SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended June 30, 2002.

   [  ]  Transition report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from              to            .


         Commission file number: 0-29383
                                 -------


                         WICHITA DEVELOPMENT CORPORATION
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)




                 Nevada                                    88-0356200
                 ------                                    ----------
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)     =               Identification No.)





            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 575-8073
                           (Issuer's telephone number)



Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                             Yes XX             No
                                ----               ----

The number of outstanding shares of the issuer's common stock,  $0.001 par value
(the only class of voting stock), as of August 12, 2002 was 104,321,646.


<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................3

Unaudited Balance Sheet as of June 30, 2002....................................4

Unaudited Statement of Operations for the three and six months ended
June 30, 2002 and 2001.........................................................6

Unaudited Statement of Cash Flows for the six months ended
June 30, 2002 and 2001.........................................................7

Notes to Condensed Financial Statements........................................8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS .................................9


                                     PART II


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................11

SIGNATURES....................................................................11

INDEX TO EXHIBITS.............................................................12












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                                        2

<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Wichita Development Corporation,  a
Nevada  corporation,  and its  subsidiaries  and  predecessors  unless otherwise
indicated.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance sheet for the Company as of the quarter ended June 30, 2002,
and  statements  of  operations,  and  statements  of cash flows for the interim
period up to the date of such  balance  sheet and the  comparable  period of the
preceding  year are  attached  hereto as Pages 4 through 7 and are  incorporated
herein by this reference.




















                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]










                                        3

<PAGE>



                         WICHITA DEVELOPMENT CORPORATION
                      Unaudited Consolidated Balance Sheet
                                  June 30, 2002



                                                                  June 30, 2002
                                                                  -------------
ASSETS

   Current Assets
      Cash                                                        $      84,172
      Prepaid expenses                                                    2,469
      Accounts receivable                                                    86
      Notes receivable                                                   75,212
      Notes receivable - Related parties                                 49,223
      Securities available for sale - short term                         29,051
                                                                  -------------
          Total Current Assets                                          240,213

   Fixed Assets
      Property and equipment, net                                     1,112,029
      Land                                                              200,000
                                                                  -------------
          Total Fixed Assets                                          1,312,029

   Other Assets
      Securities available for sale - long term                         304,908
      Other assets                                                       49,082
                                                                  -------------
          Total Other Assets                                            353,990

TOTAL ASSETS                                                      $   1,906,232
                                                                  =============

                 See accompanying notes to financial statements


                                        4

<PAGE>



                         WICHITA DEVELOPMENT CORPORATION
                      Unaudited Consolidated Balance Sheet
                                   (continued)
                                  June 30, 2002

<TABLE>
<S>                                                                                   <C>

                                                                                       June 30, 2002
                                                                                        -----------
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
   Current Liabilities
      Accounts payable                                                                  $       584
      Payable to related parties                                                            112,954
      Income taxes payable                                                                   40,628
      Unearned rent                                                                          11,231
      Current portion of Long-Term debt                                                     615,831
                                                                                        -----------
          Total Current Liabilities                                                         781,228

   Long Term Debt                                                                           885,290
       Less: Current portion                                                               (615,831)
                                                                                        -----------
   Total Long Term Debt                                                                     269,459

TOTAL LIABILITIES                                                                         1,050,687

STOCKHOLDERS' EQUITY
       Preferred stock - 5,000,000 shares authorized at $0.001 par, none issued
      and outstanding - Common stock - 200,000,000 shares authorized at $0.001
      par; 104,322
          104,321,646 shares issued and outstanding
      Paid in capital                                                                       661,870
      Retained earnings                                                                     287,047
      Unrealized loss on securities                                                        (192,353)
      Treasury Stock (450,210 shares at $.012 per share)                                     (5,341)
TOTAL STOCKHOLDERS' EQUITY                                                                  855,545
                                                                                        -----------
                                                                                        $ 1,906,232
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                        ===========
</TABLE>

                 See accompanying notes to financial statements

                                        5

<PAGE>




                         WICHITA DEVELOPMENT CORPORATION
                 Unaudited Consolidated Statements of Operations
            for the three and six months ended June 30, 2002 and 2001

<TABLE>
<CAPTION>

                                                       Three months ended         Six months ended
                                                            June 30,                June 30,
                                                      2002         2001         2002        2001
                                                 ------------- ----------- ------------ -----------
<S>                                             <C>           <C>         <C>          <C>

Rental revenues                                  $      80,119 $    70,844 $    179,267 $   179,304

General and administrative expenses                     84,303      67,098      179,196     165,026
                                                 ------------- ----------- ------------ -----------
          Net income from rental operation             (4,184)       3,746           71      14,278

Other income (expense)
   Interest income (expense)                          (19,272)     (4,633)     (46,817)       1,600
   Gain (loss) on sale of securities                  (11,458)           -     (14,192)     (3,991)
   Unrealized gain (loss) on securities                      -    (10,025)            -       8,494
                                                 ------------- ----------- ------------ -----------
          Total other income (expense)                (30,730)    (14,658)     (61,009)       6,103
                                                 ------------- ----------- ------------ -----------
Income (loss) before tax                              (34,914)    (10,912)     (60,938)      20,381

                                                 ------------- ----------- ------------ -----------
Provision for income taxes - Notes 1 & 3                     -       4,825       10,793     (9,902)

                                                 ------------- ----------- ------------ -----------

Net income (loss)                                $    (34,914)    $(6,087) $   (50,145) $    10,479
                                                 ============= =========== ============ ===========

Net income (loss) per common share               $        0.00 $      0.00 $       0.00 $      0.00
                                                 ============= =========== ============ ===========

Weighted average shares outstanding                104,322,000  24,322,000  104,322,000  22,116,000
                                                 ============= =========== ============ ===========
</TABLE>



                 See accompanying notes to financial statements

                                        6

<PAGE>



                         WICHITA DEVELOPMENT CORPORATION
                 Unaudited Consolidated Statements of Cash Flows
                            for the six months ended
                             June 30, 2002 and 2001
<TABLE>
<CAPTION>


                                                                                   Six months ended
                                                                                      June 30,
Cash Flows from Operating Activities:                                             2002         2001
-------------------------------------
                                                                               ----------  ------------
<S>                                                                           <C>         <C>

Net Income (loss)                                                              $ (50,145)  $     10,479
Adjustments to reconcile net income to net cash provided by
operating activities:
    Depreciation and amortization                                                  12,119         7,326
    Closing costs added to loan                                                     3,981             -
    Realized loss on sale of securities                                            14,362             -
    Decrease (increase) in prepaid expenses                                       (2,469)       (2,059)
    Decrease (increase) in securities                                                   -     (525,183)
    Decrease (increase) in accounts receivable                                     20,827             -
    Increase (decrease) in accounts payable                                           584       (7,810)
    Increase (decrease) in accrued liabilities                                    (7,145)             -
    Increase (decrease) in unearned rent                                         (22,462)             -
    Increase (decrease) in income tax payable                                    (10,793)         9,902
                                                                               ----------  ------------
       Net Cash Used in Operating  Activities                                    (41,141)     (507,345)

Cash Flows from Investing Activities:
    Decrease (increase) in notes receivable                                      (46,284)     (129,938)
    Proceeds from sale of securities                                                7,187             -
                                                                               ----------  ------------
       Net Cash Provided by/(Used for) Investing Activities                      (39,097)     (129,938)

Cash Flows from Financing Activities:
------------------------------------
    Increase in (payment of) long-term debt                                       (8,352)       274,293
    Issued stock for securities                                                         -       104,763
    Purchase of treasury stock                                                    (5,341)     (154,321)
    Issued stock for debt settlement                                                    -       147,591
    Increase in amount due to related party                                      (16,853)             -
                                                                               ----------  ------------
        Net Cash Provided by/(Used for) Financing Activities                     (30,546)       372,326

                       Net Increase(decrease) in Cash                           (110,784)     (264,957)

Beginning Cash Balance                                                            194,956       480,483
                                                                               ----------  ------------

Ending Cash Balance                                                            $   84,172  $    215,526
                                                                               ==========  ============

Supplemental Disclosure Information:
  Cash paid during the period for interest                                     $   50,894  $     43,892
  Cash paid during the period for income taxes                                 $        0  $      1,890

</TABLE>

                 See accompanying notes to financial statements




                                        7

<PAGE>



                         WICHITA DEVELOPMENT CORPORATION
                     Notes to Unaudited Financial Statements
                                  June 30, 2002

NOTE 1            Summary of Significant Accounting Policies
                  ------------------------------------------

         Nature of Operations

          Wichita  Development  Corporation  ("Wichita") was organized under the
          laws of the State of Nevada on February  15,  1996 as  Cyberbotanical,
          Inc. The Company was in  development  stage until August 30, 2000,  at
          which time it  purchased a building in Wichita,  Kansas,  known as the
          Board of Trade Center.  On October 12, 2000,  the Company  changed its
          name to Wichita  Development  Corporation.  On October 17,  2001,  the
          Company  purchased Kearns  Development  Corporation,  a majority owned
          subsidiary  of Axia Group,  Inc. in  exchange  for issuing  80,000,000
          shares  of  common  stock  to Axia  Group,  Inc.  As a  result  of the
          transaction,  Kearns became an 85.6 % owned  subsidiary of the Company
          and the Company has become an 85.5%  owned  subsidiary  of Axia Group,
          Inc. Axia Group, Inc. in a restructuring,  transferred these shares to
          Nexia Holdings,  Inc. a holding company subsidiary of Axia, making the
          Company  a  subsidiary  of  Nexia  Holdings,   Inc.  The  consolidated
          financial statements include the accounts of Wichita, its wholly-owned
          subsidiary  Wichita  Properties,  Inc.  (WPI),  and  its  85.6%  owned
          subsidiary  Kearns  Development,   Inc.  (Kearns)   (collectively  the
          "Company").  All significant  intercompany  account balances have been
          eliminated in  consolidation.  The Company is engaged in the operation
          of real estate to produce rental income.

         Net Income (Loss) Per Common Share

          Net income  (loss) per common share is based on the  weighted  average
          number of shares outstanding.

NOTE 2    Basis of Presentation

          The accompanying consolidated unaudited financial statements have been
          prepared by  management in accordance  with the  instructions  in Form
          10-QSB and,  therefore,  do not include all  information and footnotes
          required by  accounting  principles  generally  accepted in the United
          States  and  should,  therefore,  be  read  in  conjunction  with  the
          Company's  Annual Report to Shareholders on Form 10-KSB for the fiscal
          year ended December 31, 2001.  These  statements do include all normal
          recurring  adjustments which the Company believes necessary for a fair
          presentation of the statements. The interim operations results are not
          necessarily indicative of the results for the full year ended December
          31, 2002


NOTE 3     Debt Settlement

          On June 14 , 2002,  the Company  entered into a  settlement  agreement
          with Axia Group,  Inc. and West Jordan Real Estate  Holdings,  Inc. to
          settle debts with each of these  companies in exchange for  restricted
          shares of the common  stock of Axia Group,  Inc. to be valued at a 50%
          discount  to the  closing  price on the date of the  agreement.  Total
          debt,  including  accrued  interest,  of  $68,253.54  was  settled  in
          exchange for the issuance of 1,365,070 restricted shares of the common
          stock of Axia Group, Inc. Axia is a parent  corporation to the Company
          and West Jordan is a subsidiary of Axia. The settlement of these debts
          were treated as settlement of related party debts and are reflected in
          the financial statements for June 30, 2002.

                                        8

<PAGE>



ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion and analysis of our financial condition and results of
operations  should be read in  conjunction  with the  Financial  Statements  and
accompanying notes and the other financial  information filed in the Form 10-KSB
for the period ended December 31, 2001.

General

Our business plan for the next twelve months involves the continued operation of
our office  buildings  in Wichita,  Kansas and  Kearns,  Utah  coupled  with our
ongoing attempts to locate and acquire additional commercial office space.

Results of Operations

The Company  recorded  $80,119 and $70,844 in rental  revenues  for the quarters
ended June 30,  2002 and 2001,  respectively.  The change is due to an  increase
from the  inclusion  of the Kearns  property  partially  offset by a decrease in
occupancy rates in the Wichita property.

During the quarter the Company  agreed to resolve  debts owned to the Company by
Axia  Group,  Inc.,  a parent  corporation  to the  Company and West Jordan Real
Estate  Holdings,  Inc. a  subsidiary  of Axia  Group as well.  The terms of the
settlement  are that the  Company  agreed  to accept  restricted  shares of Axia
Group,  Inc. common stock valued at 50% of the lowest bid price in settlement of
a total of $68,253.54 in debts owed to the Company by the named  companies.  The
total  number of shares of Axia  common  stock to be  delivered  to the  Company
pursuant  to the  agreement  to settle  these  debts has been  calculated  to be
1,365,070  shares.  The  transaction was approved by all members of the board of
directors.

Income / Losses

Net loss for the quarter ended June 30, 2002, was $34,914 compared to a net loss
of $6,087 for the quarter ended June 30, 2001.  The reason for the change in net
income is due to the addition of interest  expenses from the financing  obtained
on the  Wichita  building  not present in the  previous  year  coupled  with the
increase in overhead related to loan renegotiations.

Net loss for the six months ended June 30, 2002,  was $50,145  compared to a net
gain of  $10,479  for the six  months  ended  June  30,  2001.  The  losses  are
attributable  to a  decrease  in  occupancy  rates and the  additional  interest
expenses from the financing  obtained on the Wichita building not present in the
previous   year  coupled   with  the  increase  in  overhead   related  to  loan
renegotiations.

Expenses

General and  administrative  expenses for the quarter ended June 30, 2002,  were
$84,303  compared to $67,098 for the comparable  period in 2001. The increase in
general and administrative expenses resulted from costs related to renegotiating
the Kearns Development property loans of approximately  $5,000. Note that in the
current  year there are two  buildings,  the  Kearns  building  and the  Wichita
building  being  operated  as  compared  to the  Wichita  building  alone in the
previous year.

General and administrative expenses for the six months ended June 30, 2002, were
$179,196 compared to $165,026 for the comparable period in 2001.

The Company had $7,455 in depreciation and amortization  expense for the quarter
ended June 30, 2002, and $3,663 for the comparable period in 2001.


                                        9

<PAGE>




Impact of Inflation

The Company  believes  that  inflation  may have a  negligible  effect on future
operations.  The  Company  believes  that it may be able to offset  inflationary
increases  in the cost of sales by  increasing  sales  and  improving  operating
efficiencies.

Liquidity and Capital Resources

The  Company's had a net working  capital  deficit of $541,015 on June 30, 2002,
compared to a working  capital  deficit of $497,416 at December  31,  2001.  The
increase in working capital  deficit was  attributable to the current portion of
long term debt attributable to our subsidiary company's loan with Brighton Bank.
Subsequent to the end of the quarter,  this loan was  refinanced on July 11,2002
for an  additional  2 years.  This will make a  dramatic  change in the  working
capital position of the Company on the next quarter's financial statements.

Cash flow used in operating  activities  were $45,268 for the quarter ended June
30, 2002, and $507,345 for the comparable period in 2001.

Cash flow used by investing  activities  was $39,097 for the quarter  ended June
30, 2002, and $129,938 for the comparable period in 2001.

Cash flow used in financing  activities  was $26,565 for the quarter  ended June
30, 2002,  compared to cash flow  generated by financing  activities of $372,326
for the  comparable  period in 2001.  The decrease was due to a lack of proceeds
from  long  term  debt  financing  and a lack of  issuances  of  stock  for debt
settlement and securities purchases.

Expected Cash Requirements

On June 30,  2002,  we had  $84,172  in cash on hand.  One of our  subsidiaries,
Kearns Development, had a mortgage note that came due on June 28, 2002. The note
with Brighton Bank was  refinanced on July 11, 2002, for two years in the amount
of  $619,000.  The terms of the note  extension  provide for  interest at 9% per
annum, a monthly  payment of $5,631.80 with a final payment due on July 12, 2004
of $601,757 and that the Company  establish a money market account with the bank
in the sum of $50,000 to serve as collateral for the loan.

Efforts  to  refinance  the  note  with a  longer  term  are  proceeding.  It is
anticipated  that the note will be  refinanced  with a 15 year  amortization  at
prevailing  rates.  The Company  reflected the entire payoff amount as a current
liability for the period ended June 30, 2002,  since the note  extension was not
completed until July. There can be no guarantee that operating costs will remain
constant through the end of the year 2002.

In the event we acquire additional rental properties during the coming year, our
cash  requirements to fund operations  could increase.  While we have no present
intention  to raise  equity  capital for  operations  in the next  twelve  month
period, the acquisition of, or opportunity to acquire additional commercial real
estate could create a need to raise additional capital.

Product Research and Development

We do not plan to conduct any significant research or development  activities in
the coming twelve month period.

Expected Purchase or Sale of Plant and Equipment

We have no current  plan for the purchase of any  specific  additional  plant or
equipment.   However,   we  are  investigating  the  feasibility  of  purchasing
additional commercial real estate. We are using the services of a

                                       10

<PAGE>



licensed  real  estate   broker  to  suggest   potential   properties   for  our
consideration.  We have  investigated  a number of potential  properties and are
continuing to consider the purchase of additional office properties.

Expected Changes in Number of Employees

We currently  have one  part-time  employee,  Edward T. Wells.  The Trade Center
Building is currently managed by a resident property  management company and the
Kearns  building is being managed by a subsidiary of Nexia  Holdings,  Inc., our
parent  corporation.  We do not expect to hire any  additional  employees in the
coming twelve month period.

Appointment of Director

On April 10,  2002,  the Board of Directors  appointed  Richard D. Surber to the
board as a director and additionally  appointed him as a  vice-president  of the
Company.  Mr.  Surber  is  currently  the  President  of  the  Company's  parent
corporations Nexia Holdings Inc. and Axia Group, Inc.

                                     PART II

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 12 of this Form 10QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.  No reports on Form 8-K were filed during the
         period covered by this Form 10-QSB.


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned,  hereunto  duly
authorized, this 12th day of August, 2002.

WICHITA DEVELOPMENT CORPORATION.



 /s/ Edward T. Wells                       Date: August 13, 2002
----------------------
Edward T. Wells
President and Director








                                       11

<PAGE>



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In  connection  with  the  Quarterly  Report  of  Wichita  Development
          Corporation  (the" Company") on Form 10-QSB for the period ending June
          30, 2002 as filed with the Securities  and Exchange  Commission on the
          date hereof (the"Report"),  I, Edward T. Wells, sole Executive Officer
          of the  Company,  certify,  pursuant to 18 U.S.C.  S 1350,  as adopted
          pursuant to S 906 of the Sarbanes-Oxley Act of 2002, that:

               (1) The Report complies with the requirements of section 13(a) or
               15(d) of the Securities Exchange Act of 1934; and

               (2) The  financial  information  contained  in the Report  fairly
               presents,  in all material respects,  the financial condition and
               result of operations of the Company.


           /s/ Edward T. Wells
         ---------------------------------
         Edward T. Wells
         Sole Executive Officer
         August 13, 2002


















                                       12

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT           PAGE
NO.               NO.               DESCRIPTION

3(i)              *                 Articles of Incorporation of the Company
                                    (incorporated herein by reference from
                                    Exhibit No. 3(i) of the Company's Form 10-SB
                                    as filed with the Securities and Exchange
                                    Commission on February 8, 2000).

3(ii)             *                 Bylaws of the Company, as amended
                                    (incorporated herein by reference from
                                    Exhibit 3(ii) of the Company's Form 10-SB as
                                    filed with the Securities and Exchange
                                    Commission on February 8, 2000).

                                    Material Contracts

10(i)             14                Change in Terms Agreement, Brighton Bank and
                                    the Company to extend term of a mortgage
                                    note in the sum of $619,995.31 through July
                                    12, 2004 at 9% interest.














                  [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY










                                       13

<PAGE>



                            CHANGE IN TERMS AGREEMENT

Borrower:     Kearns Development Corporation,         Lender:  Brighton Bank
              previously known as Cyberstudio, Inc.   City Center Office
              286 West 400 South, Ste. 300            311 South State Street
              Salt Lake City, Utah 84101              Salt Lake City, UT 84111


Principal Amount: $619,995.31           Interest Rate: 9.000%
                    Date of Agreement: July 11, 2002

FOR VALUABLE  CONSIDERATION,  Lender and Borrower agree to the following changes
in Borrower's obligation:

DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated November 29, 2000 in
the principal amount of $625,000.00 maturing on December 2, 2001.

DESCRIPTION  OF  COLLATERAL.  Deed of Trust dated  November 29, 2000 on property
located  at 4115 West Sams  Boulevard,  Kearns,  Utah  84118 and  Assignment  of
Deposit Account dated November 29, 2000.

DESCRIPTION  OF CHANGE IN TERMS.  The maturity date is changed to July 12, 2004,
the rate is changed  from a fixed rate of 9.25% to a fixed rate of 9.00% and the
balance in the Money Market Account  #61-90848-9 will be increased to $50,000.00
with a minimum balance of $20,000.00 to remain permanently as collateral.

PROMISE TO PAY. Kearns Development  Corporation previously known as Cyberstudio,
Inc.  ("Borrower")  promises to pay to BRIGHTON BANK  ("Lender"),  or order,  in
lawful  money of the  United  States of  America,  the  principal  amount of Six
Hundred   Nineteen   Thousand   Nin  Hundred   Ninety-five   &  31/100   Dollars
($619,995.31),  together  with  interest  at the rate of 9.00%  per annum on the
unpaid principal balance from July 12, 2002, until paid in full.

PAYMENT.  Borrower  will  pay  this  loan  on  demand.  Payment  in  full is due
immediately upon Lender's demand.  If no demand is made,  Borrower will pay this
loan in 23 regular  payments of $5,631.80  each and one  irregular  last payment
estimated at $601,757.15.  Borrower's  first payment id due August 12, 2002, and
all  subsequent  payments  are due on the same  day of each  month  after  that.
Borrower's  final  payment  will be due on July  12,  2004,  and will be for all
principal and all accrued interest not yet paid.  Payments include principal and
interest.  Interest on this Agreement is computed on a 365/360  simple  interest
basis; that is, by applying the ratio of the annual interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal  balance is  outstanding.  Borrower will pay
Lender at Lender's  address shown above or at such place as Lender may designate
in writing.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned  fully as of the date of the loan will not be subject to refund  upon
early payment (whether voluntary or as a result of default), except as otherwise
required by law. Except for the foregoing,  Borrower may pay without penalty all
or a portion of the amount owed earlier than it is due. Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation
to continue to make payments under the payment schedule.  Rather, early payments
will reduce the principal  balance due and may result in Borrower's making fewer
payments.  Borrower  agrees not to send Lender  payments  marker "paid in full",
"without  recourse",  or similar  language.  If  Borrower  sends such a payment,
Lender may accept it without losing any of Lender's rights under this Agreement,
and Borrower will remain obligated to pay any further amount owed to Lender. All
written communication concerning disputed amounts,  including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other  conditions or  limitations or
as full  satisfaction  of a  disputed  amount  must be mailed or  delivered  to:
BRIGHTON BANK, 7101 South Highland Drive, Salt Lake, UT 84121.


                                       14

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LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the regularly scheduled payment or $25.00, whichever is greater.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase  the interest  rate on this  Agreement  2.000  percentage  points.  The
interest rate will not exceed the maximum rate permitted by applicable law.

LENDER'S RIGHTS.  Upon Lender's demand,  Lender may declare the entire principal
balance on this Agreement and all accrued unpaid interest  immediately  due, and
then Borrower will pay that amount.

ATTORNEY'S FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this  Agreement if Borrower does not pay.  Borrower will pay Lender that amount.
This includes,  subject to any limits under applicable law, Lender's  reasonable
attorneys' fees and Lender's legal expenses,  whether or not there is a lawsuit,
including without  limitation all reasonable  attorneys' fees and legal expenses
for bankruptcy  proceedings (including efforts to modify or vacate any automatic
stay or injunction),  and appeals. If not prohibited by applicable law, Borrower
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

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

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $20.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

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

COLLATERAL.  Borrower  acknowledges  this  Agreement is secured by Deed of Trust
dated November 29, 2000 on property located at 4115 West Sams Boulevard, Kearns,
Utah 84118 and a Assignment of Deposit Account dated December 28, 2001 (Brighton
Bank Money Market Account $61-90848-9 for $20,000.00).

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original  obligations,  including all  agreements  evidenced or securing the
obligation(s),  remain unchanged and in full force and effect. Consent by Lender
to this Agreement  does not waive  Lender's  right to strict  performance of the
obligation(s)  as  changed,  nor  obligate  Lender to make any future  change in
terms.  Nothing  in  this  Agreement  will  constitute  a  satisfaction  of  the
obligation(s).  It is the  intention  of lender to retain as liable  parties all
makers and  endorsers of the  original  obligation(s),  including  accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement.  If any person who signed the original  obligation does not sign this
Agreement below,  then all persons signing below acknowledge that this Agreement
is  given  conditionally,  based  on  the  representation  to  Lender  that  the
non-signing  party  consents to the changes and  provisions of this Agreement or
otherwise  will not be  released  by it.  This  waiver  applies  not only to any
initial  extension,  modification  or release,  but also to all such  subsequent
actions.


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FINANCIAL  STATEMENTS.  Borrower  will furnish  Lender with a Balance  Sheet and
Income  Statement  as of the  end of each  fiscal  year,  as soon as it  becomes
available,  but in no event  later  than  sixty  (60) days after the end of that
fiscal year.

MONEY MARKET  ACCOUNT.  The borrower may use up to $30,000.00 of the  $50,000.00
from the Brighton Bank Money Market Account  #61-90848-9  during the term of the
loan. $20,000 in account #61- 90848-9 will be permanent collateral.

PRIOR NOTE. a Promissory Note dated November 29, 2000 from Cyberstudio,  Inc. to
Brighton Bank.

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

NOTIFY US OF INACCURATE  INFORMATION WE REPORT TO CONSUMER  REPORTING  AGENCIES.
Please notify us if we report any inaccurate  information  about your account(s)
to a consumer  reporting  agency.  Your written  notice  describing the specific
inaccuracy(ies)  should be sent to us at the  following  address:  Brighton Bank
7101 South Highland Drive Salt Lake, UT 84121.

MISCELLANEOUS PROVISIONS.  Lender may delay or forgo enforcing any of its rights
or remedies  under this Agreement  without  losing them.  Borrower and any other
person who signs,  guarantees or endorses this Agreement,  to the extent allowed
by law, waive presentment,  demand for payment, and notice of dishonor. Upon any
change in the terms of this Agreement,  and unless otherwise expressly stated in
writing,  no party  who  signs  this  Agreement,  whether  as  maker,  guaranty,
accommodation  maker or endorser,  shall be released  from  liability.  All such
parties agree that Lender may renew or extend  (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair, fail
to realize upon or perfect  Lender's  security  interest in the collateral;  and
take any other  action  deemed  necessary  by Lender  without  the consent of or
notice to anyone.  All such  parties also agree that Lender may modify this loan
without  the  consent of or notice to anyone  other than the party with whom the
modification  is made.  The  obligations  under  this  Agreement  are  joint and
several.

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

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT, BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

CIT SIGNERS:

KEARNS DEVELOPMENT CORPORATION PREVIOUSLY KNOWN AS CYBERSTUDIO, INC.

By:    /s/ Richard D. Surber
     -------------------------
         Richard D. Surber, President of Kearns Development Corporation
         previously known as Cyberstudio, Inc.
LENDER:

BRIGHTON BANK
     /s/ Kent Nelson
   -----------------------
         Authorized Signer

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