declare a default and exercise its remedies.

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

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

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

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

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



<PAGE>
                         COMMERCIAL SECURITY AGREEMENT
 Loan No: 9001                    (Continued)                           Page 5


     Arbitration Disclosures.
     1. ARBITRA TION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY
     VERY LIMITED REVIEW BY A COURT.
     2. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT,
     INCLUDING THEIR RIGHT TO A JURY TRIAL.
     3. DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.
     4. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
     REASONING IN THEIR AWARDS. THE RIGHT TO APPEAL OR SEEK MODIFICATION OF
     ARBITRATORS' RULINGS IS VERY LIMITED.
     5. A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
     AFFILIATED WITH THE BANKING INDUSTRY.
     6. ARBITRA TION WILL APPL Y TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST
     THOSE CONCERNING THE AGREEMENT .
     7. IF YOU HAVE QUESTIONS ABOUT ARBITRA TION, CONSULT YOUR A TTORNEY OR THE
     AMERICAN ARBITRA TION ASSOCIA TION.
     (a) Any claim or controversy "Dispute") between or among the parties and
     their employees, agents, affiliates, and assigns, including, but not
     limited to, Disputes arising out of or relating to this agreement, this
     arbitration provision ("arbitration clause"), or any related agreements or
     instruments relating hereto or delivered in connection herewith ("Related
     Agreements"), and including, but not limited to, a Dispute based on or
     arising from an alleged tort, shall at the request of any party be resolved
     by binding arbitration in accordance with the applicable arbitration rules
     of the American Arbitration Association (the" Administrator"). The
     provisions of this arbitration clause shall survive any termination,
     amendment, or expiration of this agreement or Related Agreements. The
     provisions of this arbitration clause shall supersede any prior arbitration
     agreement between or among the parties.

     (b) The arbitration proceedings shall be conducted in a city mutually
     agreed by the parties. Absent such an agreement, arbitration will be
     conducted in Salt Lake City, Utah or such other place as may be determined
     by the Administrator. The Administrator and the arbitrator(s) shall have
     the authority to the extent practicable to take any action to require the
     arbitration proceeding to be completed and the arbitrator(s), award issued
     within 150 days of the filing of the Dispute with the Administrator. The
     arbitrator(s) shall have the authority to impose sanctions on any party
     that fails to comply with time periods imposed by the Administrator or the
     arbitrator(s), including the sanction of summarily dismissing any Dispute
     or defense with prejudice. The arbitrator(s) shall have the authority to
     resolve any Dispute regarding the terms of this agreement, this arbitration
     clause, or Related Agreements, including any claim or controversy regarding
     the arbitrability of any Dispute. All limitations periods applicable to any
     Dispute or defense, whether by statute or agreement, shall apply to any
     arbitration proceeding hereunder and the arbitrator(s) shall have the
     authority to decide whether any Dispute or defense is barred by a
     limitations period and, if so, to summarily enter an award dismissing any
     Dispute or defense on that basis. The doctrines of compulsory counterclaim,
     res judicata, and collateral estoppel shall apply to any arbitration
     proceeding hereunder so that a party must state as a counterclaim in the
     arbitration proceeding any claim or controversy which arises out of the
     transaction or occurrence that is the subject matter of the Dispute. The
     arbitrator(s) may in the arbitrator(s)' discretion and at the request of
     any party: (1) consolidate in a single arbitration proceeding any other
     claim arising out of the same transaction involving another party to that
     transaction that is bound by an arbitration clause with Lender, such as
     borrowers, guarantors, sureties, and owners of collateral; and (2)
     consolidate or administer multiple arbitration claims or controversies as a
     class action in accordance with Rule 23 of the Federal Rules of Civil
     Procedure.

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

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

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

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

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

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


<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No: 9001                      (Continued)                          Page 6


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

     Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's
     request to submit to the jurisdiction of the courts of SAL T LAKE County,
     State of Utah.

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

     Notices. Unless otherwise provided by applicable law, any notice required
     to be given under this Agreement or required by law shall be given in
     writing, and shall be effective when actually delivered in accordance with
     the law or with this Agreement, when actually received by telefacsimile
     (unless otherwise required by law), when deposited with a nationally
     recognized overnight courier, or, if mailed, when deposited in the United
     States mail, as first class, certified or registered mail postage prepaid,
     directed to the addresses shown near the beginning of this Agreement. Any
     party may change its address for notices under this Agreement by giving
     formal written notice to the other parties, specifying that the purpose of
     the notice is to change the party's address. For notice purposes, Grantor
     agrees to keep Lender informed at all times of Grantor's current address.
     Unless otherwise provided by applicable law, if there is more than one
     Grantor, any notice given by Lender to any Grantor is deemed to be notice
     given to all Grantors.

     Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable
     attorney-in-fact for the purpose of executing any documents necessary to
     perfect, amend, or to continue the security interest granted in this
     Agreement or to demand termination of filings of other secured parties.
     Lender may at any time, and without further authorization from Grantor,
     file a carbon, photographic or other reproduction of any financing
     statement or of this Agreement for use as a financing statement. Grantor
     will reimburse Lender for all expenses for the perfection and the
     continuation of the perfection of Lender's security interest in the
     Collateral.

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

     Successors and Assigns. Subject to any limitations stated in this Agreement
     on transfer of Grantor's interest, this Agreement shall be binding upon and
     inure to the benefit of the parties, their successors and assigns. If
     ownership of the Collateral becomes vested in a person other than Grantor,
     Lender, without notice to Grantor, may deal with Grantor's successors with
     reference to this Agreement and the Indebtedness by way of forbearance or
     extension without releasing Grantor from the obligations of this Agreement
     or liability under the Indebtedness.

     Survival of Representations and Warranties. All representations,
     warranties, and agreements made by Grantor in this Agreement shall survive
     the execution and delivery of this Agreement, shall be continuing in
     nature, and shall remain in full force and effect until such time as
     Grantor's Indebtedness shall be paid in full. Time is of the Essence.

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

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

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

     Agreement. The word" Agreement" means this Commercial Security Agreement,
     as this Commercial Security Agreement may be amended or modified from time
     to time, together with all exhibits and schedules attached to this
     Commercial Security Agreement from time to time.

     Borrower. The word "Borrower" means EPENZIQ, INC., and all other persons
     and entities signing the Note in whatever capacity. Collateral. The word
     "Collateral" means all of Grantor's right, title and interest in and to all
     the Collateral as described in the Collateral Description section of this
     Agreement.

     Default. The word "Default" means the Default set forth in this Agreement
     in the section titled "Default".

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

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

     Grantor. The word "Grantor" means EPENZIQ, INC..

     Guaranty. The word ."Guaranty" means the guaranty from guarantor, endorser,
     surety, or accommodation party to Lender, including without limitation a
     guaranty of all or part of the Note.

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


<PAGE>

                         COMMERCIAL SECURITY AGREEMENT
Loan No: 9001                       (Continued)                         Page 7

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

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

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

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

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER 11, 2001.

GRANTOR:


EPENZIO, INC.

By:/S/_____________________________      By:/S/__________________________
      PAUL S. ANDERSON,                        BRAD V. CRAWFORD,
      President of EPENZIO, INC.               COO of EPENZIO, INC.