Master Lease










                             LANDLORD


        The Towers at South Towne #2 Limited Partnership,
                    a Utah limited partnership










                              TENANT

     English Language Learning and Instruction Systems, Inc.



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                        TABLE OF CONTENTS

1.    OPERATIVE FACTS .................................................... 1

   1.1    Date of Lease .................................................. 1
   1.2    Tenant ......................................................... 1
   1.3    Premises ....................................................... 1
   1.4    Term ........................................................... 1
   1.5    Projected Commencement Date .................................... 1
   1.6    Basic Annual Rent............................................... 1
   1.7    Basic Monthly Rent ............................................. 1
   1.8    Landlord's Operating Expenses .................................. 1
   1.9    Tenant's Operating Expenses .................................... 2
   1.10   Security Deposit ............................................... 2
   1.11   Rent Abatement ................................................. 2

2.   PREMISES; CONSTRUCTION .............................................. 2

   2.1    Building ....................................................... 2
   2.2    Legal Description .............................................. 2
   2.3    Building Elevations ............................................ 2
   2.4    Floor Plans .................................................... 2
   2.5    The Premises ................................................... 2
   2.6    Tenant Improvements ............................................ 3
   2.7    Site Plan ...................................................... 3
   2.8    Parking ........................................................ 3
   2.9    Property ....................................................... 3

3.   TERM ................................................................ 3

   3.1    Length of Term ................................................. 3
   3.2    Actual Commencement Date ....................................... 3

4.   MONTHLY RENT ........................................................ 3

   4.1    Basic Monthly Rent.............................................. 3
   4.2    Additional Rent................................................. 4
   4.3    Late Payments .................................................. 4
   4.4    Annual Lease Rate Escalation ................................... 4

5.   TENANT'S RESPONSIBILITY FOR OPERATING EXPENSES ...................... 4

   5.1    Definitions .................................................... 4
   5.2    Statement of Operating Expenses and
           Estimated Operating Expenses................................... 6
   5.3    Payment of Additional Rent...................................... 6
   5.4    Resolution of Disagreement ..................................... 7
   5.5    Limitation ..................................................... 7

6.   SECURITY DEPOSIT .................................................... 8

   6.1    Deposit ........................................................ 8

                               iii
   6.2    Default......................................................... 8

7.   USE ................................................................. 8

   7.1    Use of Premises ................................................ 8
   7.2    Prohibition of Certain Activities or Uses ...................... 8
   7.3    Affirmative Obligations with Respect to Use .................... 9
   7.4    Judgment of Court............................................... 9
   7.5    Suitability ................................................... 10
   7.6    Taxes.......................................................... 10

8.   UTILITIES AND SERVICE .............................................. 10

   8.1    Obligations of Landlord........................................ 10
   8.2    Additional Services ........................................... 11
   8.3    Utilities Consumption ..........................................11
   8.4    Tenant's Obligations ...........................................12
   8.5    Non Business Hour HVAC and
           Overhead Lighting .............................................12
   8.6    Limitations on Landlord's Liability ............................12

9.   MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS ........................13

   9.1    Maintenance and Repairs by Landlord ............................13
   9.2    Maintenance and Repairs by Tenant...............................13
   9.3    Alterations ....................................................13
   9.4    Landlord's Access to Leased Premises ...........................14

10.   LIENS ..............................................................15

11.   ASSIGNMENT .........................................................15

   11.1   Assignment Prohibited...........................................15
   11.2   Consent To Sublet...............................................16
   11.3   Notice of Assignment............................................16
   11.4   Landlord's Right in Event of Assignment.........................16

12.   INDEMNITY ..........................................................16

   12.1   Indemnification of Landlord ....................................16
   12.2   Release of Landlord ............................................17
   12.3   Notice..........................................................18
   12.4   Litigation .....................................................18

13.   INSURANCE...........................................................18

   13.1   Casualty Insurance..............................................18
   13.2   Tenant's Property and Fixtures..................................18
   13.3   Landlord's Insurance............................................18
   13.4   Tenant's Liability Insurance ...................................19


14.   DAMAGE OR DESTRUCTION...............................................19

   14.1   Landlord's Obligations..........................................19
   14.2   Tenant's Obligation ............................................19
   14.3   Additional Landlord's Obligations ..............................20

15.   CONDEMNATION........................................................20

   15.1   Total Condemnation .............................................20
   15.2   Partial Condemnation ...........................................20
   15.3   Landlord's Option to Terminate .................................20
   15.4   Award ..........................................................20
   15.5   Definition......................................................21

16.   LANDLORD'S RIGHT TO CURE ...........................................21

17.   SUBORDINATION; ATTORNMENT...........................................21

   17.1   Subordination ..................................................21
   17.2   Attornment......................................................22

18.   DEFAULT; REMEDIES; ABANDONMENT; PAST SUMS DUE;
       PENALTY............................................................22

   18.1   Default by Tenant...............................................22
   18.2   Remedies........................................................23
   18.3   Past Due Sums; Penalty .........................................23

19.   PROVISIONS APPLICABLE AT TERMINATION OF LEASE.......................24

   19.1   Surrender of Premises...........................................24
   19.2   Repair of Damage................................................24
   19.3   Holding Over ...................................................24

20.   ESTOPPEL CERTIFICATE................................................24

   20.1   Landlord's Right to Estoppel Certificate........................24

21.   COMMON AREAS........................................................25

   21.1   Definition of Common Areas......................................25
   21.2   License to Use Common Areas.....................................25
   21.3   Deliveries .....................................................26
   21.4   Parking......................................................3, 26

22.   SIGNS, AWNINGS AND CANOPIES.........................................26

23.   HAZARDOUS AND TOXIC SUBSTANCES......................................27

24.   LANDLORD'S RESERVED RIGHTS..........................................27

25.   RULES AND REGULATIONS ..............................................28

26.   MISCELLANEOUS PROVISIONS............................................28

   26.1   No Partnership .................................................28
   26.2   Force Majeure ..................................................28
   26.3   Modification for Lender ........................................28
   26.4   No Light, Air or View Easement..................................28
   26.5   Notices ........................................................28
   26.6   Captions; Attachments ..........................................29
   26.7   Recording ......................................................29
   26.8   Partial Invalidity .............................................29
   26.9   Broker's Commission ............................................29
   26.10  Tenant Defined; Use of Pronouns.................................29
   26.11  Provisions Binding..............................................30
   26.12  Entire Agreement................................................30
   26.13  Recourse by Tenant..............................................30
   26.14  Choice of Law...................................................30
   26.15  Time of Essence.................................................31
   26.16  No Waiver ......................................................31
   26.17  Rights and Remedies.............................................31
   26.18  Authorization...................................................31
   26.19  Joint and Several Liability.....................................31
   26.20  No Construction Against Drafting Party..........................31
   26.21  Waiver of Jury Trial............................................32
   26.22  No Merger.......................................................32
   26.23  Tax Credits.....................................................32
   26.24  LANDLORD'S Fees.................................................32
   26.25  Attorney Fees...................................................32
   26.26  Successors .....................................................32
   26.27  Financial Statements ...........................................33

Signatures ...............................................................33


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EXHIBITS:

   "A"   Legal Description

   "B"   Exterior Elevations

   "C"   Building Floor Plans

   "D"   Tenant Premises

   "E"   Tenant Improvements

   "F"   Site Plan

   "G"   Rules and  Regulations

                         LEASE AGREEMENT

   THIS LEASE AGREEMENT (LEASE) is entered into this        day of October
2002, by and between THE TOWERS AT SOUTH TOWNE #2 LIMITED PARTNERSHIP, a Utah
limited partnership, hereinafter referred to as LANDLORD, and the person or
entity described below, hereinafter referred to as TENANT.

                       W I T N E S S E T H:

   WHEREAS, this Lease relates to a six story office building being located at
406 W. South Jordan Parkway, South Jordan City, Salt Lake County, Utah, and;

   WHEREAS, LANDLORD and TENANT are desirous of entering into this Lease.

   NOW, THEREFORE, for and  in consideration of the mutual promises and
provisions herein contained and for other good and valuable consideration the
receipt and sufficiency whereof are hereby acknowledged, the parties mutually
certify and agree to the following terms and conditions:

   1.  OPERATIVE FACTS.  This Lease is made with respect to the following
salient facts and definitions:

      1.1  Date of Lease:  The latest date of execution hereof by both
parties.

      1.2  TENANT:  English Language Learning and Instruction System, Inc.

      1.3  Premises:  The Premises shall consist of approximately 6,231 square
feet of net rentable area and 5,296 square feet of net usable area on the
sixth floor in the building located at 406 West South Jordan Parkway, South
Jordan, Utah  84095.  The Premises shall further be identified as Suite #610.

      1.4  Term:  Sixty Four (64) months.

      1.5  Projected Commencement Date:  February 1, 2003.

      1.6  Basic Annual Rent:  One Hundred Nine Thousand Forty Two Dollars and
50/100 ($109,042.50) at $17.50 per square foot.

      1.7  Basic Monthly Rent:  Nine Thousand  Eighty  Six  Dollars and 88/10
($9,086.88) per calender month.  Except as Referenced  in Subsection 1.11
below for the first four months of the Lease Term.

      1.8  LANDLORD'S Operating Expenses.  LANDLORD'S share of Operating
Expenses shall be determined as the actual operating expenses per square foot
for the property for the calendar year 2003 (base year) divided by the total
net rentable square feet in the building of 67,233.

      1.9   TENANT'S Operating Expenses.   TENANT'S share of Operating
Expenses shall be computed pursuant to Section 5.

      1.10  Security Deposit.  One month's rent of Nine Thousand Eighty Six
Dollars and 88/100 ($9,086.88).

      1.11  Rent Abatement.  LANDLORD and TENANT  have agreed that TENANT
shall occupy the Premises as referenced herein for the first four months of
the Lease Term from the Commencement date, at no cost to TENANT.

   2.  PREMISES; CONSTRUCTION.  LANDLORD hereby leases to TENANT and TENANT
hereby leases from LANDLORD the property described in this Section:

      2.1  Building.  The Premises shall be situated within a six story office
building (the Building) constructed on the Property (as hereinafter defined).
The average floor plate is approximately 11,000 square feet.  The Building is
serviced by two high speed traction elevators.  The exterior of the Building
is of steel frame construction with an exterior reflective glass curtain wall
which includes thermal efficient double-panned glass windows with brick veneer
trim on the top and bottom floors along with decorative structural brick
veneer columns on the ground floor.  The Building includes common areas,
elevators, stairways, rest rooms and parking facilities as described
hereafter.

      2.2  Legal Description.  The real property upon which the Building is
constructed is legally described in Exhibit "A" which is attached hereto and
by this reference incorporated herein (the Property).

      2.3  Building Elevations.  The exterior elevations of the Building are
described in Exhibit "B" which is attached hereto and by this reference
incorporated herein.

      2.4  Floor Plans.  The floor plans of the Building are attached hereto
as Exhibit "C"and by this reference are incorporated herein.

      2.5  The Premises.  The location and boundaries of the Premises are
shown on the cross hatched portion of Exhibit "D" which is attached hereto and
by this reference incorporated herein.  Net rentable area is defined as net
usable area plus TENANT'S share of common areas equal to a fifteen percent
(15%) load factor.  Net usable area is defined as the space utilized
exclusively by TENANT.  Net rentable area is calculated by dividing net usable
area by 0.85.

      2.6  TENANT Improvements.  LANDLORD shall construct improvements to the
Premises at the LANDLORD'S cost as outlined in the space plan in the Exhibit
"E" hereto and further detailed in the working drawings to be approved by
TENANT, LANDLORD, and South Jordan City.  Quality of floor coverings, finishes
on the walls, etc. to be governed by TENANT Matrix allowances described in
Exhibit "E" hereto.  All construction within the Premises shall comply with
the current building codes and any other requirements imposed by South Jordan
City.

      2.7  Site Plan.  The site plan depicting where the Building is located
on the Property is attached hereto as Exhibit "F" and by this reference
incorporated herein.

      2.8  Parking.  The Building has approximately 220 uncovered parking
spaces.  Approximately five percent (5%) of these spaces will be reserved for
visitor parking with thirty (30) minute time limits, a minimum of two (2)
spaces shall be reserved for handicap parking and up to fifty (50) spaces
shall be available as reserve parking at a reasonable monthly  fee.  The
remaining parking spaces shall be available to all tenants on a
"first-come-first-serve" basis and shall be at no cost to TENANT or other
tenants.

      2.9  Property.  This term as used in this Lease shall refer to all land
area described in the legal description and improvements thereon upon which
the building is constructed.

   3.  TERM.

      3.1  Length of Term.  The initial term of this Lease shall be for Sixty
Four (64) months, plus the partial calendar month, if any, occurring after the
Actual Commencement Date (as hereinafter defined) if the Actual Commencement
Date occurs other than on the first day of a calendar month.  Lease Year shall
include twelve (12) calendar months, except that first Lease Year will also
include any partial calendar month beginning after the Actual Commencement
Date.

      3.2  Actual Commencement Date.  February 1, 2003  Delays in Construction
of Premises by TENANT, unless directly caused by LANDLORD, shall not affect
commencement date.  Notwithstanding the above, TENANT shall have the right to
coordinate with LANDLORD'S Contractor, prior to the completion of LANDLORD'S
improvements, for pre-wiring activities, furniture placement, etc.  In the
event Tenant Improvements are not complete by February 15, 2003 and delays are
not as a result of the TENANT or TENANT'S Subcontractors, then the LANDLORD
shall reimburse TENANT for TENANT'S per diem rent in their Provo office for
each day of delay after February 15, 2003.

   4.  MONTHLY RENT.

      4.1  Basic Monthly Rent.  TENANT agrees to pay LANDLORD, at 10421 South
Jordan Gateway, Suite 600, South Jordan, UT  84095 or at such other address
designated by LANDLORD, the Basic Monthly Rent, without prior demand
therefore, without offset or deduction and in advance before the first day of
each calendar month during the Term, commencing on the Actual Commencement
Date.  TENANT shall, subject to any other adjustments contained in this lease,
pay the monthly lease payments until the expiration of the Lease term.  In the
event the Actual Commencement Date occurs on a day other than the first day of
a calendar month, then the Basic Monthly Rent to be paid on the first day rent
is due shall include both the Basic Monthly Rent for the first full calendar
month occurring after the first day rent is due, plus the Basic Monthly Rent
for the initial fractional calendar month prorated on a per-diem basis (based
upon a thirty (30) day month).

      4.2  Additional Rent.  All charges required to be paid by TENANT
hereunder, including, without limitation, payments for Operating Expenses, and
any other amounts payable hereunder, shall be considered additional rent for
the purposes of this lease (Additional Rent), and TENANT shall pay additional
Rent within ten (10) days of written demand by LANDLORD with reasonable
documentation or otherwise as provided in this lease.

      4.3  Late Payments.  TENANT agrees to pay a late charge equal to five
percent (5%) of the monthly lease payment for any lease payment not received
by LANDLORD as of  5:00 p.m. on the fifth day of each calendar month.  The
late charge will be in addition to any other rights or remedies of LANDLORD
for non-payment of required payments by TENANT as provided for herein.

      4.4  Annual Lease Rate Escalation.  TENANT'S Basic Monthly Rent shall be
increased on the first year anniversary of the first day of the first full
calendar month of the lease Term and on each anniversary thereafter, by the
amount of $.50 (fifty cents) per rentable square foot.  In no event shall
TENANT'S Basic Monthly Rent ever be decreased as a result of this Subsection
4.4.

   5.  TENANT'S RESPONSIBILITY FOR OPERATING EXPENSES.

      5.1  Definitions.  The following words and phrases shall have the
meanings set forth below:

         5.1.1  Operating Year means each calendar year ending during the Term
and the calendar year ending immediately following the last day of the Term.

         5.1.2  Operating Expenses means all reasonable, normal and customary
costs and expenses actually incurred by LANDLORD in connection with the
ownership, operation, management and maintenance of the Building and the
Property and the related  improvements located thereon (the Improvements),
including, but not limited to, all reasonable, normal and customary expenses
incurred by LANDLORD as a result of LANDLORD'S compliance with any and all of
its obligations under this Lease (or under similar leases with other TENANTS)
other than the performance by LANDLORD of its construction obligations under
Section 2 hereof or similar provisions of  leases for other TENANT spaces.  In
explanation of the foregoing, and not in limitation thereof Operating Expenses
shall include (except as set forth in Subsection 7.6 hereof) all fees, costs
and expenses incurred by LANDLORD relating to the following:  all real and
personal property taxes and assessments whether general or special and any tax
or assessment levied or charged in lieu thereof, whether assessed against
LANDLORD and/or TENANT and whether collected from LANDLORD and/or TENANT, snow
and trash removal, utilities, supplies, public liability and fire insurance
with extended coverage, licenses, permits and inspection, legal fees incurred
with respect to enforcing rules and regulations of the building, accounting
fees relating to operations of the Building, services of independent
contractors (exclusive of leasing and sales commission and marketing costs),
reasonable fees and expenses incurred in property management, including,
without limitation, compensation, employment taxes and fringe benefits of all
persons who perform regular and recurring duties connected with day-to-day
operation, maintenance and repair of the Building, its equipment and the
adjacent parking area, driveways, walks and landscaped areas, including
without limitation janitorial, scavenger, gardening, security, parking
(whether underground, on the surface or in an elevated ramp), elevator,
painting, plumbing, electrical, carpentry, heating, ventilation,
air-conditioning, window washing, signing, but excluding persons performing
services not uniformly available to or performed for substantially all TENANTS
of the Building; rental or a reasonable allowance for depreciation of personal
property used in the maintenance, operation and repair of the Building.  All
Operating Expenses shall be computed on an annual basis.  Operating Expenses
shall not include depreciation on the Building and the improvements or amounts
paid toward principal or interest on loans to LANDLORD.

         5.1.3  Notwithstanding the foregoing, not included in Operating
Expenses are:  mortgage payments, free rent, commissions, marketing costs,
accounting expenses relating to LANDLORD'S taxes, advertising costs, legal
expenses involving LANDLORD'S purchase, sale or mortgage of the building or
enforcing other leases in default, capital improvements to the building, costs
including permit license and inspection costs with respect to the installation
or TENANT improvements, costs incurred by LANDLORD for repair or damage to the
property to the extent that LANDLORD is reimbursed by insurance proceeds,
costs incurred by LANDLORD due to LANDLORD'S negligence, violation of TENANT
leases or violation of any statute, law or regulation, costs arising from
latent defects in the base, shell or core of the building or improvements
installed by LANDLORD or repair thereof, tax penalties incurred as a result of
LANDLORD'S failure to file or pay taxes.

         5.1.4  At no time shall operating expenses exceed 100% of the actual
operating expenses incurred by LANDLORD in connection with the operation of
the building.

         5.1.5  Estimated Operating Expenses means the projected amount of
Operating Expenses for any given Operating Year as estimated by LANDLORD, in
its sole discretion.

         5.1.6   During the term of this lease, TENANT'S share of Operating
Expenses for a calendar year shall be equal to "TENANT'S Pro Rata Share" of
Excess Operating Expenses for that particular calendar year, with "Excess
Operating Expenses" being defined as the total Operating Expenses for that
year minus the actual Operating Expenses for calendar year 2003.  If the
computation of Excess Operating Expenses produces a negative number, Excess
Operating Expenses will be deemed to be zero.  As used in this Lease,
"TENANT'S Pro Rata Share" is equal to the total net rentable square footage in
the Premises, divided by the total net rentable square footage in the
Building.  As of the date of this Lease, there are a total of 67,233 net
rentable square feet in the Building, and TENANT'S  Pro Rata Share is 9.3%.

         5.1.7  TENANT'S Share of Operating Expenses for any fractional
calendar year shall be calculated by determining TENANT'S Share of Operating
Expenses for the relevant calendar year and then prorating such amount over
the fractional period of such calendar year.

         5.1.8  TENANT'S Share of Estimated Operating Expenses for a calendar
year means "TENANT'S Pro Rata Share" of Estimated Excess Operating Expenses
for that particular calendar year, with "Estimated Excess Operating Expenses"
being defined as the total Estimated Operating Expenses for that year minus
the actual Operating Expenses for calendar year 2003.  If the computation of
Estimated Excess Operating Expenses produces a negative number, Estimated
Excess Operating Expenses will be deemed to be zero.

         5.1.9   TENANT'S Share of Estimated Operating Expenses for any
fractional calendar year shall be calculated by determining TENANT'S Share of
Estimated Operating Expenses for the relevant calendar year and then prorating
amount over the fractional period of such calendar year.

      5.2  Statement of Operating Expenses and Estimated Operating Expenses.

         5.2.1  After the expiration of any Operating Year, LANDLORD shall
furnish TENANT with a written statement showing in reasonable detail the
computation of TENANT'S Share of Operating Expenses if any, for such year and
the amount by which such amount exceeds or is less than the amounts paid by
TENANT during such year pursuant to Subsection 5.1.2.

         5.2.2  LANDLORD, in its sole discretion, may also furnish TENANT from
time to time, written statements showing in reasonable detail the computation
of TENANT'S Share of Estimated Operating Expenses.

      5.3  Payment of Additional Rent.  TENANT shall pay as Additional Rent
the following amounts at the times indicated:

         5.3.1  Within thirty (30) days after delivery of the written
statement referred to in Subsection 5.2.1 hereof, TENANT shall pay to
LANDLORD, without offset or deduction, the amount by which TENANT's Share of
Operating Expenses, as specified in such written statement, exceeds the amount
of Estimated Operating Expenses actually paid by TENANT for the year at issue.
Payments by TENANT shall be made pursuant to this Subsection 5.3.1
notwithstanding that a statement pursuant to Subsection 5.2.1 is furnished to
TENANT after the expiration of the Term.

         5.3.2  With each payment of Basic Monthly Rent made pursuant to
Section 4 hereof, TENANT shall pay to LANDLORD, without offset or deduction,
one-twelfth (1/12th) of TENANT'S Share of Estimated Operating Expenses as
specified in the last written statement delivered to TENANT pursuant to
Subsection 5.2.2.

         5.3.3  If the written statement delivered pursuant to Subsection
5.2.1 indicates that the amount actually paid by TENANT pursuant to Subsection
5.3.2 for any year exceeds TENANT's Share of Operating Expenses for the same
year, LANDLORD, at its election, may either (i) pay the amount of such excess
to TENANT or (ii) apply such excess against any amount payable by TENANT.

         5.3.4  No failure by LANDLORD to require the payment of Additional
Rent by TENANT for any period shall constitute a waiver of LANDLORD'S right to
collect such Additional Rent for such period or for any subsequent period.

      5.4  Resolution of Disagreement.  Every statement given by LANDLORD
pursuant to Subsection 5.2 shall contain an itemization of all expenses and
LANDLORD shall make available all bills, expenses and checks in support of
such statement.  If TENANT reviews the backup material and disputes the
correctness thereof, the parties shall submit the dispute to a Certified
Public Accountant to be paid by TENANT if the LANDLORD'S statement does not
overstate expenses by 2.5% over the correct amount of expense.  If the
LANDLORD'S statement of expenses is 2.5% over the correct amount, then
LANDLORD shall pay the cost of the Certified Public Accountant.  Pending the
determination of such dispute, within thirty (30) days after receipt of such
statement, TENANT shall pay additional rent in accordance with LANDLORD'S
statement and such statement shall be without prejudice to TENANT'S position.
If the dispute shall be determined in TENANT'S favor, LANDLORD shall forthwith
apply the amount of TENANT'S overpayment in accordance with Subsection
5.3.3(i).

      5.5  Limitation.  Nothing contained in this Section 5 shall be construed
so as to reduce the installments of Basic Monthly Rent payable hereunder below
the amount set forth in Section 1.

   6.  SECURITY DEPOSIT.

      6.1  Deposit.  Upon execution of this Lease, TENANT will deposit with
LANDLORD the Security Deposit as security for the faithful performance by
TENANT of all the terms, covenants and conditions required to be performed by
TENANT hereunder.  The Security Deposit shall be returned to TENANT within
thirty (30) days after the expiration of this Lease and surrender of
possession of the Premises to LANDLORD, if at such time TENANT has performed
fully and faithfully all of the terms, covenants and conditions of this Lease,
LANDLORD shall transfer or credit the Security Deposit to LANDLORD'S successor
in interest, and, provided LANDLORD'S successor in interest assumes all of the
obligations of LANDLORD under this Lease in writing, LANDLORD shall thereupon
be released from any liability for the return of the Security Deposit or the
accounting therefore.

      6.2  Default.   If TENANT is in default, as set forth in Section 18.1
hereof, LANDLORD may use, apply or retain all or any part of the Security
Deposit for the payment of any monetary obligation due hereunder or to
compensate LANDLORD for any other expense or cost which LANDLORD may suffer,
by reason of TENANT'S default under the terms hereof, including any damages or
deficiency in the reletting of the Premises.  If any portion of the Security
Deposit is so used or applied, regardless of whether such use or applications
before or after TENANT has ceased to occupy the Premises, TENANT shall, within
five (5) days after written demand thereof, deposit with LANDLORD cash in an
amount sufficient to restore the Security Deposit to its original amount.

   7.  USE.

      7.1  Use of Premises.  TENANT shall not use or permit the Premises or
any part thereof to be used for any purpose other than for general office
purposes.

      7.2  Prohibition of Certain Activities or Uses.

         7.2.1  TENANT shall not do or permit anything to be done in the
Building or on the Property which may:

         7.2.1.1  Increase the existing rate or violate the provisions of any
insurance carried with respect to the Building or any contents of such
Building.

         7.2.1.2  Create any public or private nuisance, commit waste, or
disturb the quiet enjoyment of any other occupant of the Building.

         7.2.1.3  Violate any present or future law, ordinance, regulation or
requirement of any governmental authority or any restriction or covenant
existing with respect to the Premises or Building or Property whereon it is
located.

         7.2.1.4  Overload the floors or otherwise damage the structure of the
Building.

         7.2.1.5  Constitute an improper, immoral or objectionable purpose.

         7.2.1.6  Increase the cost of electricity, natural gas or other
utility service  beyond that level permitted below by Section 8.

         7.2.1.7  Subject LANDLORD or any other TENANT to any liability to any
third party.

         7.2.2  TENANT shall not bring into or permit the placing within the
Premises of any machine, personal property or fixture heavier than customarily
used in connection with general office purposes.

         7.2.3  TENANT shall not place any holes in any part of the Premises
or place any exterior signs or interior drapes, or similar items visible from
outside the Premises or the Building without prior written consent of
LANDLORD.  TENANT shall have the right to install furniture, fixtures, and
equipment, hang pictures, and decorate the interior of the Premises without
having to obtain LANDLORD'S written consent.  LANDLORD shall at LANDLORD'S
expense repair and/or replace damaged blinds currently in the Premises for use
by TENANT.

      7.3  Affirmative Obligations with Respect  to Use.  TENANT shall, at its
sole cost and expense:

         7.3.1  Comply with all present and future governmental laws,
ordinances, regulations and requirements.

         7.3.2  Comply with the requirements of any board of fire underwriters
or other similar body relating to the Premises, excluding structural changes
not caused by the Improvements or the nature of TENANT's occupancy of the
Premises.

         7.3.3  Keep the Premises in a clean and orderly condition, free of
objectionable noises, odors or nuisances.

      7.4  Judgment of Court.  The judgment of any court of competent
jurisdiction or the admission of TENANT in any action against TENANT, whether
or not LANDLORD is a party thereto, that TENANT has violated any governmental
law, ordinance, regulation or requirement shall be conclusive of that fact as
between LANDLORD and TENANT.  The foregoing sentence shall under no
circumstances, be construed so as to create or confer upon TENANT or any other
person or entity any rights whatsoever with respect to LANDLORD.

      7.5  Suitability.  TENANT acknowledges that, except as expressly set
forth in this Lease, neither LANDLORD nor any other person has made any
representation or warranty with respect to the Premises or any other portion
of the Building or Improvements, nor has LANDLORD agreed to undertake any
modification, alteration or improvement thereof.  Specifically, but not in
limitation of  the foregoing, no representation has been made or relied upon
concerning the suitability of the Premises or any other portion of the
Building or Improvements for the conduct of TENANT'S business.  The Premises,
Building and Improvements (and each and every part thereof) shall be deemed to
be in satisfactory condition unless, on or before the Actual Commencement
Date, TENANT shall give LANDLORD written notice specifying, in reasonable
detail, the respects in which the Premises, Building or Improvements are not
in satisfactory condition.

      7.6  Taxes.  Notwithstanding Subsection 5.1.2 or any other Lease
provision, TENANT shall have sole responsibility for and shall pay all taxes,
assessments, charges and fees which during the Term  may be imposed, assessed
or levied by any governmental or public authority against or upon TENANT,
TENANT'S use of the Premises or any personal property or fixture kept or
installed therein by TENANT.

   8.  UTILITIES AND SERVICE.

      8.1  Obligations of LANDLORD.  During the Term of this lease, subject to
the limitation in Subsection 8.6, and so long as TENANT is not in default
under this lease, LANDLORD agrees to cause to be furnished to the Premises
during customary business hours and during generally recognized business days,
in such manner as is customary in similar buildings in the same geographical
areas, as determined by LANDLORD, the following utilities and services (the
cost of which shall be included within Operating Expenses):

         8.1.1  Electricity, water, gas and sewer service.

         8.1.2  Telephone connection to the core space on the floor on which
the Premises are located, but not including wiring from the core or  telephone
stations and equipment (it being expressly understood and agreed that TENANT
shall be responsible for the ordering and installation of telephone lines and
equipment which pertain to the Premises).

         8.1.3  Snow and trash removal service.

         8.1.4  Landscaping and grounds-keeping service.

         8.1.5  Elevator service.

         8.1.6  Janitorial service five (5) days per week, holidays excluded;
provided, that if TENANT's floor covering or other improvements are other than
standard for the Building, TENANT shall pay the additional cleaning costs, if
any, attributable thereto as Additional Rent upon presentation of a written
statement relating thereto by LANDLORD.

         8.1.7  LANDLORD has entered into an agreement with Utah Power and
Light for the installation of additional energy conservation measures.  Under
the contract, Utah Power loaned money to LANDLORD for the installation of
energy conservation measures.  LANDLORD has contracted to repay the loan to
Utah power and Light through an energy service charge added to the monthly
power bill with those payments to continue for fifteen years.  As far as
TENANT is concerned, even though there will be a monthly service charge added
to the electrical bill for the building and even though this electrical
service charge will be added to the operational expenses of the building as
hereinbefore described, the total cost of electricity to the building plus the
energy service charge will be the same as or lower than the electrical charges
to the TENANT in the absence of these energy conservation measures.

      8.2  Additional Services.  LANDLORD shall have no obligation to provide
utilities, elevator, heating, air conditioning and/or cleaning services to
TENANT beyond the standard services set forth in Subsection 8.1, above, or at
times other than during the Business Hours, as defined in the Rules and
Regulations, but if LANDLORD elects to provide such additional services at
TENANT's request, TENANT shall pay LANDLORD's reasonable charge for such
special services as Additional rent.  The elevator shall be available on a
seven day week, 24 hour a day basis with no additional charge to TENANT.
Electricity shall be available for all wall and floor sockets seven days a
week, 24 hours a day, at no additional cost to TENANT.

      8.3  Utilities Consumption.  TENANT shall not, without the prior written
consent of LANDLORD, use any apparatus or device in the Premises, including,
with out limitation, electronic data processing machines and punch card
machines, which will in any way increase the amount of gas, electricity or
water usually furnished or supplied for use of the Premises as general office
space; nor connect with electric current, except through existing electrical
outlets in the Premises, or water pipes or gas outlets, any apparatus or
device for the purposes of using gas, electrical current or water. If TENANT
shall require water or electric current or any other service in excess of that
usually furnished or supplied for use on the Premises as general office space,
TENANT shall first obtain the prior written consent of LANDLORD, which
LANDLORD will not unreasonably withhold, for the use thereof, and LANDLORD may
cause a special meter to be installed in the Premises so as to measure the
amount of water, electric current or other service consumed.  The cost of any
such meters and of installation, maintenance, and repair thereof shall be paid
for by TENANT, and TENANT agrees to pay LANDLORD promptly upon demand by
LANDLORD for all such water, electric current or other service consumed, as
shown by said meters, at rates charged by the local public utility furnishing
the same, plus any additional expense actually incurred in keeping account of
the water, electric current or other service so consumed. In each such case,
the costs for administering such methods shall be borne by TENANT.
Notwithstanding the foregoing, LANDLORD authorizes TENANT to install
computers, and telephone equipment which TENANT uses in its business, as well
as replacements and successors to the same, so long as such computers and
equipment will not damage the Building.

      8.4   TENANT'S Obligations.  TENANT shall arrange and pay for, prior to
delinquency, the entire cost and expense of all wiring from the core of the
floor on which the Premises are located, telephone stations, equipment and use
charges and all other materials and services not expressly required to be
provided and paid for by LANDLORD pursuant to these provisions.

      8.5   Non Business Hour HVAC and Overhead Lighting.  LANDLORD shall
provide TENANT, at TENANT's request, with heat and air conditioning outside
the Business hours, as defined in the Rules and Regulations, at the rate of
Twenty Dollars ($20.00) per hour.  LANDLORD shall determine the amount of such
usage during Non Business Hours by the installation of a separate time meter
or other measuring device.  LANDLORD shall deliver to TENANT a statement (HVAC
Statement), on a monthly basis, of TENANT's Non Business Hours use of heat and
air conditioning for the previous month.  TENANT shall pay the amount owing to
LANDLORD as set forth in the HVAC Statement, as Additional Rent, within five
(5) days after TENANT's receipt of the HVAC Statement.  If the HVAC System of
the Building is modified or LANDLORD's operating costs change and as a result
of such modification or change LANDLORD offers a rate for Non Business Hours
heat and air conditioning lower or higher than Twenty Dollars ($20.00) per
hour to the Building in general, LANDLORD shall accept, and TENANT shall pay,
such lower or higher amount.  Notwithstanding the foregoing, LANDLORD shall
have no obligation to provide TENANT with heat and air conditioning and space
lighting during Non Business Hours if an Event of Default exists under this
Lease.  With respect to overhead lighting, LANDLORD reserves the right to
charge TENANT a reasonable amount for the expense associated with overhead
lighting required by TENANT during non-business hours.

      8.6  Limitation on LANDLORD'S Liability.  LANDLORD shall not be liable
for and TENANT shall not be entitled to terminate this Lease, to effectuate
any abatement or reduction of rent or to collect any damages by reason of
LANDLORD'S failure to provide or furnish any of the utilities or services set
forth in Section 8 hereof if such failure was occasioned by any strike or
labor controversy, any act or default of TENANT, the inability of LANDLORD to
obtain services from the company supplying the same or any cause beyond the
reasonable control of LANDLORD; provided, however, that if such delay or
service interruption continues for a period in excess of thirty (30)
consecutive days or such delay or interruption renders the Premises or any
portion thereof untenantable for TENANT's normal business operations, the rent
shall thereafter be abated in proportion to the unusable portion of the
Premises for the period of such non-useability.  In no event shall LANDLORD be
liable for loss or injury to persons or property, however arising, occurring
in connection with or attributable to any failure to furnish such utilities or
services even if within the control of LANDLORD.

   9.  MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS.

      9.1  Maintenance and Repairs by LANDLORD.  LANDLORD as part of operating
expense shall maintain in good order, condition and repair the Building and
the Improvements, excluding the Premises and those other portions of the
Building leased, rented or otherwise occupied by persons not affiliated with
LANDLORD.  LANDLORD shall supply and pay for normal janitorial and cleaning
services five (5) days per week, exclusive of holidays, to keep the Building
and Improvements in a clean, sanitary and orderly condition, the cost and
expense of which shall be included in Operating Expenses.

      9.2  Maintenance and Repairs by TENANT.  Subject to LANDLORD'S
obligation to provide janitorial service, TENANT shall maintain the Premises
in good order, condition and repair, reasonable wear and tear excepted,
including without limitation, the following:  electric light bulbs (but not
including fluorescent lights used in fixtures originally installed in the
Premises);  the interior surfaces of the ceilings, walls and interior windows;
and all equipment and fixtures installed by TENANT.  In the event that TENANT
fails to maintain the Premises in good order, condition and repair, LANDLORD
shall give TENANT notice to do such acts as are reasonably required to so
maintain the Premises.  In the event that TENANT fails to promptly commence
such work and diligently prosecute it to completion, LANDLORD shall have the
right to do such acts and expend such funds at the expense of TENANT as are
reasonably required to perform such work.  Any amount so expended by LANDLORD
shall be paid by TENANT promptly within thirty (30) days of notice by LANDLORD
with interest thereon on any amounts that remain unpaid after the expiration
of the thirty (30) day period at eighteen percent (18%) per annum (the
Interest Rate).  LANDLORD shall have no liability to TENANT for any damage,
inconvenience or interference with the use of the Premises by TENANT as a
result of performing any such work other than due to LANDLORD'S negligence or
willful misconduct.

      9.3  Alterations.  TENANT shall not make or cause to be made any
alterations, additions or improvements to the Premises without first obtaining
LANDLORD'S written approval with respect to the work and the contractor which
will perform the same, which approval LANDLORD shall not unreasonably withhold
or delay.  LANDLORD may condition giving written consent to TENANT for
alterations or repairs to the Premises, or may require appropriate bond or
satisfactory lien waivers.   TENANT shall present to LANDLORD written plans
and specifications for such work and the proposed contract with the contractor
at the time such approval is sought.  In the event LANDLORD consents to the
making of any alterations, additions or improvements to the Premises by
TENANT, the same shall be made by TENANT at TENANT's sole cost and expense.
All such alterations, additions and improvements shall be performed (a) in a
first-class and workmanlike manner and diligently prosecuted to completion so
that, except as absolutely necessary during the course of such work, the
Premises shall at all times be a complete operating unit; (b) strictly in
accordance with all laws and ordinances relating thereto; and (c) in a manner
that will not obstruct access to any portion of the Building.  If LANDLORD
authorizes persons requested by TENANT to perform such work, prior to the
commencement of any such work, TENANT shall on request deliver to LANDLORD
copies of all building permits and approvals required by law and certificates
issued by applicable insurance companies evidencing that workmen's
compensation, personal injury liability and property damage insurance are in
force and effect and are maintained by all contractors and subcontractors
engaged by TENANT to perform such work; provided, that such insurance shall be
in amounts, with companies and on forms which are satisfactory to LANDLORD, in
its sole discretion.  Each certificate representing such insurance shall
provide that such insurance may not be canceled without fifteen (15) days
prior written notice to LANDLORD.  Upon completion of the work, a supplemental
certificate of occupancy will be delivered to LANDLORD evidencing that all
required governmental approvals with respect to the work have been granted.
Any alterations, additions or improvements to the Premises, including, but not
limited to, wall covering, paneling and built-in cabinet work, but excepting
movable furniture and equipment, shall become a part of the Premises at the
expiration or prior termination of this Lease and shall be surrendered with
the Premises unless LANDLORD otherwise elects.

      9.4  LANDLORD'S Access to Leased Premises.  LANDLORD shall have the
right to place, maintain and repair all utility equipment of any kind in,
over, upon and under the Premises as may be reasonably necessary for the
servicing of the Premises and any other portion of the Building.  LANDLORD
also shall have the right to enter the Premises at all reasonable times in
order to inspect the same, to supply janitorial service and any other service
to be provided by LANDLORD to TENANT hereunder, to exhibit the Premises to
prospective purchasers and mortgagees, and, during the last six months of the
term, to prospective tenants and lessees, and to make such repairs, additions,
alterations or improvements as LANDLORD may deem desirable.  LANDLORD shall be
allowed to take all material upon the Premises that may be required therefor
without the same constituting an actual or constructive eviction of TENANT in
whole or in part and the rents and other monetary obligations reserved herein
shall in no way abate, while such work is in progress by reason of loss or
interruption of TENANT's business or otherwise; provided, however, that if
such actions continue for a period in excess of thirty (30) consecutive days
or such actions render the entire Premises untenantable for TENANT'S normal
business operations, the rent shall thereafter be abated in proportion to the
unusable portion of the Premises for the period of such non-useability.
TENANT hereby expressly waives any claim for damages for any injury or
inconvenience to or interference with TENANT's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned thereby
except as otherwise provided in this Lease or except to the extent caused by
the negligence or wilful misconduct of LANDLORD or LANDLORD'S employees,
agents, or contractors.  LANDLORD shall at all times have and retain a key
with which to unlock all the doors in, upon and about the Premises, excluding
TENANT's vaults and safes.  LANDLORD shall have the right to use any and all
means which LANDLORD may deem proper to open such doors in an emergency in
order to obtain entry to the Premises.  Any entry to the Premises obtained by
LANDLORD and permitted by this Lease, shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into or detainer of the
Premises or an eviction of TENANT from any portion of the Premises.  LANDLORD
shall be permitted to show the premises to prospective lessees during the last
six (6) months of the Lease.  Any such showings shall be during reasonable
hours, with reasonable notice to TENANT and shall not materially interfere
with TENANT'S business.

   10.  LIENS.  TENANT shall keep the Building and the Property free from any
liens arising out of work performed on or materials furnished to the Premises
or obligations incurred by TENANT and shall indemnify, hold harmless and
defend LANDLORD from any liens and encumbrances arising out of any work
performed or any materials furnished by or at the direction of TENANT.  In the
event that within ten (10) days following the imposition of any such lien or
encumbrance TENANT shall not cause such lien or encumbrance to be released of
record by payment or posting of a proper bond, LANDLORD shall have, in
addition to all other remedies provided herein and by law the right, but not
the obligation, to cause the same to be released by such means as it shall
deem proper, including payment of the claim giving rise to such lien or
encumbrance.  All such sums paid by LANDLORD and all expenses incurred by
LANDLORD in connection therewith including attorney's fees and costs shall be
payable to LANDLORD by TENANT upon demand with interest thereon at the
Interest Rate.  LANDLORD shall have the right at all times to post and keep
posted on the Premises any notices permitted or required by law, or which
LANDLORD shall deem proper, for the protection of LANDLORD and the Premises
and any other party having an interest therein from mechanics' and
materialmen's liens, and TENANT shall give to LANDLORD at least ten (10)
business days prior written notice of the expected date of commencement of any
work relating to alterations or additions to the Premises.

   11.  ASSIGNMENT.

      11.1  Assignment Prohibited.  TENANT shall not transfer, assign,
mortgage or hypothecate this Lease, in whole or in part, permit the use of the
Premises by any person or persons other than TENANT, its employees, customers
and others having lawful business with TENANT or sublet the Premises or any
part thereof, without the prior written consent of LANDLORD in each and every
instance, which consent shall not be unreasonably withheld by LANDLORD.  Such
prohibition against assigning or subletting shall include any assignment or
subletting by operation of law.  Any transfer of this Lease from TENANT by
merger, consolidation, transfer of assets or liquidation shall constitute an
assignment for purposes of this Lease.  In the event that TENANT is a
corporation, an unincorporated association or a partnership, the transfer,
assignment or hypothecation of any stock or interest in such corporation,
association or partnership in the aggregate in excess of forty-nine percent
(49%) shall be deemed an assignment within the meaning of this Subsection
11.1.

      11.2  Consent to Sublet.  LANDLORD and TENANT have agreed that TENANT
shall have the right to sublet their premises provided however that any such
sublet shall conform to all other terms and conditions of such subletting as
provided for in this Lease Agreement.  Consent to any assignment or subletting
shall not operate as a waiver of the necessity for consent to any subsequent
assignment or subletting and the terms of such consent shall be binding upon
any person holding by, under or through TENANT.

      11.3  Notice of Assignment.  If TENANT requests LANDLORD'S consent to an
assignment of this Lease or to a subletting of the whole or any part of the
Premises, TENANT shall submit to LANDLORD the terms thereof, the name of the
proposed assignee or subtenant, such information relating to the nature of its
business and finances as LANDLORD may reasonably require, and the proposed
effective date (the Effective Date) of the proposed assignments or subletting
(which Effective Date shall be neither less than thirty (30) days nor more
than ninety (90) days following the date of TENANT's submission of such
information).

      11.4  LANDLORD'S Right in Event of Assignment.  If this Lease is
assigned or if the Premises or any portion thereof are sublet or occupied by
any person other than TENANT, LANDLORD may collect rent and other charges from
such assignee or other party, and apply the amount collected to the rent and
other charges reserved hereunder, but such collection shall not constitute
consent or waiver of the necessity of consent to such assignment, subletting
or other transfer, nor shall such collection constitute the recognition of
such assignee, subtenant or other party as TENANT hereunder or a release of
TENANT from the further performance of all of the covenants and obligations of
TENANT herein contained.  No consent by LANDLORD to any assignment, subletting
or other transfer by TENANT shall relieve TENANT of any obligation to be
performed by TENANT hereunder, whether occurring before or after such consent,
assignment, subletting or other transfer.  If LANDLORD consents to a proposed
assignment or sublease, then LANDLORD will have the right to require TENANT to
pay to LANDLORD a sum equal to (a) any rent or other consideration paid to
TENANT by any proposed transferee that (after deducting the costs of
commissions and legal fees) is in excess of the rent allocable to the
transferred space then being paid by TENANT to LANDLORD pursuant to this
Lease; (b) any other profit or gain (after deducting any necessary expenses
incurred) realized by TENANT from any such sublease or assignment.  TENANT
shall pay to LANDLORD reasonable fees, not to exceed Five Hundred Dollars
($500.00), incurred in connection with the processing of documents necessary
to the giving of such consent.

   12.  INDEMNITY.

      12.1  Indemnification of LANDLORD.  To the extent of the limits of
liability under  the "Utah Governmental Immunity Act", Sections 63-30-1, et.
seq, Utah Code Annotated (1953 as amended), which TENANT does not waive by
this agreement, each party hereto shall indemnify, defend and hold the other
and the other party's officers, directors, shareholders, partners, employees,
agents, advisers, successors, and assigns harmless from and against (i) any
and all liability, penalties, losses, damages, costs and expenses, demands,
causes of action, claims or judgements arising from or growing out of any
injury to any person or persons or any damage to any property as a result of
any accident or other occurrence during the Term occasioned in any way as a
result of TENANT's or TENANT's officers', employees', agents', servants',
subtenants', concessionaires', licensees', contractors', or invites' use,
maintenance, alteration, occupation, or operation of the Premises during the
Term unless resulting from the negligence or wilful misconduct of the person
otherwise indemnified, and (ii) from and against all costs and charges,
including attorneys' fees and investigation costs, incurred in and about any
of such matters and the defense of any action arising out of the same or in
discharging the parcel or any part thereof from any and all liens, charges or
judgements which may accrue or be placed thereon by reason of any act or
omission of the indemnifying party.  The indemnifying party's obligations
pursuant to the foregoing indemnity shall survive the termination of this
Lease.  In case any proceeding is brought against indemnifying party by reason
of any such claim, the indemnifying party, upon notice from the indemnifying
party, shall defend the same at the indemnifying party's expense by counsel
reasonably satisfactory to the indemnifying party.

      12.2  Release of LANDLORD.  LANDLORD and TENANT each hereby release and
relieve the other, and each waives its entire right of recovery against the
other, for loss or damage arising out of or incident to the perils which the
releasing party is required to insure against under provisions of Section 13,
which perils occur in, on, or about the Premises or the Building of which the
Premises are a part, whether due to the negligence of LANDLORD or TENANT or
their respective agents, employees, contractors, or invites, if and to the
extent that such loss or damage (i) is actually compensated by insurance or
(ii) would have been compensated by insurance except for the fact that the
insuring company availed itself of a defense arising from the action or
failure to act of the releasing party, its employees or agents.  Each party
shall, upon obtaining the policies of insurance which it is required to
maintain under this Lease, give notice to its insurance company or companies
that the foregoing mutual waiver of subrogation is contained in this lease.
Each party shall cause each such insurance policy obtained by it to provide
that the insurance company waive all rights of recovery by way of subrogation
against either party in connection with any damage or liability covered by
such policy.  If any insurance policy cannot be obtained with a waiver of
subrogation, or is obtainable only by the payment of an additional premium
charge above that charged by insurance companies issuing policies with out
waiver of subrogation, the party undertaking to obtain the insurance shall
notify the other party of such fact.  The other party shall have a period of
ten (10) days after receiving the notice either to place the insurance with a
company that is reasonably satisfactory to the other party and that will carry
the insurance with a waiver of subrogation, or to agree to pay the additional
premium if such a policy is obtainable at additional cost.  If the insurance
cannot be obtained with a waiver of subrogation or the party in whose favor a
waiver of subrogation is desired refuses to pay the additional premium charge,
the other party shall be relieved of the obligation to obtain a waiver of
subrogation rights with respect to that particular insurance policy.

      12.3  Notice.  TENANT shall give notice to LANDLORD in case of fire or
accidents in the Premises or of defects therein or in any fixtures or
equipment thereon located.

      12.4  Litigation.  In case LANDLORD, without fault on its part, shall be
made a party to any litigation commenced by or against TENANT, TENANT shall
protect and hold LANDLORD harmless and shall pay all costs, expenses, and
reasonable attorneys' fees incurred therein.  In case TENANT, without fault on
its part, shall be made a party to any litigation commenced by or against
LANDLORD, LANDLORD shall protect and hold TENANT harmless and shall pay all
costs, expenses, and reasonable attorneys' fees incurred therein.

   13.  INSURANCE.

      13.1  Casualty Insurance.  TENANT agrees to maintain at its own expense
such fire and casualty insurance coverage as TENANT may desire or require with
respect to TENANT's personal property, equipment, furniture, fixtures, and
inventory, and LANDLORD shall have no obligation with respect to such
insurance or losses.  All property kept or stored on the Premises by TENANT or
with TENANT's permission shall be so done at TENANT's sole risk, and TENANT
shall indemnify LANDLORD against and hold it harmless from any claims arising
out of loss or damage to same, unless such loss or damage is due to any
intentional or negligent act or omission of LANDLORD.

      13.2  TENANT's Property and Fixtures.  TENANT shall assume the risk of
damage or destruction to TENANT's Personal Property and Alterations performed
by TENANT (and not by LANDLORD or LANDLORD'S contractors).

      13.3  LANDLORD'S INSURANCE.  LANDLORD, at its sole cost and expense,
shall procure and maintain in full force and effect during the term hereof,
comprehensive general liability insurance having combined single limit bodily
injury and property damage coverage of not less than $1 million, insuring
LANDLORD against any liability arising out of ownership, use or occupancy of
the leased premises.  LANDLORD shall supply TENANT with a certificate showing
such insurance to be in full force and effect.  LANDLORD shall insure the
building for full replacement value with respect to "all risk" coverage,
including but not limited to fire and extended coverage.  The policy shall not
be cancelable or subject to reduction of coverage or other modification or
cancellation except after thirty (30) days prior written notice to the other
by the insurer.

      13.4  TENANT'S LIABILITY INSURANCE.  TENANT, at its sole cost and
expense, shall procure and maintain in full force and effect during the term
hereof, comprehensive general liability insurance having combined single limit
bodily injury and property damage  coverage of not less than $1 million,
insuring TENANT against any liability arising out of ownership, use or
occupancy of the leased Premises.  TENANT shall supply LANDLORD with a
certificate showing such insurance to be in full force and effect.   The
policy shall not be cancelable or subject to reduction of coverage or other
modification or cancellation except after thirty (30) days prior written
notice to the other by the insurer.

   14.  DAMAGE OR DESTRUCTION.

      14.1  LANDLORD'S Obligations.  If the Premises shall be partially
damaged by any casualty insured against under any insurance policy maintained
by LANDLORD, LANDLORD shall, upon receipt of the insurance proceeds, repair
the Premises.  Until such repair is complete, the Basic Monthly Rent and
Additional Rent shall be abated proportionately as to that portion of the
Premises rendered untenantable, if any.  Notwithstanding the foregoing, if (a)
by reason of such occurrence the Premises are rendered wholly untenantable; or
(b) the Premises are damaged as a result of a risk which is not covered by
insurance; or (c) the Premises are damaged in whole or in part during the last
six (6) months of the term hereof or of any renewal hereof; or (d) the
Premises or the Building (whether the Premises are damaged or not) is damaged
to the extent of fifty percent (50%) or more of then-monetary value thereof,
either LANDLORD or TENANT may cancel this Lease by notice of cancellation
within sixty (60) days after such event and there upon this Lease shall
expire, and TENANT shall vacate and surrender the Premises to LANDLORD,
provided however, that TENANT shall not have the right to cancel the Lease as
provided in this section unless the damage materially affects the TENANT'S
ability to conduct its business from the Premises.  TENANT's liability for
rent upon the termination of this Lease shall cease as of the effective date
of such termination.  In the event LANDLORD elects to repair any such damage,
any abatement of rent shall end five (5) days after notice by LANDLORD to
TENANT that the Premises have been repaired.  If the damage is caused by the
negligence of TENANT or its employees, agents, invites or concessionaires,
there shall be no abatement of rent if insurance of LANDLORD or TENANT does
not cover the loss and TENANT shall have no right to cancel the Lease.

      14.2  TENANT's Obligation.  LANDLORD shall not be required to repair any
injury or damage caused by fire or any other cause, or to make any restoration
or replacement of any paneling, decoration, partition, railing, floor
covering, office fixture or any other improvement or property installed in the
Premises by TENANT or at the direct or indirect expense of TENANT.  Unless
this Lease is terminated by LANDLORD pursuant to Subsection 14.1 hereof,
TENANT shall be required to restore or replace such improvements and property
in the event of injury or damage in at least a condition equal to that
existing prior to the destruction or casualty.

      14.3  Additional LANDLORD'S Obligation.  TENANT shall not be required to
repair any damage caused by fire or any other cause, or to make any
restoration or replacement of any paneling, decoration, partition, walls,
floors, office equipment, mechanical, heating, ventilating, air conditioning,
plumbing equipment or other parts of the Building or structure.  Unless this
Lease is terminated by TENANT pursuant to 14.1, LANDLORD shall be required to
restore or replace all such improvements, structures and property in the event
of injury or damage in at least a condition equal to that existing prior to
the destruction or casualty.

   15.  CONDEMNATION.

      15.1  Total Condemnation.  If the whole of the Premises shall be
acquired or taken by condemnation proceeding, this Lease shall cease and
terminate as of the date of title vesting in such condemnor.

      15.2  Partial Condemnation.  If any part of the Premises shall be
acquired or taken by condemnation proceeding, and such partial taking shall
render that portion not so taken unsuitable for the business of TENANT, then
this Lease shall cease and terminate as of the date of title vesting in such
condemnor.  If such partial taking does not render the Premises unsuitable for
the business of TENANT, this Lease shall continue in effect except that the
Basic Monthly Rent and Additional Rent shall be reduced in the same proportion
that the portion of the Premises taken bears to the total rented area of the
Premises immediately prior to the taking.  LANDLORD shall, upon receipt of the
award in condemnation, make all necessary repairs or alterations to the
Building in which the Premises are located; provided, however, that LANDLORD
shall not be required to expend for such work an amount in excess of the
amount received by LANDLORD as damages for the part of the Premises so taken.
Amount received by LANDLORD shall mean that part of the award in condemnation
which is free and clear to LANDLORD of any collection by mortgage lenders for
the value of the diminished fee.

      15.3  LANDLORD'S Option to Terminate.  If more than twenty percent (20%)
of the Building shall be acquired or taken by condemnation proceeding,
LANDLORD may, by written notice to TENANT, terminate this Lease.  If this
Lease is terminated as provided in this Subsection 15.3, rent shall be paid up
to the day that possession is so taken by public authority and LANDLORD shall
make an equitable refund of any rent paid by TENANT in advance.

      15.4  Award.  TENANT shall not be entitled to any condemnation award for
any taking, whether whole or partial and whether for diminution in value of
the leasehold or the fee, and assigns to LANDLORD all rights of TENANT, if
any, to receive such award, although TENANT shall have the right, to the
extent that the same shall not reduce LANDLORD'S award, to claim from the
condemnor, but not from LANDLORD, such compensation as may be recoverable by
TENANT in its own right for damages to TENANT's business and fixtures and
moving costs.

      15.5  Definition.  As used in this Section 15 the term condemnation
proceeding means any action or proceeding in which any interest in the
Premises is taken for any public or quasi-public purpose by any lawful
authority through exercise of the power of eminent domain or right of
condemnation or by purchase or otherwise in lieu of and under threat of
condemnation.

   16.  LANDLORD'S RIGHT TO CURE.  In the event of any noncompliance hereunder
by LANDLORD, TENANT shall, before exercising any right or remedy available to
it, give LANDLORD written notice of such noncompliance.  If prior to its
giving such notice TENANT has been notified in writing (by way of Notice of
Assignment of Rents and Leases, or otherwise) of the address of a Lender which
has furnished any of the financing referred to in Section 17 hereof,
concurrently with giving the aforesaid notice to LANDLORD, TENANT shall, by
registered or certified mail postage prepaid, transmit a copy thereof to such
Lender.  For the thirty (30) days following the giving of the notice(s)
required by the foregoing portion of this Section 16 (or such longer period of
time as may be reasonably required to cure a matter which, due to its nature,
cannot reasonably be rectified within thirty (30) days), LANDLORD shall have
the right to cure the noncompliance involved.  If LANDLORD has failed to
effect such cure within such period, any such Lender shall have an additional
thirty (30) days within which to cure the same or, if such default cannot be
cured within that period, such additional time as may be necessary, if within
such thirty (30) day period said Lender has commenced and is diligently
pursuing the actions or remedies necessary to cure the noncompliance involved
(including, but not limited to, commencement and prosecution of proceedings to
foreclose or otherwise exercise its rights under its mortgage or other
security instrument, if necessary to effect such cure), in which event this
Lease shall not be terminated by TENANT so long as such actions or remedies
are being diligently pursued by said Lender.  LANDLORD shall not be liable to
TENANT for any default under this Lease which occurs after the sale of the
Building by LANDLORD, and TENANT agrees that its rights with respect to any
such default, if asserted, shall be asserted against LANDLORD'S successor in
interest, and not against LANDLORD.

   17.  SUBORDINATION; ATTORNMENT.

      17.1  Subordination.  This Lease, at LANDLORD'S option, shall be
subordinate to any existing or future mortgage, deed of trust, ground lease or
declaration of covenants (regarding maintenance and use of any areas contained
in any portion of the Building), declaration of planned unit development,
including, without limitation, the Declaration of Covenants, Conditions and
Restrictions of South Towne, any and all advances made under any mortgage or
deed of trust and all renewals, modifications, amendments, consolidations,
replacements and extensions thereof.  TENANT agrees that with respect to any
of the foregoing documents, no documentation, other than this Lease, shall be
required to evidence such subordination.  If any holder of a mortgage or deed
of trust shall elect to have this Lease superior to the lien of its mortgage
or deed of trust and shall give written notice thereof to TENANT, this Lease
shall be deemed prior to such mortgage or deed of trust or to the date of
recording thereof.  TENANT agrees to execute such documents which may be
required by LANDLORD to confirm such subordination or priority within ten (10)
days of request therefor from LANDLORD.  Notwithstanding anything to the
contrary contained in this Subsection 17.1, so long as TENANT fulfills all its
obligations under this Lease, TENANT's rights under this Lease shall not be
disturbed or impaired by any holder of a mortgage or a deed of trust, or by
any person claiming through or under LANDLORD.  TENANT shall not subordinate
its interests hereunder or in the Premises to any lien or encumbrance other
than those encumbrances described in this Subsection 17.1 without the prior
consent of LANDLORD.  Any attempted unauthorized subordination by TENANT shall
be void and of no force or effect.

      17.2  Attornment.  Any sale, assignment or transfer of LANDLORD'S
interest under this Lease or in the Premises, including any such disposition
resulting from LANDLORD'S default under a debt obligation, shall be subject to
this Lease and TENANT shall attorn to LANDLORD'S successors and assigns and
shall recognize such successors or assigns as LANDLORD under this Lease,
regardless of any rule of law to the contrary or absence of privity of
contract.

   18.  DEFAULT; REMEDIES; ABANDONMENT; PAST SUMS DUE; PENALTY.

      18.1  Default by TENANT.  Upon the occurrence of any of the following
events, LANDLORD shall have the remedies set forth in Subsection 18.2:

         18.1.1  TENANT fails to pay any installment of Basic Monthly Rent or
Additional Rent or any other sum due hereunder within ten (10) days of when
the same shall be due.

         18.1.2  TENANT fails to perform any other term, condition, or
covenant to be performed by it pursuant to this Lease within thirty (30) days
after written notice of such default shall have been given to TENANT by
LANDLORD or if cure would reasonably require more than thirty (30) days to
complete if TENANT fails to commence performance within the thirty (30) day
period or fails to diligently pursue such cure to completion.

         18.1.3  If TENANT or any guarantor of this Lease files a petition in
bankruptcy or for reorganization of for an arrangement pursuant to any federal
or state bankruptcy law or any similar federal or state law, or is adjudicated
bankrupt or makes an assignment for the benefit of creditors or admits in
writing its inability to pay its debts generally as they become due, or if a
petition or answer proposing the adjudication of TENANT or any guarantor of
this Lease as a bankrupt or for reorganization of TENANT or such guarantor
pursuant to any federal or state bankruptcy law or any similar federal or
state law is filed in any court and TENANT or such guarantor consents to or
acquiesces in the filing thereof or such petition or answer is not discharged
or denied within sixty (60) days after the occurrence of any of the foregoing,
or if a receiver, trustee or liquidator of TENANT or such guarantor or of all
or substantially all of TENANT'S or such guarantor's assets or TENANT'S
interest in this Agreement is appointed in any proceeding brought by TENANT or
any guarantor, or if any such receiver, trustee or liquidator is appointed in
any proceeding brought against TENANT or such guarantor and is not discharged
within sixty (60) days after the occurrence thereof, or if TENANT or such
guarantor consents to or acquiesces in such appointment.

      18.2  Remedies.  Upon the occurrence of the events set forth in
Subsection 18.1, LANDLORD shall have, besides other rights and remedies it may
have at law, the following remedies:  LANDLORD may either terminate this Lease
or it may, from time to time without terminating this Lease, make such order
to relet the leased premises, and relet the leased premises or any part
thereof for such term or terms (which may be for a term extending beyond the
term of this Lease) and at such rental or rentals and upon such other terms
and conditions al LANDLORD in its reasonable discretion may deem advisable.
Upon each such reletting, all rentals received by LANDLORD for such reletting
shall be applied:

         (i)  first, to the payment of any indebtedness other than rent due
from TENANT to LANDLORD;

         (ii)  second, to the payment of costs and expenses of such reletting:

      If such rentals received from such reletting during any month be less
than that to be paid during that month by TENANT hereunder, TENANT shall pay
any such deficiency to LANDLORD.  Such deficiency shall be calculated and paid
monthly.  No such taking possession of the leased premises by LANDLORD shall
be construed as an election on its part to terminate this Lease unless a
written notice of such intention be given to TENANT. Notwithstanding any such
reletting without termination, LANDLORD may at any time thereafter elect to
terminate this LEASE for such previous breach.

      18.3  Past Due Sums; Penalty.  If TENANT fails to pay, when the same is
due and payable, any sum required to be paid by it hereunder, such unpaid
amount shall bear interest from the due date thereof to the date of payment at
a fluctuating rate equal to three percent (3%) per annum above the prime rate
of interest charged by Zion's First National Bank, Salt Lake City, Utah.  In
addition thereto, LANDLORD may charge a sum of five percent (5%) of such
unpaid amounts as a service fee.  Notwithstanding the foregoing, LANDLORD'S
right concerning such interest and service fee shall be limited by the maximum
amount which legally may be charged by LANDLORD for such purposes under
applicable law, and all payments referenced herein shall have a five (5) day
grace period prior to assessment of any interest penalty.

   19.  PROVISIONS APPLICABLE AT TERMINATION OF LEASE.

      19.1  Surrender of Premises.  Upon the expiration of this Lease, TENANT
shall peaceably surrender the Premises to LANDLORD broom clean, in good order
and condition, ordinary wear and tear and loss by fire or other casualty
excepted, and shall deliver all keys to LANDLORD.  Subject to Subsection 9.3
hereof, before surrendering the Premises, TENANT shall remove all of its
personal property and trade fixtures and such property and removal thereof
shall in no way damage the Premises, and TENANT shall be responsible for all
costs, expenses and damages incurred in such removal.  If TENANT fails to
remove property from the premises, LANDLORD shall have the rights provided by
Title 78, Chapter 36 of the Utah Code Annotated dealing with "abandonment of
property."  TENANT shall pay LANDLORD all expenses incurred in connection with
the disposition of such property in excess of any amount received by LANDLORD
thereto relating.  No surrender of the Premises shall be effected by
LANDLORD'S acceptance of the keys or of the rent or by any other means
whatsoever without LANDLORD'S written acknowledgement of such acceptance as a
surrender.  TENANT shall not be released from obligation in connection with
surrender of the Premises until LANDLORD has inspected the Premises and
delivered to TENANT a written release.

      19.2  Repair of Damage.  TENANT agrees to repair any damage to the
Building or the Improvements caused by or in connection with the removal of
any articles of personal property, business or trade fixtures, machinery,
equipment, cabinet work, furniture, movable partition or permanent
improvements or additions, including without limitation thereto, repairing the
floor and patching and painting the walls where required by LANDLORD to
LANDLORD'S reasonable satisfaction, all at TENANT'S sole cost and expense.

      19.3  Holding Over.  Because of unauthorized holding over after the
expiration of the term hereof or of any renewal term will cause substantial
damage to LANDLORD which cannot be estimated at the time of execution of the
Lease, any such holding over shall be construed to be a tenancy from
month-to-month at one and one-half (1 1/2) times the Basic Monthly Rent and at
all other sums, rents and charges herein specified (pro-rated on a monthly
basis) and shall, so far as possible, otherwise be on the terms herein
specified.

   20.  ESTOPPEL CERTIFICATE.

      20.1  LANDLORD'S Right to Estoppel Certificate.  TENANT shall, within
ten (10) days after LANDLORD'S request therefor, execute and deliver to
LANDLORD an Estoppel Certificate in recordable form setting forth the
following:  (a) a ratification of this Lease; (b) the Actual Commencement Date
and termination date hereof; (c) a certification that this Lease is in full
force and effect and has not been assigned, modified, supplemented or amended
(except by such writing as shall be stated); (d) that all conditions under
this Lease to be performed by LANDLORD have been satisfied (except as stated
in the writing); (e) that there are no defenses or offsets against the
enforcement of this Lease by LANDLORD, or, in the alternative, those claimed
by TENANT; (f) the amount of advance rent, if any, (or none if such is the
case) paid by TENANT; (g) the date to which rent has been paid; (h) the amount
of security deposited with LANDLORD; and (i) such other information as
LANDLORD (or its mortgagees or potential purchasers of the Premises) may
reasonably request.  In the event TENANT fails within five (5) days after
LANDLORD has delivered to TENANT an Estoppel Certificate pursuant to this
Subsection 20.1 to properly execute and deliver the same to LANDLORD, TENANT
shall be deemed to have consented to such Estoppel Certificate as written.
LANDLORD'S mortgage lenders and/or purchasers shall be entitled to rely upon
such declaration.

   21.  COMMON AREAS.

      21.1  Definition of Common Areas.  Common Areas means all areas, space,
equipment and special services provided for the joint or common use and
benefit of the tenants or occupants of the Building and related Property or
portions thereof, and their employees, agents, licensees and other invites
(collectively referred to herein as Occupants), including without limitation,
the following:  parking ramp and parking areas, access roads, driveways, plaza
retaining walls, landscaped areas, service ways, loading docks, pedestrian
walks, courts, stairs, ramps and sidewalks, common corridors, monuments, water
features, lobby elevators, rooms and rest rooms, air conditioning, fan,
janitorial, electrical and telephone rooms or closets, and all other areas
within the Building which are not specified for exclusive use or occupancy by
LANDLORD or any TENANT (whether or not they are leased or occupied).

      21.2  License to Use Common Areas.  The Common Areas shall be available
for the common use of all Occupants and to the extent such access to the
Common Areas has been or shall be granted, also shall be used by the general
public.  If the amount of such areas shall be changed or diminished, LANDLORD
shall not be subject to any liability so long as TENANT'S use of the Premises
and parking is not materially reduced; interfered with, hindered or adversely
affected.  All common Areas shall be subject to the exclusive control and
management of LANDLORD.  LANDLORD shall have the right to (a) construct,
maintain and operate lighting and their facilities on the Common Areas; (b)
police the same; (c) change the area, level, location and arrangement of
parking areas and other facilities; (d) restrict parking by TENANTS, their
officers, agents and employees; (e) close all or any portion of the Common
Areas to such extent as may be legally sufficient to prevent a dedication of
same or the accrual of any right therein to any person or the public, so long
as TENANT'S use and access to the Premises is not materially reduced,
hindered, interfered with, or adversely affected; and (f) close temporarily
all or any portion of the parking areas or facilities to discourage
non-occupant parking, so long as TENANT'S parking is not materially interfered
with.  LANDLORD shall operate and maintain the Common Areas in such manner as
LANDLORD in its discretion shall determine, shall have full right and
authority to employ and discharge all related personnel, and shall have the
right, through reasonable rules, regulation and/or restrictive covenants
promulgated by it from time to time, to control use and operation of the
Common Areas in order that the same may occur in a proper and orderly fashion.

      21.3  Deliveries.  All deliveries to and from the Premises shall be made
using those areas of the Building designated for deliveries by LANDLORD,
during the time periods reasonably specified by LANDLORD, and so as to cause
the minimum amount of interference with the business of other TENANTS of the
Building or impedance of traffic corridors or blockage of stairwells or fire
exits from the Building.

      21.4  Parking.  Automobiles of TENANT and all Occupants associated with
TENANT shall be parked only within parking areas not otherwise reserved by
LANDLORD or specifically designated to use by any other TENANT and/or
occupants associated with any other  tenant, and shall observe visitor parking
time limitations.  LANDLORD or its agents, shall, without any liability to
TENANT or its occupants have the right (but not the obligation) to cause to be
removed any automobile that may be wrongfully parked in a prohibited or
reserved parking area, and TENANT agrees to indemnify, defend and hold
harmless LANDLORD from and against any and all claims asserted or arising with
respect to or in connection with any such removal of an automobile.  TENANT
shall from time to time, upon request of LANDLORD, supply LANDLORD with a list
of license plate numbers of all automobiles owned by TENANT or its day-to-day
Occupants.  TENANT shall not allow its employees or agents to park in
uncovered parking spaces overnight without prior written consent of LANDLORD.

   22.  SIGNS, AWNINGS AND CANOPIES.  LANDLORD, at LANDLORD's expense shall
provide access to monument sign, lobby directory, and suite entry
identification signs for TENANT, in accordance with LANDLORD's signage
standards. TENANT shall not place or suffer to be placed or maintained on any
exterior door, wall or window of the Premises, or elsewhere in the Building,
any sign, awning, marquee, decoration, lettering, attachment, canopy,
advertising matter or other thing of any kind, and will not place or maintain
any decoration, lettering or advertising matter on the glass of any window or
door of the Premises without first obtaining LANDLORD'S written approval,
which shall not be unreasonably withheld. Any other sign as may be approved by
LANDLORD placed or erected by TENANT in the building or Premises shall be
installed at TENANT's sole cost and expense.  TENANT shall further maintain
such sign, awning, canopy, decoration, lettering, advertising matter or other
things as may be approved in good condition and repair at all times.  LANDLORD
may, at TENANT'S cost, and without liability to TENANT, enter the Premises and
remove any item erected in violation of this Section 22.  LANDLORD may
establish rules and regulations governing the size, type and design of all
signs, decorations, etc., and TENANT agrees to abide by same. TENANT shall
remove any such sign not erected by LANDLORD in accordance with LANDLORD's
signage standards upon termination of this Lease and shall return the site of
such sign to its condition prior to the placement or erection of the sign.

   23.  HAZARDOUS AND TOXIC SUBSTANCES.  TENANT shall strictly comply with all
statutes, laws, ordinances, rules, regulations, and precautions now or
hereafter mandated or advised by any federal, state, local or other
governmental agency with respect to the use, generation, storage, or disposal
of hazardous, toxic, or radioactive materials (collectively, Hazardous
Materials). TENANT shall not cause, or allow anyone else to cause, and
Hazardous Materials to be used, generated, stored, or disposed of on or about
the Premises, parcel, or Building, other than in compliance with applicable
law, without the prior written consent of LANDLORD, which consent may be
withheld in the sole discretion of LANDLORD, and which consent may be revoked
at any time. TENANT's indemnification of LANDLORD pursuant to Subsection 12.1,
above, shall extend to all liability, including all fines and penalties, and
all foreseeable and unforeseeable consequential damages, directly or
indirectly arising out of the use, generation, storage, or disposal of
Hazardous materials by TENANT or any person claiming under TENANT, including,
without limitation, the cost of any required or necessary repair, cleanup, or
detoxification and the preparation of any closure or other required plans,
whether such action is required or necessary prior to or following the
termination of this Lease, to the full extent that such action is
attributable, directly or indirectly, to the use, generation, storage, or
disposal of hazardous Materials by TENANT or any person claiming under TENANT.
Neither the written consent by LANDLORD to the use, generation, storage, or
disposal of Hazardous Materials or the strict compliance by TENANT with all
statutes, laws, ordinances, rules, regulations, and precautions pertaining to
hazardous materials shall excuse TENANT from TENANT's obligation of
indemnification pursuant to this subsection.

   24.  LANDLORD'S RESERVED RIGHTS.  Without liability to TENANT (except for
damages caused by the reckless or willful misconduct of LANDLORD or its
agents), LANDLORD, subject to applicable provisions of this Lease, shall have
the right at any time or from time to time (a) upon at least twenty (20) days'
prior notice to TENANT, change the name or street address of the Building; (b)
without notice, install and maintain signs on the exterior of the Building;
(c) upon notice to TENANT, and subject to the provisions of Subsection 9.4,
enter the Premises and perform any obligation of TENANT hereunder which TENANT
has failed to perform satisfactorily; (d) without notice, make changes,
alterations and additions to the Building or the Property; (e) exhibit the
Premises to prospective TENANTS, mortgagees and purchasers upon reasonable
notice; (f) without notice, enter into the Premises to take such measures as
LANDLORD may deem advisable for the safety, security and welfare of the
Building and its Occupants and for such purposes, to bring into and through
the Premises or any part of the Building, all required tools, equipment and
materials and to temporarily suspend the use of doors, corridors or other
facilities of the Building.

   25.  RULES AND REGULATIONS.  The Rules and Regulations set forth on Exhibit
"G" are hereby made a part of this Lease.  LANDLORD may from time to time
amend, modify, delete or add rules and regulations for the use and care of the
Building and the Property, provided that changes in the Rules and Regulations
shall not unreasonably affect TENANT.  Such amendment, modification, deletion
or addition shall be effective upon notice thereof to TENANT from LANDLORD.
TENANT will cause its employees, agents or any other persons permitted by
TENANT to occupy or enter the Premises to at all times abide by all of such
Rules and Regulations.  In the event of any breach of any of such Rules or
Regulations, LANDLORD may, subject to the cure rights provided in Subsection
18.1.2, exercise any or all of the remedies in this Lease which are provided
for in the event of default by TENANT and may, in addition, exercise any
remedies available at law or in equity including the right to enjoin any
breach of such Rules and Regulations.  No act performed by LANDLORD or its
agents during the term of the Lease to enforce such Rules and Regulations
shall constitute an eviction of TENANT by LANDLORD, nor shall it be deemed an
acceptance or surrender of the Premises.  LANDLORD shall not be responsible to
TENANT for the failure by any other TENANT or person to observe any such Rules
and Regulations.

   26.  MISCELLANEOUS PROVISIONS.

      26.1  No Partnership.  LANDLORD does not by this Lease, in any way or
for any purpose, become a partner or joint venturer of TENANT in the conduct
of its business or otherwise.

      26.2  Force Majeure.  LANDLORD shall be excused for the period of any
delay in the performance of any obligations hereunder when prevented from so
doing by cause or causes beyond LANDLORD'S control, including labor disputes,
civil commotion, war, governmental regulations or controls, fire or other
casualty, inability to obtain any material or service or acts of God.

      26.3  Modification for Lender.  If, in connection with obtaining
construction, interim, or permanent financing for the Building or parcel, the
lender shall request reasonable modifications in this Lease as a condition to
such financing, TENANT will not unreasonably withhold, delay, or defer its
consent thereto, provided that such modifications do not increase the
obligations of TENANT hereunder or materially adversely affect the leasehold
interest hereby created or TENANT's rights hereunder. TENANT shall execute any
documentation that LANDLORD or the lender deems reasonably necessary within
ten (10) days after written request by LANDLORD.

      26.4  No Light, Air or View Easement.  Any diminution or shutting off of
light, air or view by any structure which may be erected on lands adjacent to
or in the vicinity of the Building shall in no way affect this Lease or impose
any liability on LANDLORD.

      26.5  Notices.  Any notice, demand, request, or other instrument which
may be or is required to be given under this Lease shall be delivered in
person or sent by United States certified or registered mail, postage prepaid
and for LANDLORD shall be addressed and sent to THE TOWERS AT SOUTH TOWNE #2
JOINT VENTURE, Attention:  Dan E. Christensen, 10421 South Jordan Gateway,
Suite 600, South Jordan, Utah 84095; and provided further that the address for
TENANT set forth in Section 1, Subsection 1.2 of this Lease shall be the
effective location for notices to TENANT.  Either party may designate such
other address as shall be given by written notice.

      26.6  Captions; Attachments.

         26.6.1  The captions to the Sections and Subsections of this Lease
are for convenience of reference only and shall not be deemed relevant in
resolving questions of construction or interpretation under this Lease.

         26.6.2  Exhibits referred to in this Lease and any addendum, riders
and schedules attached to this Lease shall be deemed to be incorporated in
this Lease as though a part of Lease.

      26.7  Recording.  TENANT shall not record this Lease or a memorandum
hereof without the written consent of LANDLORD.  LANDLORD, at its option and
at any time, may file this Lease or a memorandum hereof for record with the
Recorder of the County in which the Property is located, and LANDLORD shall
notify TENANT of the same.

      26.8  Partial Invalidity.  If any provision of this Lease or the
application thereof to any person or circumstance shall to any extent be
invalid, the remainder of this Lease or the application of such provision to
persons or circumstances other than those as to which it is held invalid shall
not be affected thereby and each provision of this Lease shall be valid and
enforced to the fullest extent permitted by law.

      26.9  Broker's Commission.  LANDLORD agrees to pay a commission to
Coldwell Banker per the leasing agreement between Coldwell Banker and
LANDLORD.  Payment to be made at date of occupancy by TENANT and shall be
subject to TENANT occupying the Premises.  TENANT shall not be obligated to
pay any commission to any brokers or real estate agents.

      26.10  TENANT Defined; Use of Pronouns.  The word TENANT shall be deemed
to mean each and every person or party executing this document as a TENANT
hereunder.  If there is more than one person or organization set forth on the
signature line as TENANT, their liability hereunder shall be joint and
several.  If there is more than one TENANT, any notice required or permitted
by the terms of this Lease may be given by or to any one TENANT, and shall
have the same force and effect as if given by or to all TENANTS.  The use of
the neuter singular pronoun to refer to LANDLORD or TENANT shall be deemed a
proper reference even though LANDLORD or TENANT may be an individual,
partnership, corporation or a group of two or more individuals, partnerships
or corporations.  The necessary grammatical changes required to make the
provisions of this Lease apply in the plural sense where there is more than
one LANDLORD or TENANT and to corporations, associations, partnerships,
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.

      26.11  Provisions Binding, etc.  Except as otherwise provided, all
provisions herein shall be binding upon and shall inure to the benefit of the
parties, their legal representatives, heirs, successors and assigns.  Each
provision to be performed by TENANT shall be constructed to be both a covenant
and a condition, and if there shall be more than one TENANT, they shall all be
bound, jointly and severally, by such provisions.  In the event of any sale or
assignment (except for purposes of security or collateral) by LANDLORD of the
Building, the Premises or this Lease, LANDLORD shall be entirely relieved of
all of its obligations hereunder accruing from and after such sale or
assignment and such obligations shall, as of the time of such sale or
assignment or on the Actual Commencement Date, whichever is later,
automatically pass to LANDLORD'S successor in interest.

      26.12  Entire Agreement, etc.  This Lease and the Exhibits, Riders
and/or addenda, if any, attached hereto, constitute the entire agreement
between the parties.  Any guaranty attached hereto is an integral part of this
Lease and constitutes consideration given to LANDLORD to enter into this
Lease.  Any prior conversations or writings are merged herein and
extinguished.  No subsequent amendment of this Lease shall be binding upon
LANDLORD or TENANT unless reduced to writing and signed.  Submission of this
Lease for examination does not constitute an option for the Premises and this
Lease becomes effective as a Lease only upon execution and delivery thereof by
LANDLORD to TENANT.  It is hereby agreed that this Lease contains no
restrictive covenants or exclusions in favor of TENANT.

      26.13  Recourse by TENANT.  Anything in this Lease to the contrary
notwithstanding, TENANT agrees that it shall look solely to the equity of
LANDLORD in the Building in which the Premises are located and the Property
upon which the Building is situated, subject to prior rights of any mortgagee
(including mortgagees, advancing monies after the date of this Lease), for the
collection of any judgment (or other judicial process) requiring the payment
of money by LANDLORD in the event of any default or breach by LANDLORD with
respect to any of the terms, covenants and conditions of this Lease to be
observed and/or performed by LANDLORD, and no other assets of LANDLORD shall
be subject to levy, execution or other procedures for the satisfaction of
TENANT'S remedies.

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

      26.15  Time of Essence.  Time is of the essence of this Lease.

      26.16  No Waiver.  No failure by LANDLORD to insist upon the strict
performance of any covenant, duty, agreement or condition of this Lease or to
exercise any right or remedy consequent upon a breach thereof shall constitute
a waiver of any such breach or any other covenant, agreement, term or
condition.  LANDLORD may, by notice delivered in the manner provided in this
Lease, but shall be under no obligation to waive any of its rights or any
conditions to its obligations hereunder, or any duty, obligation or covenant
of TENANT.  No waiver shall affect or alter the remainder of this Lease but
each and every other covenant, agreement term and condition hereof shall
continue in full force and effect with respect to any other then existing or
subsequently occurring breach.

      26.17  Rights and Remedies.  The rights and remedies of LANDLORD shall
not be mutually exclusive and the exercise of one or more of the provisions of
this Lease shall not preclude the exercise of any other provisions.  TENANT
confirms that damages at law may be an inadequate remedy for a breach or
threatened breach by TENANT of any of the provisions hereof.  LANDLORD'S
rights and TENANT'S obligations hereunder shall be enforceable by specific
performance, injunction or any other equitable remedy, but nothing herein
contained is intended or shall limit or affect any rights at law or by statute
or otherwise of LANDLORD against TENANT for a breach or a threatened breach of
any provision hereof, it being the intention by this Section to make clear the
agreement of the parties hereto and the right of LANDLORD and obligations of
TENANT hereunder shall be enforceable in equity as well as at law or
otherwise.

      26.18  Authorization.  Each individual executing this Lease does thereby
represent and warrant to each other so signing (and each other entity for
which another person may be signing) that he has been duly authorized to
deliver this Lease in the capacity and for the entity set forth where he
signs.

      26.19  Joint and Several Liability.  If TENANT is composed of more than
one signatory to this Lease, each signatory will be jointly and severally
liable with each other signatory for payment and performance according to this
Lease. The act of, written notice to, written notice from, refund to, or
signature of any signatory to this Lease (including without limitation
modifications of this Lease made by fewer than all such signatories) will bind
every other signatory as though every other signatory had so acted, or
received or given the written notice or refund, or signed.

      26.20  No Construction Against Drafting Party.  LANDLORD and TENANT
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and that this Lease will not be construed against LANDLORD
merely because LANDLORD has prepared it.

      26.21  Waiver of Jury Trial.  LANDLORD and TENANT by this Section 28.22
waive trial by jury in any action, proceeding, or counterclaim brought by
either of the parties to this Lease against the other on any matters
whatsoever arising out of or in any way connected with this Lease, the
relationship of LANDLORD and TENANT, TENANT'S use or occupancy of the
premises, or any other claims (except claims for personal injury or property
damage), and any emergency statutory or any other statutory remedy.

      26.22  No Merger.  The voluntary or other surrender of this Lease by
TENANT or the cancellation of this Lease by mutual agreement of TENANT and
LANDLORD or the termination of this Lease on account of TENANT'S default will
not work a merger, and will, at LANDLORD'S option, (a) terminate all or any
subleases and subtenancies or (b) operate as an assignment to LANDLORD of all
or any subleases or subtenancies. LANDLORD'S option under this Section 26.22
will be exercised by written notice to TENANT and all known sublessees or
subtenants in the premises or any part of the premises.

      26.23  Tax Credits.  LANDLORD is entitled to claim all tax credits and
depreciation attributable to leasehold improvements in the premises. Promptly
after LANDLORD'S demand, LANDLORD and TENANT will prepare a detailed list of
the leasehold improvements and fixtures and their respective costs for which
LANDLORD or TENANT has paid. LANDLORD will be entitled to all credits and
depreciation for those items for which LANDLORD has paid by means of any
tenant finish allowance or otherwise. TENANT will be entitled to any tax
credits and depreciation for all items for which TENANT has paid with funds
not provided by LANDLORD.

      26.24  LANDLORD'S Fees.  Whenever TENANT requests LANDLORD to take any
action or give any consent required or permitted under this Lease, TENANT will
reimburse LANDLORD for all of LANDLORD'S reasonable costs incurred in
reviewing the proposed action or consent, including without limitation
reasonable attorneys', engineers' or architects' fees, within 10 days after
LANDLORD'S delivery to TENANT of a statement of such costs. TENANT will be
obligated to make such reimbursement without regard to whether LANDLORD
consents to any such proposed action.

      26.25  Attorney's Fees.  In the event that at any time during the term
of this Lease either LANDLORD or TENANT institutes any action or proceeding
against the other relating to the provisions of this Lease or any default
hereunder, the unsuccessful party in such action or proceeding shall reimburse
the successful party for the reasonable expenses of such action including
reasonable attorneys' fees incurred therein by the successful party.

      26.26  Successors.  LANDLORD shall not be liable to TENANT for any
default or breach under this Lease which occurs after the sale of the Building
or Premises by LANDLORD.

      26.27 Financial Statements.  This Lease shall become effective upon
LANDLORD'S review and approval of current Financial Statement of TENANT.


      IN WITNESS WHEREOF, LANDLORD and TENANT have executed this lease on the
day first set forth above.


LANDLORD:

THE TOWERS AT SOUTH TOWNE #2 LIMITED PARTNERSHIP



By: /s/ James A. Morse Jr,



TENANT:

English Language Learning And Instruction System, Inc.



By: /s/ David M. Rees


STATE OF UTAH            )
                         :ss
COUNTY OF SALT LAKE      )

   On the   2nd day of December , 2002, personally appeared before me James A
Morse, Jr. who being first duly sworn under oath, does depose and state that
he is a general partner of THE TOWERS AT SOUTH TOWNE #2 LIMITED PARTNERSHIP,
and that he did execute the foregoing instrument for and on behalf of said
TOWERS AT SOUTH TOWNE partnership as a general partner of said Utah
partnership pursuant to the partnership agreement and that said Utah
partnership did execute the same.

/s/ Tamara Starley
______________________________
Notary Public              [ Notary seal appears here]





STATE OF UTAH            )
                         :ss
COUNTY OF SALT LAKE      )

   On the          day of                           , 2002, personally
appeared before me _________________________________ who being first duly
sworn under oath, does depose and state that he is _______________________,
and that he did execute the foregoing instrument for and on behalf of said
corporation as _______________________ of said corporation and that said
corporation did execute the same.

______________________________
Notary Public

                            EXHIBIT A

                         LEGAL DESCRIPTION

                          MID RISE SITE

   Beginning at a point S 89o 07' 37" W 1271.58 feet and N 00o 05' 54" W
73.007 feet from the Center of Section 13, Township 3 South, Range 1 West,
Salt Lake Base and Meridian, and running thence N 00o 05' 54" W 499.457 feet;
thence N 69o 32' 35" E 198.635 feet; thence S 35o 44' 35" E 32.714 feet to the
point of beginning of a 316.552 foot radius curve to the left (Bearing to the
center is N 75o 02' 35" E); thence along the arc of said curve 332.040 feet
(Delta = 60o 05' 57"); thence S 45o 14' 35" E 147.598 feet; thence S 00o 14'
35" E 76.339 feet; thence S 89o 07' 57" W 392.172 feet to the point of
beginning.  Contains 131,398.366 square feet = 3.017 acres.

                        JOINT USE PARKING

   Beginning at a point S 89o 07' 37" W 879.226 feet and N 00o 14' 35" W
149.343 feet from the Center of Section 13, Township 3 South, Range 1 West,
Salt Lake Base and Meridian, and running thence N 45o 14' 35" W 147.598 feet;
to the point of beginning of a 316.552 foot radius curve to the right (Bearing
to center is N 44o 51' 28" E); thence along the arc of said curve 332.040 feet
(Delta = 60o 05' 57"); thence S 35o 44' 35" E 92.930 feet to the point of
beginning of a 250.923 foot radius curve to the left (Bearing to center is S
88o 31' 27" E); thence along the arc of said curve 205.151 feet (Delta = 46o
50' 39"); thence S 45o 14' 35" E 146.858 feet; thence S 44o 45' 25" W 65.000
feet to the point of beginning.  Contains 27,096.146 square feet = 0.622
acres.

                10600 DEDICATION AND MID-RISE SITE

   Beginning at a point S 89o 07' 37" W 1271.58 feet and N 00o 05' 54" W
33.002 feet from the Center of Section 13, Township 3 South, Range 1 West,
Salt Lake Base and Meridian, and running thence N 00o 05' 54" W 40.004 feet;
thence N 89o 07' 37" E 392.172 feet; thence S 00o 14' 35" E 40.002 feet;
thence S 89o 07' 37" W 392.273 feet to the point of beginning.  Contains
15,688.909 square feet = 0.360 acres







                            EXHIBIT B

                       EXTERIOR ELEVATIONS



                  [ Attach Exterior Elevations ]









                             EXHIBIT C

                       BUILDING FLOOR PLANS



                  [ Attach Building Floor Plans ]











                            EXHIBIT D

                         TENANT PREMISES



                    [ Attach Tenant Premises ]















                             EXHIBIT E

                       TENANT IMPROVEMENTS



LANDLORD and TENANT have agreed that the Premises will be constructed per the
attached space plan and in general conformance to the Tenant Matrix below at
LANDLORD's cost.

Standard Improvement - TENANT Matrix.

   A.  Definition.  Standard improvements are defined to include the following
items which will include all related materials, labor, supervision and
overhead to construct the improvements.

      (1) TENANT Standard Improvements - Typical Suite

      Walls - metal studs and drywall
      Paint - prime and finish coat (per color board)
      Lighting Fixture - parabolic 2 x 4
      Carpet - 30 oz (per color board)
      Ceiling - 2/2 grid
      Base - rubber (per color board)
      Entry Doors - 3' x 8' oak veneer (stained per color board)
      Interior Doors - 3' x 6'8" oak veneer (stained per color board)
      Hardware - bright brass
      HVAC including one 24 hour zone for computer room
      Suspension ceiling

      (2) TENANT Finish Improvements (per 1,000 sf)

      Partition - interior         73 lf/1,000 sf
      Doors - Entry                1/3,000 sf
      Lighting Fixture             10/1,000 sf
      Electrical Outlets           8/1,000 sf
      Electrical Light Switches    6/1,000 sf
      Telephone Outlets            6/1,000 sf
      HVAC Zone                    12 zones per floor









                            EXHIBIT G

                       RULES AND REGULATIONS

   The Rules and Regulations set forth in this Exhibit G shall be and hereby
are made a part of the Tenancy in the Building.  Whenever the term TENANT is
used in these Rules and Regulations, it shall be deemed to include TENANT, its
employees or agents and any other persons permitted by TENANT to occupy or
enter the Premises.  The following Rules and Regulations may from time to time
be modified by LANDLORD.

      1.  Obstruction.  The sidewalks, entries, passages, corridors, halls,
lobbies, stairways, elevators and other common facilities of the Building
shall be controlled by LANDLORD and shall not be obstructed by TENANT or used
for any purpose other than ingress or egress to and from the Premises.  TENANT
shall not place any item in any of such locations, whether or not any such
item constitutes an obstruction, without the prior written consent of
LANDLORD.  LANDLORD shall have the right to remove any obstruction or any such
item without notice to TENANT and at the expense of TENANT.

      2.  Ordinary Business Hours.  Whenever used in these Regulations, the
ordinary business hours of the Building shall be from 7:30 a.m. to 6:30 p.m.,
Monday through Friday, and from 7:30 a.m. to 12:00 noon on Saturday, excluding
legal holidays.  All persons entering or leaving the Building during hours
other than ordinary business hours, as defined above, may be required to do so
under such regulations as the LANDLORD may impose.

      3.  Deliveries.  TENANT shall insure that all deliveries of supplies to
the Premises shall be made only through such access as may be designated by
LANDLORD for deliveries and only during the ordinary business hours of the
Building.  LANDLORD may impose upon said deliveries restrictions or conditions
to insure that deliveries are effectuated without damage to the building.  If
any person delivering supplies to TENANT damages any part of the Building,
TENANT shall pay to LANDLORD upon demand the amount required to repair such
damage.

      4.  Moving.  Furniture and equipment shall be moved in and out of the
Building only through such access as may be designated by LANDLORD for
deliveries and then only during such hours and in such manner as may be
prescribed by LANDLORD.  If TENANT'S movers damage any part of the Building,
TENANT shall pay to LANDLORD upon demand the amount required to repair such
damage.

      5.  Heavy Articles.  No safe or article, the weight of which may, in the
opinion of LANDLORD, constitute a hazard of damage to the Building or its
equipment shall be moved into the Premises.  Safes and other heavy equipment,
the weight of which will not constitute a hazard or damage the Building or its
equipment shall be moved into, from or about the Building only during such
hours and in such manner as shall be prescribed by LANDLORD in its sole and
absolute discretion.

      6.  Nuisance.  TENANT shall not do or permit anything to be done in the
Premises, or bring or keep anything therein which would in any way constitute
a nuisance or waste, or obstruct or interfere with the rights of other TENANTS
of the Building, or in any way injure or annoy them, or conflict with the laws
relating to fire, or with any regulations of the fire department, or with any
insurance policy upon the Building or any part thereof, or conflict with any
of the rules or ordinances of the Department of Health of the County and the
City in which the Building is located.

      7.  Building Security.  LANDLORD may require identification of persons
entering and leaving the Building during the period outside of the ordinary
business hours of the Building and, for this purpose, may issue building
passes to TENANTS of the Building.

      8.  Pass Key.  The janitor of the Building may at all times keep a pass
key to the Premises, and he and other agents of LANDLORD shall at all times be
allowed reasonable admittance to the Premises.

      9.  Locks and Keys for Premises.  No additional lock or locks shall be
placed by TENANT on any door in the Building and no existing lock shall be
changed unless written consent of LANDLORD shall first have been obtained.  A
reasonable number of keys to the Premises and to the toilet rooms, if locked
by LANDLORD, will be furnished by LANDLORD, and TENANT shall not have any
duplicate key made.  At the termination of this tenancy, TENANT shall promptly
return to LANDLORD all keys for any locks, safes, cabinets and vaults
remaining in the Premises.

      10.  Use of Water Fixtures.  Water closets and other water fixtures
shall not be used for any purpose other than that for which the same are
intended, and any damage resulting to the same from use on the part of TENANT
shall be paid for by TENANT.  No persons shall waste water by tying back or
wedging the faucets or in any other manner.  Upon leaving the Premises, TENANT
shall shut off all water faucets and major electrical apparatus located within
the Premises.

      11.  No Animals; Excessive Noise.  No animals shall be allowed in the
offices, halls or corridors in the Building.  No persons shall disturb the
Occupants of this Building or adjoining buildings of space by the use of any
phonograph, radio, tape player or musical instrument or by the making of loud
or improper noises.

      12.  Bicycles.  Bicycles or other vehicles shall not be permitted
anywhere inside or on the sidewalks outside of the Building, except in those
areas designated by LANDLORD for bicycle parking.

      13.  Trash.  TENANT shall not allow anything to be placed on the outside
of the Building, nor shall anything be thrown by TENANT out of the windows or
doors, or down the corridors or ventilating ducts or shafts of the Building.
All trash shall be placed in receptacles provided by LANDLORD for the Building
or TENANT for the Premises.

      14.  Windows.  No window shades, blinds, screens or draperies will be
attached or detached by TENANT and no awnings shall be placed over the windows
without LANDLORD's prior written consent.

      15.  Hazardous Operations and Items.  TENANT shall not install or
operate any steam or gas engine or boiler, or carry on any mechanical business
in the Premises without LANDLORD's prior written consent, which consent may be
withheld in LANDLORD's absolute discretion.  The use of oil, gas or
inflammable liquids for heating, lighting or any other purpose is expressly
prohibited.  Explosives or other articles deemed extra hazardous shall not be
brought into the Building.

      16.   Hours for Repairs, Maintenance and Alteration.  Any repairs,
maintenance and alterations required or permitted to be done by TENANT under
the Lease shall be done only during the weekday ordinary business hours of the
Building unless LANDLORD shall have first consented in writing to such work
being done outside of such times.  If TENANT desires to have such work done by
LANDLORD's employees on Saturdays, Sundays, holidays or weekdays outside of
ordinary business hours, TENANT shall pay the extra cost for such labor.

      17.  No Defacing of Premises.  Except as permitted by LANDLORD by prior
written consent, TENANT shall not mark upon, paint signs upon, cut, drill
into, drive nails or screws into, or in any way deface the walls, ceilings,
partitions or floors of the Premises or of the Building, and any defacement,
damage or injury directly or indirectly caused by TENANT shall be paid for by
TENANT.  Pictures or diplomas shall be hung on tacks or small nails; TENANT
shall not use adhesive hooks for such purposes.

      18.  Chair Pads.  During the term of this Lease, TENANT shall, at its
expense, install and maintain under all caster chairs a chair pad or carpet
casters to protect the carpeting.

      19.  Solicitation; Food and Beverages.  LANDLORD reserves the right to
restrict, control or prohibit canvassing, soliciting and peddling within the
Building.  TENANT shall not grant any concessions, licenses or permission for
the sale or taking of orders for food or services or merchandise in the
Premises, nor install or permit the installation or use of any machine or
equipment for dispensing goods or foods or beverages in the Building, nor
permit the preparation, serving, distribution or delivery of food or beverages
in the Premises without the prior written approval of LANDLORD and only in
compliance with arrangements prescribed by LANDLORD.  Only persons approved by
LANDLORD shall be permitted to serve, distribute, or deliver food and
beverages within the building, or to use the public areas of the Building for
the purpose.

      20.  Captions.  The caption for each of these Rules and Regulations is
added as a matter of convenience only and shall be considered of no effect in
the construction of any provision or provisions of these Rules and
Regulations.





































                            Exhibit G
                    Rules and Regulations -3-





                     FIRST AMENDMENT TO LEASE

    THIS FIRST AMENDMENT TO LEASE ("Amendment") is entered into as of the 23rd
day of December 2002, between The Towers at South Towne #2, Limited
Partnership, a Utah limited partnership ("LANDLORD") and English Language
Learning and Instruction Systems, Inc. ("TENANT").

                       W I T N E S S E T H

    WHEREAS, LANDLORD and TENANT entered into a Lease, executed on the 2nd of
December 2002, relating to 6,231 square feet of net rentable area located on
the 6th floor (the "Original Premises") of the building located at 406 West
South Jordan Parkway (10600 South), South Jordan, Utah, said building being
known as the Towers at South Towne, and;

    WHEREAS, TENANT desires to lease additional adjacent space (hereinafter
referred to as "Additional Premises") in the building from the LANDLORD, and;

    WHEREAS, LANDLORD and TENANT desire to amend the Lease so as to identify
the terms and conditions which relate to the Additional Premises;

    NOW, THEREFORE, for and in consideration of the mutual promises and
provisions herein contained and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties mutually
certify and agree to the following terms and conditions:

    1.    Premises.  Paragraph 1.3 of the Lease is hereby deleted in its
entirety and is replaced
with the following new Paragraph 1.3:

        1.3    "Premises".  The Premises shall consist of approximately 7,502
square feet of net rentable area and 6,376 square feet of net usable area on
the sixth floor in the  building identified hereafter.  Premises shall further
be identified as Suite # 610 and shall be the combined areas of the Original
and Additional Premises and divided as follows:

            1.3.1   Original Premises.   6,231 square feet net rentable area
and 5,296 square feet net usable; and

            1.3.2     Additional Premises.  1,271 square feet net rentable and
1,080 square feet net usable (as referenced in attached Exhibit "A").

    2.    Basic Annual Rent.  Paragraph 1.5 of the Lease is hereby deleted in
its entirety and is replaced with the following new Paragraph 1.5:

        "1.5.  Basic Annual Rent.  The Basic Annual Rent shall be $131,285.00,
at $17.50 per square foot, computed as follows:


            1.5.1   Sixth Floor.  The initial annual rent for the sixth floor
Original Premises shall be $109,042.50, computed based on $17.50 per net
rentable square foot on an annual basis.

            1.5.2    Sixth Floor.   The initial annual rent for the sixth
floor Additional Premises shall be $22,242.50, computed based on $17.50 per
net rentable square foot on an annual basis."

    3.    Basic Monthly Rent.  Paragraph 1.7 of the Lease is hereby deleted in
its entirety and is replaced with the following new Paragraph 1.7:

        1.7    Basic Monthly Rent. The total Basic Monthly Rent shall be
$10,940.42.  Computations for the total initial monthly rent and the total
Basic Monthly Rent are computed as follows:

            1.7.1    Sixth Floor.   The initial monthly rent for the sixth
floor Original Premises shall be $9,086.88.

            1.7.2     Sixth Floor.    The initial monthly rent for the sixth
floor Additional Premises shall be $1,853.54.

    4.    Tenant's Share of Operating Expenses.   Section 5.1.6 of the Lease
is hereby amended to reflect that Tenant's prorata share of the building for
calculation of annual building expenses is 11.2%.

    All other terms and conditions of the lease shall remain the same and are
hereby ratified in their entirety.

    WHEREOF, this First Amendment to Lease is executed by LANDLORD and TENANT
as of the first date set forth above.


LANDLORD:                         TENANT:

The Towers at South Towne         English Language and Learning Instruction
#2 Limited Partnership, A Utah    Systems, Inc.
Limited Partnership



By:   /s/ James A. Morse, Jr.     By: /s/ David M. Rees
     James A. Morse, Jr.               David M. Rees
     Partner                           CEO





FOR TENANT:

STATE OF UTAH            )
                         :ss
COUNTY OF SALT LAKE      )

    On the            day of December 2002, personally appeared before me
David M. Rees who being first duly sworn did say that he is the CEO of English
Language and Learning Instruction Systems, Inc., and that he did execute the
foregoing instrument for and on behalf of said corporation by authority of a
resolution of their board of directors, and David M. Rees duly acknowledged to
me that said corporations executed the same.

(Seal)

                            Notary Public

                            My Commission Expires:
                            Residing at:



FOR LANDLORD:

STATE OF UTAH                    )
                                :ss
COUNTY OF SALT LAKE              )

    On the            day of December 2002, personally appeared before me
James A. Morse, Jr., who being first duly sworn under oath, depose and state
that he is a general partner of The Towers at South Towne #2 Limited
Partnership, a Utah limited partnership, and that he did execute the foregoing
instrument for and on behalf of said partnership as a general partner of said
Utah limited partnership pursuant to the partnership agreement and that said
Utah limited partnership did execute the same.


(Seal)

                            Notary Public



                            My Commission Expires:
                            Residing at: