1280 South 800 East (Orem, UT) Lease - Bank of American Fork, Voxel Inc. and Caldera Systems Inc.


                       ASSIGNMENT AND EXTENSION OF LEASE

     Agreement made this 6th day of October, 1999, between and among Voxel,
Inc., hereinafter referred to as Assignor, Caldera Systems, Inc., herein
referred to Assignee, and Bank of American Fork, hereinafter referred to as
Landlord.

                                    RECITALS

     1.   Assignor entered into a Lease, as Tenant herein, on April 13, 1999,
with Landlord for a term of one year commencing May 1, 1999, and terminating
April 30, 2000.

     2.   Assignor desires to assign, and Assignee desires to assume, the
rights, duties and liabilities of Tenant thereunder and to extend the term of
the Lease for a period of three months, terminating on July 31, 2000.

     3.   Pursuant to the terms of the Lease, Assignor may not assign its
rights, duties and liabilities as Tenant under the Lease, nor may Assignee
assume such Lease, without the express written consent of Landlord.

     4.   Landlord is willing to consent to the assignment of the lease and to
the extension of the term thereof.

     In consideration of the mutual covenants contained herein, the parties
agree as follows:

     Assignee shall assume all rights and duties required of Assignor under the
Lease including all payments required thereby and shall comply with all terms
and conditions of the Lease.

     Landlord consents to the assignment and transfer of the Lease, including
all terms and conditions thereof, to Assignee and to the extension of the term
of the Lease to July 31, 2000.

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     The Lease, originally scheduled to terminate on May 30, 2000, is hereby
extended for an additional period of three months, to terminate on July 31,
2000. The rent during the extension period of the Lease shall be in the same
amount and payable in the same manner as set forth in the Lease.

     In witness whereof, the parties have executed this assignment and
extension to the Lease the day and year first above written.

                              VOXEL, INC., Assignor


                              By:  /s/ PRESIDENT/CEO
                                   -----------------------------

                              Its: President/CEO
                                   -----------------------------


                              CALDERA SYSTEMS, INC., Assignee


                              By:  /s/ RANSOM H. LOVE
                                   -----------------------------

                              Its: President/CEO
                                   -----------------------------


                              BANK OF AMERICAN FORK, Landlord


                              By:  /s/ PRESIDENT
                                   -----------------------------

                              Its: President
                                   -----------------------------






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                              STANDARD OFFICE LEASE
                              BANK OF AMERICAN FORK
                               1280 SOUTH 800 EAST
                                OREM, UTAH 84058

      This Lease ('Lease') dated, for reference purposes only, April 13, 1999,
is made by and between Bank of American Fork, ('Landlord') and VOXEL, INC.
('Tenant'), with reference to certain office space in that certain office
building located at 1280 South 800 East in Orem, Utah (the 'Building'), which
Building and associated improvements including certain parking facilities are
located on the land described in Exhibit 'B' hereto (the 'Property').

      In consideration of the rents and covenants hereinafter set forth,
Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the
following described Premises, upon the following terms and conditions:

ARTICLE 1 FUNDAMENTAL LEASE PROVISIONS

      1.1   Fundamental Lease Provisions. Each reference in this Lease to the
'Fundamental Lease Provisions' shall mean and refer to the following terms:

            (a) Premises: That portion of the 2nd floor of the Building more
fully shown on the Floor Plan attached hereto as Exhibit 'A' and more fully
defined in Article 2 which contains 6,780 square feet. In addition, basement
space which contains approximately 1,500 square feet as more fully shown on the
Floor Plan attached hereto as Exhibit 'AA'.

            (b)   Landlord's Address: Bank of American Fork
                               P.O. Box 307
                               33 East Main
                               American Fork, Utah 84003

            (c)   Tenant's Notice Address: VOXEL, INC.
                                           Suite 200
                                           1280 South 800 East
                                           Orem, Utah 84097

            (d)   Term Commencement Date:  May 1, 1999

            (e)   Term: One (1) year & 3 months on addendum

            (f)   Basic Monthly Rent: 1st Year $10,000.00 per month

            (g)   Tenant's Proportionate Share of Additional Operating Expenses:
28 percent.

            (h)   Tenant's Base Year: 1999

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            (i)   Parking Facilities: Subject to the provisions of Article 9,
Tenant shall have a non-exclusive license to use non-reserved parking spaces in
the parking area located on the Property (the 'Parking Facilities').

            (j)   Security Deposit: $10,000.00.

            (k)   Landlord's Broker: Clark Commercial c/o Jim Clark.

ARTICLE 2 PREMISES

      2.1   The Premises. The premises demised and leased hereunder (the
'Premises') are shown on the Floor Plan attached hereto as Exhibits 'A' and 'AA'
and incorporated herein by this reference.

      2.2   Tenant's Right To Use In Common. Tenant shall have, as appurtenant
to the Premises, rights to use in common, subject to reasonable rules of general
applicability to tenants of the Building from time to time made by Landlord and
of which Tenant is given notice, the following areas of the Building: the common
lobbies, corridors, stairways and stairwells, restrooms, elevators, and common
walkways and driveways necessary for access to the Building (the 'Common
Areas'). Tenant hereby agrees that Landlord shall have the right, for the
purposes of accommodating the other tenants of the Building, to increase or
decrease the configuration and dimensions or to otherwise alter the common
corridors on any floor so long as Tenant's access to the Premises, restrooms,
stairwells and elevators is not unreasonably restricted thereby.

      2.3   No Warranty. Tenant agrees that neither Landlord nor any agent of
Landlord has made any representation or warranty as to the suitability of the
Premises for the conduct of Tenant's business, nor has Landlord agreed to
undertake any modification, alteration or improvement to the Premises except as
provided in this Lease. Tenant further agrees that neither Landlord nor any
agent of Landlord has made any representation or warranty with respect to the
physical condition of the Building, the land upon which it is erected, the
Parking Facilities, or the Premises, or the expenses of operation of the
Building, the Parking Facilities, or the Premises, or any other matter or thing
affecting or related to the Premises, except as herein expressly set forth, and
no rights, easements or licenses are acquired by Tenant by implication or
otherwise except as expressly set forth in the provisions of this Lease. Except
as set forth in this Lease, Tenant shall inspect the Parking Facilities, the
Building and the Premises prior to the delivery of possession of the Premises
and agrees to take the same 'as is', and acknowledges that the taking of
possession of the Premises by Tenant shall be conclusive evidence that the
Premises, the Building and the Parking Facilities were in good and satisfactory
condition at the time such possession was so taken. Tenant acknowledges and
agrees that neither Landlord nor any agent of Landlord has made any
representation or warranty whatsoever or at all concerning (a) the safety of the
Premises, the Building, the Common Areas, the Parking Facilities or of any part
thereof, whether for the use of Tenant or any other person, including Tenant's
employees, agents, invitees, or customers, or (b) the existence or adequacy of
any security system(s) which may be installed or used by

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Landlord. All understandings and agreements heretofore made between the parties
hereto are merged in this Lease.

ARTICLE 3 TERM

      3.1   COMMENCEMENT OF TERM AND DURATION. Tenant shall have and hold the
Premises for a period (herein referred to as the 'term of this Lease' or 'the
term hereof') commencing on the date (the Commencement Date) which shall be May
1, 1999.

      3.2   DELIVERY OF PREMISES. Premises to be delivered to Tenant for
occupancy on or before May 1, 1999.

      3.3   EARLY ENTRY. Tenant may, at any time prior to the Term Commencement
Date, at Tenant's sole risk, and without incurring any obligation to pay rent
under this Lease, enter upon the Premises and install therein such furniture,
trade fixtures, equipment and leasehold improvements, including but not limited
to wall covering, floor covering and millwork, as Tenant may elect; provided
however, that (a) Tenant shall not commence to do business within the Premises;
(b) Tenant shall execute and deliver to Landlord an indemnity agreement in favor
of Landlord in form and substance satisfactory to Landlord, prior to entry, (c)
Tenant shall deliver to Landlord evidence of insurance issued by an insurance
carrier approved in writing by Landlord, with coverage of the Premises as
reasonably requested by Landlord, prior to entry, and (d) Tenant shall obtain in
writing Landlord's consent to such early entry, prior to entry. Such entry shall
not be deemed possession of the Premises by the Tenant for purposes of Sections
3.1 or 4.1.

      3.4   QUIET POSSESSION. Landlord covenants and agrees with Tenant that
upon paying the Rent and other monetary sums due under this Lease, and
performing the covenants and conditions on the part of Tenant to be performed
hereunder, Tenant shall quietly have, hold and enjoy the Premises during the
term of this Lease.

      3.5   SURRENDER OF PREMISES. At the expiration or earlier termination of
this Lease, Tenant shall surrender to Landlord the Premises and all alterations
and additions thereto in good order, repair and condition (except for ordinary
wear and tear). Tenant shall remove all personal property and trade fixtures
prior to the expiration of the term, including any signs, notices and displays
installed by Tenant. Tenant shall perform all necessary restoration, including,
without limitation, restoration made necessary by the removal of Tenant's
personal property and trade fixtures (or of any Alterations required to be
removed by Tenant pursuant to the provisions of Section 10.1 hereof) prior to
the expiration or earlier termination of this Lease. Landlord can elect to
retain or dispose of, in any manner, any Alterations, Tenant's personal property
or trade fixtures that Tenant does not remove from the Premises on expiration or
earlier termination of the term as allowed or required by this Lease. Title to
any such Alterations, Tenant's personal property or trade fixtures that Landlord
elects to retain or dispose of on expiration of the term shall vest in Landlord.
Tenant waives all claims against Landlord for any damage to Tenant resulting
from Landlord's retention or disposition of any such Alterations, Tenant's
personal

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property or trade fixtures. Tenant shall be liable to Landlord for Landlord's
costs for storing, removing and disposing of any Alterations, Tenant's personal
property or trade fixtures and shall indemnify and hold Landlord harmless from
the claim of any third party to an interest in the personal property.

      3.6   ACTION BY LANDLORD. No act or conduct of Landlord, including,
without limitation, the acceptance of keys to the Premises, shall constitute an
acceptance of the surrender of the Premises by Tenant before the expiration of
the term. Only a notice from Landlord to Tenant shall constitute acceptance of
the surrender of the Premises and accomplish a termination of the Lease.

      3.7   HOLDING OVER. If Tenant holds over after the expiration or earlier
termination of the term hereof without the express written consent of Landlord,
Tenant shall become a tenant at will only, at a rental rate equal to one and one
half times the immediately prior Rent, together with any additional rent, and
otherwise subject to the terms, covenants and conditions herein specified, so
far as applicable. Acceptance by Landlord of Rent after such expiration or
earlier termination shall not constitute a holdover hereunder or result in a
renewal.

      3.8   INDEMNIFICATION. If Tenant fails to surrender the Premises upon the
expiration of this Lease despite demand to do so by the Landlord, Tenant shall
indemnify and hold Landlord harmless from any claim made by any succeeding
tenant founded on or resulting from such failure to surrender. The provisions of
this Section 3.8 are in addition to and do not affect Landlord's right of
re-entry or any rights of Landlord hereunder or as otherwise provided by law.

ARTICLE 4 RENT

      4.1   BASIC RENT. Throughout the term of this Lease, Tenant shall pay as
rent for the Premises the Basic Monthly Rent (sometimes referred to as 'Basic
Rent') set forth in the Fundamental Lease Provisions hereof. Basic Rent shall be
payable in equal monthly installments in advance on the first day of each and
every calendar month, in full, without deduction, abatement or set-off. The
monthly payment for the first full month after the Commencement Date of the term
of the Lease is to be made concurrently with the execution hereof. If the
Commencement Date is other than the first day of a calendar month, then the
Basic Rent payable hereunder shall be prorated on a daily basis, based on a 360
day year, and the rent for such partial month following the Commencement Date
shall be payable on the Commencement Date.

      4.2   ADDITIONAL RENT FOR ADDITIONAL OPERATING EXPENSES. In addition to
Basic Rent, Tenant shall pay each year during the term hereof additional rent in
an amount equal to the amount by which 'Tenant's Proportionate Share' (as set
forth in the Fundamental Lease Provisions hereof) of the 'Operating Expenses'
(as defined below) for such year exceeds the Operating Expenses for the
'Tenant's Base Year' (as set forth in the Fundamental Lease Provisions hereof),
all in accordance with the following provisions:

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      (a)   DEFINITION OF OPERATING EXPENSES. The term 'Operating Expenses'
shall be defined as those reasonable expenses incurred by Landlord with respect
to the repair, alteration, improvement, replacement, operation, management and
maintenance of the Premises, the Building (including any vacant space and space
leased to other tenants in the Building), the Common Areas and the Parking
Facilities, in accordance with accepted principles of sound accounting practice
as applied to the operation, management, maintenance and security of a
first-class office building, which costs shall include, without limitation,
utilities (except sub-metered or allocated utility charges billed separately to
any tenant); elevators; plumbing; electrical; ventilating; heating;
air-conditioning; roof; exterior walls; floor slabs; waste and refuse disposal;
water and sewer charges; repair and maintenance; landscaping services; costs of
janitorial, window washing, security and other services and maintenance
contracts therefor; supplies, materials, equipment and tools; compensation and
all fringe benefits, worker's compensation insurance premiums and payroll taxes
paid to, for, or with respect to, all persons engaged in the operating,
maintaining, or cleaning of the Premises, the Building, the Common Areas and the
Parking Facilities; compliance with all environmental laws or laws relating to
'Hazardous Substances' (as defined below) or any directive, regulation, order or
judgment pursuant thereto; glass replacement; maintenance of ceiling
light-fixtures and replacement of light bulbs and tubes therefor; management
fees at reasonable rates, not to exceed 5% of gross revenues, consistent with
the type of occupancy and the service rendered (applicable whether the Building
is managed by Landlord or an affiliate of Landlord, or managed for Landlord by a
property management company); amortization or rental of personal property used
in maintenance or repair; all costs required by a governmental entity for energy
conservation, life safety or other purposes or made by Landlord to reduce
operating expenses; insurance, including fire and extended coverage, all risk
public liability and property damage, rental abatement insurance (including one
year's Basic Rent and property taxes for all tenants in the Building), war risk
insurance, earthquake insurance and such other insurance as may otherwise be
required by the first mortgagee of the Building or by Landlord in the exercise
of its discretion; the cost of any capital improvements made to the Building
after completion of its construction as a labor-saving device or to effect other
economies in the operation or maintenance of the Building, or made to the
Building after the date of this lease that are required under any governmental
law or regulation that was not applicable to the Building at the time that
permits for the construction thereof were obtained, such costs to be amortized
over such reasonable period as Landlord shall determine, together with interest
on the unamortized balance at a market rate; costs and upkeep of the Common
Areas, including loading platforms, washrooms, lounges, shelters and other
facilities available for the common use of tenants, employees, invitees and the
public; gross receipts taxes (whether assessed against Landlord or assessed
against Tenant, and collected by Landlord, or both); 'property taxes' as
hereinafter defined, and all other charges directly related to the operation and
maintenance of the Premises, the Building and the Parking Facilities, but
excluding the cost of constructing any tenant improvements initially. Any of the
services which may be included in the computation of the Operating Expenses may
be performed by subsidiaries or affiliates of Landlord, provided that the
contracts for the performance of such services shall be competitive with similar
contracts and transactions with unaffiliated entities for the performance of
such services in comparable buildings within the governmental jurisdiction
wherein the Building is located.

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     (b)  DEFINITION OF PROPERTY TAXES. As used herein, the term 'property
taxes' shall include any form of assessment, license fee, license tax, business
license fee, commercial rental tax, levy, charge, penalty tax or similar
imposition, imposed by any authority having the direct power to tax, including
any city, county, state or federal government, or any school, agricultural,
lighting, drainage or other improvement or special assessment district thereof,
as against any legal or equitable interest of Landlord in the Building and
Parking Facilities or any interest in leasehold improvements which is taxed to
Landlord and not to a specific tenant, but excluding Landlord's income taxes or
corporate franchise taxes whether fixed or levied on net income. Landlord shall
have the right in its discretion to contest the amount or validity of any
property taxes by appropriate legal proceedings and to include in the Operating
Expenses the reasonable cost of any such contest, including attorneys' fees.

     (c)  ALLOCATION OF OPERATING EXPENSES. Landlord shall pay that portion of
Tenant's Proportionate Share of the Operating Expenses for each year during the
term hereof which is equal to the Operating Expenses for Tenant's Base Year. The
Basic Rent is established on the basis that Landlord shall pay only such amount
in connection with the Operating Expenses and that Tenant will reimburse
Landlord to the extent that Tenant's Proportionate Share of the Operating
Expenses for any year exceed the Operating Expenses for Tenant's Base Year and
on the basis that the Basic Rent shall never be decreased if Tenant's
Proportionate Share of the actual Operating Expenses for any year is less than
the Operating Expenses for Tenant's Base Year. Therefore, if Tenant's
Proportionate Share of the Operating Expenses for any year shall be greater
than the Operating Expenses for Tenant's Base Year, then Tenant shall pay as
additional rent during such year an amount equal to the difference between
Tenant's Proportionate Share of the Operating Expenses for such year and the
Operating Expenses for Tenant's Base Year, all in accordance with the
provisions of Section 4.2(d).

     (d)  DETERMINATION OF OPERATING EXPENSES. From time to time during the
term of this Lease, Landlord shall furnish to Tenant a written statement
showing in reasonable detail Landlord's reasonable estimate of the Operating
Expenses for the calendar year in question (the 'Estimated Costs Statement').
Tenant shall pay to Landlord monthly with installments of Basic Rent
one-twelfth (1/12) of Tenant's Proportionate Share of Operating Expenses as
shown on the last Estimated Costs Statement provided by Landlord to Tenant to
the extent that Tenant's Proportionate Share of such Operating Expenses exceeds
the Operating Expenses for Tenant's Base Year. Within a reasonable time after
the expiration of a calendar year ending during the term of this Lease or
ending immediately after the end of the term of this Lease, Landlord shall
furnish Tenant with a written statement showing in reasonable detail the actual
Operating Expenses for the preceding calendar year. Within 30 days after the
delivery of the statement showing actual Operating Expenses, Tenant shall pay
to Landlord the amount by which Tenant's Proportionate Share of actual
Operating Expenses, less an amount equal to Operating Expenses for Tenant's
Base Year, exceeds the amount of additional rent actually paid by Tenant toward
the Operating Expenses for the calendar year in question. Such payment by Tenant
shall be made, notwithstanding that the statement of actual Operating Expenses
shall be furnished to Tenant after the expiration of the term. If the
statement of actual Operating Expenses indicates that the amount of additional
rent actually paid by Tenant toward Operating Expenses for the relevant calendar


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year exceeds Tenant's Proportionate Share of Operating Expenses, less an amount
equal to Operating Expenses for Tenant's Base Year, Landlord shall pay the
amount of such excess additional rent paid to Tenant. No failure by Landlord to
provide any statements described in this paragraph or to require the payment of
Tenant's Proportionate Share of Operating Expenses for any period shall
constitute a waiver of Landlord's right to collect such amount for such period.

      (e)   ADJUSTMENTS IF BUILDING NOT FULLY OCCUPIED. Notwithstanding any
other provision herein to the contrary, it is agreed that in the event less than
90% of all rentable areas of the Building are occupied or are provided with
Building standard services during any calendar year (on average), an equitable
adjustment shall be made in computing each component of the Operating Expenses
for such year so that Operating Expenses shall be computed for such year as
though 90% of all rentable areas of the Building had been fully occupied during
such year and as though 90% of all rentable areas of the Building had been
provided with Building standard services during such year.

      4.3   DELETED.

      4.4   PERSONAL PROPERTY AND LEASEHOLD IMPROVEMENT TAXES. Tenant hereby
agrees to pay all taxes which may be levied with respect to Tenant's personal
property and trade fixtures located upon the Premises. Tenant agrees to use its
best efforts to cause such personal property and trade fixtures to be taxed or
assessed separately from the Premises and not as a lien thereon. If leasehold
improvements are made to the Premises (including any Tenant improvement
installed prior to the commencement of the term hereof and subsequent Tenant
alterations, additions, substitutions and improvements, but not including the
original tenant improvements constructed pursuant to the provisions of Section
5.1 below), and such improvements are used by a taxing authority in the
calculating of any property tax payable by Landlord, Tenant shall pay the
property taxes attributable to such leasehold improvements throughout the term
of this Lease within 30 days after being billed therefor by Landlord. Tenant
agrees to give to Landlord copies of all contracts for such leasehold
improvements within ten days of the execution of such contracts. Landlord shall
use those materials available to it (including the working papers of the taxing
authority) to determine the amount of taxes allocable to such leasehold
improvements and will calculate Tenant's bill for such taxes accordingly.

      4.5   TENANT'S PAYMENT OF ADDITIONAL RENT. Except as otherwise
specifically provided herein, any sum, amount, item or charge designated or
considered as additional rent in this Lease or any other sum, amount, item or
charge payable by Tenant to Landlord pursuant to this Lease (all of which sums
together with Basic Rent are sometimes referred to in this Lease as 'Rent')
shall be paid by Tenant to Landlord on the first day of the month following the
date on which Landlord notifies Tenant of the amount payable or on the tenth day
after the giving of such notice, whichever shall be later. Any such notice shall
specify in reasonable detail the basis of such additional Rent. Additional Rent
shall be paid by Tenant to Landlord without offset or deduction.

      4.6   LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant
to Landlord of Rent and other sums due hereunder will cause Landlord to incur
costs not

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contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges and late charges which may be imposed on Landlord by the
terms of any trust deed covering the Premises. Accordingly, if any installment
of Rent or other sum due from Tenant shall not be received by Landlord or
Landlord's designee within five days after such amount shall be due, Tenant
shall pay to Landlord a late charge equal to five percent (5%) of such overdue
amount, or a minimum of $250.00, whichever is greater. The parties hereby agree
that such late charge by Landlord shall in no event constitute a waiver of
Tenant's default with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted by law or equity or
pursuant to this Lease.

      4.7   SECURITY DEPOSIT. Concurrently with Tenant's execution of this
Lease, Tenant shall deposit with Landlord the amount of the security deposit as
set forth in the Fundamental Lease Provisions hereof. The sum shall be held by
Landlord as a security deposit for the faithful performance by Tenant of all of
the terms, covenants and conditions of this Lease, including but not limited to
the provisions relating to the payment of Rent and payment of any other amount
required to be paid by Tenant under this Lease or which Landlord may spend by
reason of Tenant's default or to compensate Landlord for any other loss or
damage which Landlord may suffer by reason of Tenant's default. If any portion
of the deposit is so used or applied, Tenant shall within ten days after written
demand therefor, deposit the original amount with Landlord. Tenant's failure to
so do shall be a material breach of this Lease. Landlord shall not be required
to keep this security deposit separate from its general funds, and Tenant shall
not be entitled to interest on such deposit. If Tenant shall fully and
faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord's option, to the last assignee of Tenant's interests hereunder) at the
expiration of the Lease term and after Tenant has vacated the Premises.

      4.8   RECEIPT OF PAYMENTS. The receipt and acceptance by Landlord of
delinquent Rent or a portion of the Rent or other payment due shall not
constitute a waiver of the delinquency of the remaining portion of the Rent or
other payment due or a waiver of any other default, and shall not constitute
waiver of the right to command a late charge with respect to such payment.

      4.9   PAYMENTS FROM TENANT. Any rental payments or other sums received
from Tenant or any other person in connection with this Lease shall be
conclusively presumed to have been paid by Tenant or on Tenant's behalf, unless
(a) Landlord has been given prior written notice to the contrary by Tenant, and
(b) Landlord has consented to payment of such sums by such person other than
Tenant. In no event shall the foregoing be construed as requiring Landlord to
accept any rental payments or other sums from any person other than Tenant.

  ARTICLE 5 PREMISES IN 'AS IS' CONDITION

      5.1   LANDLORD'S WORK. The Premises shall be leased 'as is'.

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      5.2   TENANT DELAYS. Deleted

      5.3   EXCESS COSTS. Deleted

ARTICLE 6 USE OF THE PREMISES

      6.1   PERMITTED USE. Tenant shall use the Premises solely for general
office purposes. Not withstanding the foregoing, the Premises shall not be used
for title Company purposes nor for medical or dental offices. The general office
space may be used for sale and display of holograms and basement space may be
used for storage. Provided, however, in accordance with the provisions of
Article 17, no Hazardous Substances, as defined in Article 17, may be brought
upon or kept or used in or about the Premises or the Building by the Tenant.

      6.1(a) EXCLUSIVE USE. Deleted

      6.2   EFFECT OF USE ON INSURANCE. Tenant shall not do or permit anything
to be done in or about the Premises nor bring or keep anything therein which
will in any way increase the existing rate or affect any fire or other
insurance upon the Building or any of its contents, or cause a cancellation of
the insurance policy covering the Building or any part thereof or any of its
contents, nor shall Tenant sell or permit to be kept, used or sold in or about
said Premises any articles which may be prohibited by a standard form policy of
insurance. Without limitation upon Landlord's remedies for Tenant's breach of
this covenant, Tenant shall promptly upon demand reimburse Landlord for any
additional premium charged upon such policy by reason of Tenant's failure to
comply with the provisions of this Article.

      6.3   PROHIBITED USES. In addition to those uses prohibited in section 6.l
above, Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of any
other tenants of the Building or injure or annoy them, nor shall Tenant cause,
maintain or permit any nuisance in, on or about the Premises. Tenant shall not
commit or suffer to be committed any waste in or upon the Premises.

      6.4   RULES AND REGULATIONS. The Rules and Regulations attached to this
Lease as Exhibit 'E', as well as such reasonable rules and regulations as may be
hereafter adopted by Landlord for the safety, care, utilization and cleanliness
of the Premises, the Building, the Common Areas and the Parking Facilities, and
the preservation of good order thereon (the 'Rules and Regulations'), are hereby
expressly made a part hereof, and Tenant agrees to comply with such rules and
regulations and the violation of any of them shall constitute a default by
Tenant under this Lease. If there is a conflict between the Rules and
Regulations and any of the provisions of this Lease, the provisions of this
Lease shall prevail. Landlord shall not be responsible to Tenant for the
nonperformance by any other tenant or occupant of the Building of any of said
Rules and Regulations.

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      6.5   SAFETY. Tenant shall keep the Premises equipped with all safety
appliances required by law or ordinance or any other regulation of any public
authority because of any use made by Tenant. Tenant shall procure all licenses
and permits so required because of such use and, if requested by Landlord, shall
do any work so required because of such use, it being understood that the
foregoing provisions shall not be construed to broaden in any way the uses on
the Premises permitted under this Lease.

      6.6   NO ILLEGAL USE. Tenant shall not use the Premises in any way, or
permit anything to be done in or about the Premises, which will conflict with
law, ordinance or governmental rule or regulation or requirement of duly
constituted public authorities now in force or which may hereafter be enacted or
promulgated. Tenant shall at its sole cost and expense promptly comply with all
laws, statutes, ordinances and governmental rules, regulations or requirements
now in force or which may hereafter be in force and the requirements of any
board of fire underwriters or other similar body now or hereafter constituted
relating to or affecting the condition, use or occupancy of the Premises.

ARTICLE 7 SERVICE AND UTILITIES

      7.1   LANDLORD'S OBLIGATIONS. Subject to Article 4 and Section 7.3 hereof,
and subject to the Rules and Regulations and subject to governmental regulation,
Landlord agrees to make available to the Premises water and electricity suitable
for the intended use of the Premises, and heat and air conditioning required in
Landlord's reasonable judgment for the comfortable use and occupancy of the
Premises, trash removal and exterior window washing customary for similar
buildings in the geographical area. Landlord shall also provide janitorial
service for the Common Areas only and also maintain and keep lighted the common
stairs, entries and toilet rooms in the Building.

      7.2   INTERRUPTION OF SERVICES. Landlord shall not be in default hereunder
or be liable for any damages directly or indirectly resulting from, nor shall
the Rent herein reserved be abated by reason of (a) the installation, use or
interruption of use of any equipment in connection with the furnishing of any of
the foregoing utilities and services unless due to Landlord's gross negligence,
(b) failure or delay in furnishing any such utilities or services when such
failure or delay is caused by Acts of God or the elements, the making of
reasonable repairs or improvements to the Premises or to the Building, labor
disturbances of any character, or any other accidents or conditions beyond the
reasonable control of Landlord, or (c) the limitation, curtailment, rationing or
restriction on use of water or electricity, gas or any other form of energy or
any other service or utility whatsoever serving the Premises or the Building.
Furthermore, Landlord shall be entitled to cooperate voluntarily with the
efforts of national, state or local governmental agencies or utilities suppliers
in reducing energy or other resources consumption.

      7.3   TENANT'S OBLIGATIONS. Tenant shall pay for, prior to delinquency,
all telephone and all other materials and services not expressly required to be
provided by Landlord, which may be furnished to or used in, on or about the
Premises during the term of this Lease. Tenant shall also

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pay, prior to delinquency, all charges and fees required to be paid by Tenant by
the Rules and Regulations. Notwithstanding any contrary provision of this
Article, Tenant agrees to bear the cost of no less than that portion of the
services provided by Landlord described in Section 7.1 which clearly reflects
the use by Tenant of the Premises and the services provided by Landlord with
respect thereto, such as computer utility costs and unusual electricity, air
conditioning, heat or water requirements, and Landlord may, in its sole
discretion, increase or decrease, from time to time during the term of this
Lease, the portion of such cost of such services to be paid by Tenant in
addition to Tenant's Proportionate Share of Operating Expenses. Landlord may,
but shall have no obligation to, install (a) at Tenant's cost, separate meters
to measure the consumption by Tenant of utility resources including but not
limited to, electricity, or (b) meters to measure such utility resource
consumption by two or more tenants, the prorate share of Tenant and each such
other tenant(s) for both installation and resource usage to be equitably
determined by Landlord. Tenant shall not, without the written consent of
Landlord, use any apparatus or device in the Premises, including without
limitation, electronic data processing machines, punch card machines, and
machines using excess lighting or using current in excess of 120 volts, which
will in any way increase the amount of 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, any apparatus or device for the purposes of using electrical
current or water. If Tenant shall require water or electric current or any other
resource in excess of that usually furnished or supplied for use of the Premises
as general office space, Tenant shall first procure the consent of Landlord
which Landlord may refuse, to the use thereof. The cost of any electrical or
other distribution equipment above the scope of Landlord's responsibility set
forth in Exhibit 'C' and of installation, maintenance, and repair thereof
shall be paid for by Tenant; space for electrical or other distribution
equipment (including but not limited to electrical panels, switches, feeders,
sub-feeders and transformers) shall be provided in the Premises as required by
code and good space planning procedures, as determined by Landlord. Tenant
agrees to pay Landlord promptly upon demand by Landlord for all such water,
electric current or other resource consumed, as shown by any meters, at the
rates charged by the local public utilities furnishing the same, plus any
additional expense incurred in keeping account of the water, electric current or
other resource so consumed. Tenant shall be responsible, at Tenant's sole cost,
for finding space within the Premises for, Tenant's telephone system and
equipment, and Tenant acknowledges that use by Tenant of any common telephone
board, room or closet shall be at Landlord's sole discretion. Any sums payable
pursuant to the foregoing provisions of this Section 7.3 shall be considered
additional rent and may be added to any installment of rent thereafter becoming
due, and Landlord shall have the same remedies for a default in payment of such
sum as for a default in the payment of rent. Tenant shall also provide and pay
for janitorial services and interior window washing for the Premises.

      7.4   LOBBY DIRECTORY. The ground-level floor of the Building shall
include a directory of the Building where Tenant names shall be listed as
determined by Landlord from time to time. To the extent Landlord deems
reasonable, Landlord shall accommodate the listing of as many as possible of the
names of executive employees at the Premises.


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ARTICLE 8 MAINTENANCE AND REPAIRS

      8.1   LANDLORD'S OBLIGATIONS. Except as otherwise provided in Section 8.2
below, Landlord shall make such repairs to the roof, exterior walls, floor
slabs, Building mechanical and electrical systems (including all plumbing,
pipes, fixtures, electrical wiring, breakers and switches, and heating,
ventilating and air conditioning equipment) and the Common Area and the Parking
Facilities, as may be necessary to keep them in serviceable condition. Tenant
hereby waives the right to make repairs at Landlord's expense under the
provisions of any applicable laws. Any maintenance or repair of Building
mechanical and electrical systems required by reason of damage or misuse by
Tenant or its employees, agents or invitees shall be made by Landlord and may be
billed to Tenant as additional rent under Article 4 of this Lease.

      8.2   TENANT'S OBLIGATIONS.

      (a)   Tenant shall maintain the Premises at Tenant's sole cost and expense
in good order, condition and repair. The Tenant's obligation under this
paragraph shall extend to the interior surfaces of the ceilings, walls and
floors located within the Premises, all surfaces of all doors, door frames,
windows and glass within the Premises or separating the Premises from the
Common Areas, all plumbing, pipes, fixtures, electrical wiring, breakers and
switches, servicing the Premises exclusively (but only to the extent maintenance
or repair is required by damage or misuse as distinguished from ordinary wear
and tear), any heating, ventilating and air conditioning equipment servicing the
Premises exclusively (but only to the extent maintenance or repair is required
by damage or misuse as distinguished from ordinary wear and tear), all tenant
improvements and fixtures, and any equipment installed by or at the expense of
Tenant.

      (b)   Tenant agrees to repair any damage to the Premises or the Building
caused by or in connection with (i) the moving by Tenant or, its employee or
agents into the Premises, (ii) the use of the Premises or portions of the
Building by Tenant or its employees, agents or invitees, or (iii) the removal of
any articles of personal property, business or trade fixtures, machinery,
equipment, cabinetwork, 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 the Tenant's sole cost and expense. Tenant
agrees to give Landlord notice of any damage and Landlord shall have the right
to repair the damage at Tenant's expense or to supervise Tenant's repair of the
damage.

      (c)   In the event Tenant fails to maintain the Premises in good order,
condition and repair, or to repair damage as provided above, Landlord may (but
shall not be obligated to) give Tenant notice to do such acts as are reasonably
required to so maintain the Premises. In the event that after such notice Tenant
shall fail to promptly commence such work and diligently prosecute it to
completion, then 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 after demand
with interest from the date of such work.

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ARTICLE 9 PARKING

      9.1   USE OF PARKING. During the term of this Lease, Tenant shall be
assigned 27 parking stalls in the parking area located on the Property which
may, at Landlord's option, be designated by Landlord as stalls reserved for
Tenant or its employees or invitees, provided, however, that no less than 2.5%
of such stalls shall be designated as parking for Tenant's invitees. The 25%
invitee stalls may be used for parking by Tenant or its employees unless in
Landlord's sole determination, such use results in Tenant's invitees use of
other parking stalls which adversely impacts other tenant assigned parking
space. If Landlord makes such determination, Landlord will give Tenant written
notice of such determination and Tenant shall immediately cease using Tenant
invitee stalls for Tenant or Tenant's employee parking. Parking stalls may be
reserved for any other tenants based upon 4 parking stalls for each 1,000 square
feet of space rented by such other tenants under the same conditions as
hereinabove set forth for Tenant. In the event that parking stalls are
designated or reserved for exclusive use by other tenants or their employees and
invitees, such parking stalls shall not be available for parking by Tenant or
its employees or invitees. Landlord further reserves the right to designate
non-assigned parking stalls for patrons of the Building. Such parking stalls
shall not be available for parking by Tenant or its employees and shall be used
for patrons of the Building on a first-come, first-serve basis.

      9.2   EMPLOYEE PARKING. Tenant acknowledges that its employees and the
employees of other tenants of Landlord within the Building shall not be entitled
to the use of parking spaces in the parking area located on the Property which
may from time to time be designated for patrons of the Building. Landlord may
designate the location of all stalls designated for employee parking and for
invitee parking. Landlord shall have the right to change the location of such
designated parking stalls from time to time. Tenant and its employees shall park
their cars only in those portions of the parking area, if any, designated by
Landlord for the purpose of employee parking.

      9.3   SUITABLE. Tenant acknowledges that neither Landlord nor any agent of
Landlord has made any representation or warranty as to the suitability of the
parking area for the conduct of Tenant's business.

      9.4   LANDLORD CONTROL. Landlord shall have certain rights and authority
relative to the use and control of the parking areas, including, without
limitation, the right to rearrange the parking spaces and improvements in the
parking area, to take all or any portion of the parking area for the purpose of
maintaining, repairing or restoring same, or for any other purpose, and to do
and perform such other acts in, to and with respect to the parking area at the
sole discretion of Landlord.

  ARTICLE 10 ALTERATIONS AND ADDITIONS

      10.1  CONSENT. Tenant shall not, without Landlord's prior written consent,
which consent shall not be unreasonable withheld, make any alterations,
decorations, improvements, or additions

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(hereinafter collectively 'Alterations'), in, to or about the Premises. If,
prior to the termination of this Lease, or within 15 days thereafter, Landlord
so directs by written notice to Tenant, Tenant shall, prior to termination or
within ten days after receipt of such notice (whichever is later), remove any
Alterations which were placed in or on the Premises by Tenant and which are
designated in such notice, and shall repair any damage occasioned by such
removal and in default thereof Landlord may effect any removals and repairs at
Tenant's expense.

      10.2  PLANS REQUIRED. Any Alterations in or about the Premises that Tenant
shall desire to make shall be presented to Landlord in written form, with
proposed detailed plans. If Landlord shall give its consent, the consent shall
be deemed conditioned upon Tenant acquiring a permit to do the work from
appropriate governmental agencies, the furnishing of a copy of such permit to
Landlord prior to the commencement of the work, and the compliance by Tenant
with all conditions of the permit in a prompt and expeditious manner. Landlord
may, as a condition to its consent to any Alterations, require Tenant to provide
Landlord, at Tenant's sole cost and expense, a performance and/or payment bond
or a lien and completion bond in an amount equal to one and one-half (1/l/2)
times the estimated cost of the Alterations, to insure Landlord that Alterations
shall be completed satisfactorily to Landlord. In performing the work of any
such Alterations, Tenant agrees to use a bondable contractor, which contractor
shall be either (a) one of the contractors set forth in a listing of approved
contractors prepared by Landlord or (b) if not set forth on such a listing,
approved by Landlord in writing prior to the commencement of Tenant's work.

      10.3  ATTACH TO PREMISES. Unless Landlord requires their removal as set
forth above, all Alterations shall become the property of Landlord and remain
upon and be surrendered with the Premises at the expiration of the term or
earlier termination of this Lease.

      10.4  PERFORMANCE. Tenant shall construct Alterations in a good and
workmanlike manner and shall diligently prosecute such construction to
completion, to the end that the improvements on the Premises shall at all times
be a complete unit except during the period of work. Tenant shall have the work
performed in such a manner so as not to (a) obstruct the access of any other
tenant in the Building, (b) interfere with the rights of quiet enjoyment of the
premises of the other tenants in the Building, or (c) damage any portion of the
Building, including the Common Areas.

      10.5  COMPLIANCE. Any Alterations shall be performed and done strictly in
accordance with the laws and ordinances relating thereto, and with the
requirements of all carriers of insurance on the Premises and on the Building,
and the Board of Underwriters, Fire Rating Bureau, or similar organization.

      10.6  NOTICE OF WORK. Before commencing any such work or construction in
or about the Premises, Tenant shall notify Landlord in writing at least ten days
prior to the expected date of commencement thereof. Landlord shall have the
right at any time and from time to time to post and maintain on the Premises
such notices as Landlord deems necessary to protect the Premises and Landlord
from the liens of mechanics, laborers, materialmen, suppliers or vendors.

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      10.7  ALTERATIONS NOT COVERED BY INSURANCE. In the event that any
Alterations are constructed pursuant to the terms and provisions of this
Article, Tenant agrees to carry such insurance as required by Article 13 below
covering any such Alterations, it being expressly understood and agreed that
none of such Alterations shall be insured by Landlord under such insurance as it
may carry upon the Building, nor shall Landlord be required under any provisions
of reconstruction of the Premises to reinstall any such Alterations.

      10.8  MECHANICS' LIENS NOT PERMITTED. Tenant hereby agrees that it will
pay or cause to be paid all costs for work done by it or caused to be done by it
on the Premises. Tenant shall not permit any mechanics', laborers',
materialmen's or similar liens on account of work done by Tenant or persons
claiming under it to be filed against the Building, nor against Tenant's
leasehold interest in the Premises. If Tenant shall desire to contest any claim
of lien, it shall furnish Landlord adequate security of the value or in the
amount of the claim, plus estimated costs and interest, or a bond of a
responsible corporate surety acceptable to Landlord in such amount as is
necessary to release the lien; provided, however, if a final judgment
establishing the validity or existence of a lien for any amount is entered,
Tenant shall pay and satisfy the same at once. Landlord shall have the right at
all reasonable times to post and keep posted on the Premises any notices which
it deem's necessary for protection from such liens.

      10.9  LANDLORD'S RIGHT TO CAUSE RELEASE. Subject to Section 10.8 above, if
any such liens are filed, Landlord may, without waiving its rights and remedies
based on such breach of Tenant and without releasing Tenant from any of its
obligations, cause such liens to be released by any means it shall deem proper,
including payment and satisfaction of the claim giving rise to such lien. Tenant
shall pay to Landlord at once, upon notice by Landlord, any sum paid by Landlord
to remove such liens, together with interest.

ARTICLE 11 RIGHTS RESERVED TO LANDLORD

      11.1  RIGHT OF ENTRY. Landlord reserves to itself and shall at any and all
times have the right to enter the Premises to inspect the same or to perform any
obligation of Tenant hereunder which Tenant has failed to perform
satisfactorily, to display the Premises to prospective purchasers or tenants, to
post and maintain notices of nonresponsibility, or any other notice, deemed
necessary by Landlord for the protection of its interest, to maintain or repair
the Premises or to alter, improve, maintain or repair any other portion of the
Building, specifically including its mechanical, electrical and telephone
systems, all without being deemed guilty of any eviction of Tenant and without
abatement of Rent, and may, in order to carry out such purposes, erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed as well as keep and store upon the
Premises all tools, materials and equipment necessary for such purposes,
provided that the business of Tenant shall not be unreasonably interfered with
or disrupted. The right of entry provided in this Section may be exercised
through agents or contractors engaged by Landlord, specifically including
contractors who will be responsible to maintain and repair the Building's
mechanical electrical and telephone systems. For each of the aforesaid purposes,
Landlord shall at all times have and retain a key with which to

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unlock all of the doors in, upon and about the Premises, excluding Tenant's
vaults and safes, and 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. Notwithstanding any contrary provision of this
Section 11.1, Landlord shall not enter the Premises during business hours
without the consent of Tenant, which consent shall not be unreasonably withheld,
except Landlord shall have the immediate right of entry at any time in an
emergency.

      11.2  BUILDING NAME CHANGE. Landlord reserves to itself and shall at any
and all times have the right to change the name or street address of the
Premises or the Building.

      11.3  SIGNS. Landlord reserves to itself and shall at any and all times
have the right to install and maintain signs on the exterior and interior of the
Building, except within the Premises.

      11.3a Tenant shall have the right to install signs at locations designated
by Landlord within the Premises. In addition, Tenant shall have the right to
install, at Tenant's sole expense, a sign on the exterior sign pedestal of the
Building located at the southeast comer of the Bank drive-up canopy. Tenant
agrees to submit plans for such sign to the Landlord for its approval at least
fifteen (15) days before installation. Such signage shall be compatible with
other Building signage. Landlord's approval shall not be unreasonably withheld.
Tenant shall reimburse Landlord for all costs of maintenance and repair of such
sign.

      11.4  REMODELING. Landlord reserves to itself and shall at any and all
times have the right to decorate, remodel, alter or otherwise repair the
Premises for reoccupancy during the last six months of the term hereof if Tenant
has vacated the Premises, or any time after Tenant abandons the Premises.

      11.5  WORK IN OR NEAR BUILDING. Landlord reserves to itself and shall at
any and all times have the right to do or permit to be done any work in or about
the exterior of the Building.

      11.6  BUSINESS IN BUILDING. Landlord reserves to itself and shall at any
and all times have the right to grant to anyone the exclusive right to conduct
any business or render any service in the Building, provided such exclusive
right shall not operate to exclude Tenant from the use expressly permitted by
this Lease.

      11.7  OTHER TENANCIES. Landlord reserves to itself and shall at any and
all times have the right to effect such other tenancies in the Building as
Landlord in the exercise of its sole business judgment shall determine to best
promote the interest of the Building. Tenant does not rely on the fact nor does
Landlord represent that any specific tenant or number of tenants shall during
the term of this Lease occupy any space in the Building.

      11.8  RIGHT TO OBTAIN TENANT ESTOPPEL CERTIFICATE. Within five days after
written request therefor from Landlord, Tenant shall execute and deliver to
Landlord a statement as Landlord may reasonably request, or as a prospective
purchaser or encumbrancer of the Building

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may request (a) certifying that this Lease is in full force and effect, without
modification (or if modified, stating the nature of such modification and
certifying that this Lease, as so modified is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, (b)
acknowledging that there are not any uncured defaults on the part of Landlord
hereunder, or specifying such defaults if they are claimed, and (c) responding
to any other requirements of a prospective purchaser or encumbrancer of the
Premises or the Building. Any such statements may be conclusively relied upon by
any prospective purchaser or encumbrancer of the Premises or the Building.
Tenant's failure to deliver such statement within such time shall be a binding
agreement of Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that there are no
uncured defaults in Landlord's performance hereunder, (iii) that not more than
one monthly installment of the Basic Rent has been paid in advance, and (iv)
that any terms or conditions of Landlord's or such purchaser's or encumbrance's
estoppel certificate are satisfied and agreed to by Tenant.

      11.9  SALE OF BUILDING. In the event of any sale or exchange of the
Building, other than a transfer for security purposes only, Landlord shall be
entirely freed and relieved of all liability under this Lease, including any
obligations arising out of any act, occurrence or omission relating to the
Premises or this Lease which occur after the consummation of such sale or
exchange and/or assignment. This Lease shall not be affected by any such sale
and Tenant agrees to attorn to the purchaser or assignee provided all Landlord's
obligations hereunder are assumed in writing by the transferee.

      11.10 NON-RECOURSE. The obligations of Landlord under this Lease do not
constitute personal obligations of the Landlord nor of its directors, officers
or shareholders, and Tenant shall look solely to the real estate that is the
subject of this Lease and to no other assets of the Landlord for satisfaction of
any liability in respect of this Lease and will not seek recourse against the
Landlord nor against its directors, officers or shareholders nor against any of
their personal assets for such satisfaction other than the Property or the
Building or any interest they may have in or to the Property or the Building or
any portion thereof.

  ARTICLE 12 INDEMNITY

      12.1  HOLD HARMLESS. Except for the willful misconduct or gross negligence
of Landlord, Tenant shall indemnify and hold Landlord harmless from and defend
Landlord against any and all claims or liability for any injury or damage to any
person or property whatsoever (a) occurring in, on or about the Premises, and
(b) occurring in, on or about the Common Areas and the Parking Facilities, when
such injury or damage is caused in part or in whole by the act, neglect, fault
or omission of any duty with respect to the same by Tenant, its agents,
contractors, employees or invitees. Tenant shall further indemnify and hold
Landlord harmless from and against any and all claims arising from any breach or
default in the performance of any obligation on Tenant's part to be performed
under the provisions of this Lease, or arising from any act or negligence of
Tenant, or any of its agents, contractors, employees and from and against all
costs, attorneys' fees, expenses and liabilities incurred in the defense of any
such claim or any action or proceeding

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brought thereon. In case any action or proceeding be brought against Landlord by
reason of any such claim, Tenant, upon notice from Landlord, shall defend the
same at Tenant's expense by counsel satisfactory to Landlord. Tenant, as a
material part of the consideration to Landlord, hereby assumes all risk of
damage to property or injury to persons in, upon or about the Premises from any
cause, and Tenant hereby waives all claims in respect thereof against Landlord,
except for damages resulting from Landlord's willful misconduct or gross
negligence. Landlord shall not be liable for any damages arising from any act or
neglect of any other tenant of the Building.

      12.2  EXEMPTION OF LANDLORD FROM LIABILITY. Except for the willful
misconduct or gross negligence of Landlord, Landlord shall not be liable to
Tenant for any compensation or reduction of Rent by reason of inconvenience or
annoyance or for loss of business arising from the necessity of Landlord or its
agents entering the Premises for any of the purposes authorized in this Lease,
or for repairing the Premises or any portion of the Building, however the
necessity may occur. In case Landlord is prevented or delayed from making any
repairs, alterations or improvement, or furnishing any services or performing
any other covenant or duty to be performed on Landlord's part pursuant to the
provisions of this Lease, by reason of any cause beyond Landlord's reasonable
control, including without limitation the causes set forth in Section 21.11
below, Landlord shall not be liable to Tenant therefor, nor, except as expressly
otherwise provided in Articles 14 and 15 below, shall Tenant be entitled to any
abatement or reduction of Rent by reason thereof, nor shall the same give rise
to a claim in Tenant's favor that such failure constitutes actual or
constructive, total or partial, eviction from the Premises. Tenant hereby agrees
that Landlord, except for the willful misconduct or gross negligence of Landlord
shall not be liable for injury to Tenant's business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of
Tenant, Tenant's employees, invitees, customers or any other person in or about
the Premises, nor shall Landlord be liable for injury to the person of Tenant,
Tenant's employees, agents or contractors, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause whatsoever. Landlord shall not be liable for any damages arising from any
act or neglect of any other tenant of the Building, theft, fire, act of God,
public enemy, injunction, riot, strike, insurrection, war, court order,
requisition, or order of governmental body or authority, or any other matter
beyond the reasonable control of Landlord.

  ARTICLE 13 TENANT'S INSURANCE

      13.1  POLICIES. All insurance required to be carried by Tenant hereunder
shall be issued by responsible insurance companies, qualified to do business in
the State in which the Premises are located and acceptable to Landlord and
Landlord's lender. Each policy shall name Landlord, and at Landlord's request
any mortgagee of Landlord, as an additional insured, as their respective
interests may appear, and as certificate holders, and copies of all policies or
certificates evidencing the existence and amounts of such insurance shall be
delivered to Landlord by Tenant at least ten days prior to Tenant's occupancy in
the Premises. No such policy shall be subject to cancellation or modification
except after 30 days written notice to Landlord and Landlord's lender. Tenant

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shall furnish Landlord and Landlord's lender with renewals or 'binders' of any
such policy at least 30 days prior to the expiration thereof. Tenant shall have
the right to provide such insurance coverage pursuant to blanket policies
obtained by the Tenant provided such blanket policies expressly afford coverage
to the Premises and to Tenant as required by this Lease. In the event of any
loss which is insured by a policy provided by Tenant and by any policy held by
Landlord, the parties agree that Tenant's insurance coverage shall be primary.

      13.2  PROPERTY INSURANCE. At all times during the term hereof, Tenant
shall maintain in effect policies of casualty insurance covering (a) all
leasehold improvements (including any alterations, additions or improvements as
may be made by Tenant pursuant to the provisions of Article 10 hereof), and (b)
trade fixtures, merchandise and other personal property from time to time in, on
or upon the Premises, in an amount not less than 100% of their actual
replacement cost from time to time during the term of this Lease, providing
protection against any peril included within the classification 'All Risks'. The
proceeds of such insurance shall be used for the repair or replacement of the
property so insured, except that upon termination of this Lease following a
casualty as set forth herein, the proceeds under (a) above shall be paid to
Landlord and the proceeds under (b) above shall be paid to Tenant if Tenant
would have the right to remove such trade fixtures, merchandise and other
personal property under this Lease. Otherwise, the proceeds under (b), or the
proportionate amount thereof relating to items that Tenant would not have the
right to remove, shall also be paid to Landlord.

      13.3  PUBLIC LIABILITY. Tenant shall at all times during the term hereof
and at its own cost and expense procure and continue in force Personal Injury,
Bodily Injury, and Property Damage Liability Insurance adequate to protect
Landlord against liability, including contractual, for injury to or death of any
person or damage to property in connection with the construction of improvements
on the Premises or with the use, operation or condition of the Premises or in
connection with the use by Tenant and its employers and agents of the common
areas of the Building and Parking Facilities. Such insurance at all times shall
have a combined single limit of not less than $3,000,000 on a per location
basis. The limits shall be adjusted from time to time during the term hereof,
upon request by Landlord, to such higher limits, as in Landlord's reasonable
judgment are customarily carried in the locale where the Building is located
with respect to similar properties.

      13.4  OTHER INSURANCE. Tenant shall also maintain any other form or forms
of Insurance as Tenant or Landlord or the mortgagees or ground lessors of
Landlord may reasonably require from time to time in the form and amounts and
against the risks which a prudent tenant would protect itself.

      13.5  WAIVER OF SUBROGATION. Any policy or policies of fire, extended
coverage or similar casualty insurance which Tenant obtains in connection with
the Premises shall include a clause or endorsement denying the insurer any right
of subrogation against Landlord to the extent rights have been waived by the
insured prior to the occurrence of injury or loss. Tenant hereby waives any
rights of recovery against Landlord for injury or loss due to hazards covered by
insurance to the extent of the injury or loss covered thereby.

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      13.6  VIOLATIONS. Tenant agrees that it will not keep, use, sell or offer
for sale in or upon the Premises any article which may be prohibited by any
insurance policy in force from time to time covering the Premises. In the event
Tenant's occupancy or conduct of business in or on the Premises, whether or not
Landlord has consented to the same, results in any increase in premiums for the
insurance carried from time to time by Landlord with respect to the Premises,
Tenant shall pay any such increased premiums as additional rent within ten (10)
days after being billed therefor by Landlord. In determining whether increased
premiums are a result of Tenant's use or occupancy of the Premises, a schedule
issued by the organization computing the issuance rate on the Premises, or the
Tenant Improvements showing the various components of such rate, shall be
conclusive evidence of the several items and charges which make up such rate.
Tenant shall promptly comply with all reasonable requirements of the insurance
authority or of any insurer now or hereafter in effect relating to the Premises.
If any insurance policy carried by Landlord shall be canceled or cancellation
shall be threatened, or the coverage thereunder reduced or threatened to be
reduced in any way, by reason of the use or occupation of the Premises or any
part thereof by Tenant or by any assignee or sub-tenant of Tenant or by anyone
permitted by Tenant to be upon the Premises, and if Tenant fails to remedy the
condition giving rise to cancellation, threatened cancellation or reduction of
coverage within forty-eight (48) hours after notice thereof, Landlord may, at
its option, either terminate this Lease or enter upon the Premises and attempt
to remedy such condition, and Tenant shall forthwith pay the cost thereof to
Landlord as additional rent. Landlord shall not be liable for any damage or
injury caused to any property of Tenant or of others located in the Premises as
a result of such entry. In the event that Landlord shall be unable to remedy
such condition, then Landlord shall have all of the remedies provided for in
this Lease in the event of a default by Tenant. Notwithstanding the foregoing.
provisions of this Section 13.6, if Tenant fails to remedy as aforesaid, Tenant
shall be in default of its obligation hereunder and Landlord shall have no
obligation to attempt to remedy such default.

      13.7  TENANT'S FAILURE TO INSURE. If Tenant fails to maintain any
insurance required by this Lease, Tenant shall be liable for any loss or cost
resulting from the failure. This Section shall not be deemed to be a waiver of
any of Landlord's rights and remedies under any other provision of this Lease.

ARTICLE 14 DAMAGE AND RESTORATION

      14.1  DAMAGE/RESTORATION. If any part of the Premises shall be damaged by
fire or other casualty or if any part of the Building shall be damaged by fire
or other casualty and such damage shall affect Tenant's occupancy of the
Premises, Tenant shall give prompt notice thereof to Landlord and Landlord shall
with reasonable diligence repair such damage, and if any part of the Premises
shall be rendered untenantable by reason of such damage (including
untenantability due to lack of access thereto or services therein), the Basic
Rent shall be equitably abated for a period from the date of such damage to the
date when such part of the Premises shall have been made tenantable unless (a)
Landlord shall make available to Tenant, during the period of such repair, other
space in the Building which is reasonably suitable for the temporary conduct of
Tenant's business or (b) such fire or other casualty shall have resulted from
the fault or neglect of Tenant

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   23
or its employees, licensees or invitees. Except for Landlord's willful
misconduct or gross negligence, Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the undertaking of such repair,
reconstruction or restoration. Landlord shall have no obligation to carry
insurance of any kind on Tenant's goods, furniture or furnishings or on Tenant's
property, and Landlord shall not be obligated to repair any damage thereto or to
replace the same.

      14.2  EXCEPTIONS TO OBLIGATION TO REBUILD. Notwithstanding the provisions
of Section 14.1 above, if substantial alteration or reconstruction of the
Building shall be required as a result of damage by fire or other casualty
(whether or not the Premises shall have been damaged by such fire or other
casualty and whether or not such damage is covered by insurance carried by
Landlord), or if the proceeds of available insurance are less than 100% of the
cost of restoration, or if the damage to the Premises or Building is a result of
an uninsured risk, then this Lease and the term and estate hereby granted may be
terminated by Landlord by its giving to Tenant within 90 days after the date of
such damage a notice specifying a date, not less than 30 days after the giving
of such notice, for such termination. In the event of the giving of such notice
of termination, this Lease and the term and estate hereby granted shall cease
and terminate as of the date specified therefor in such notice, and the Basic
Rent payable hereunder shall be prorated as of the date of such damage.

      14.3  MUTUAL RELEASE. Upon any termination of this Lease under any of the
provisions of this Article, the parties shall be released thereby without
further obligation to the other from the date possession of the Premises is
surrendered to Landlord, except for items which have theretofore accrued and are
then unpaid.

      14.4  DELAY IN RESTORATION. Tenant shall not be released from any of its
obligations under this Lease by reason of fire or other casualty, except to the
extent and upon the conditions expressly stated in this Article. Notwithstanding
anything to the contrary contained in this Article, should Landlord be delayed
or prevented from repairing or restoring the damaged Premises or Building by
reason of acts of God, war, governmental restrictions, inability to procure the
necessary labor or materials, or any other cause beyond the reasonable control
of Landlord, Landlord shall be relieved of its obligation to make such repairs
or restoration for a period equal to such delay or prevention, provided however,
if such delay in restoration exceeds a period of 90 days, Tenant shall have the
option to terminate this Lease, in such event, Landlord shall not be liable to
Tenant for any loss or damage whatsoever and Tenant shall not be liable for any
additional rent.

      14.5  EXTENT OF LANDLORD'S OBLIGATION TO REPAIR. It is hereby understood
that if Landlord is obligated to or elects to repair or restore as herein
provided, Landlord shall be obligated to make repairs or restoration only of
those portions of the Building and the Premises which were originally provided
at Landlord's expense, and the repair and restoration of items not provided at
Landlord's expense shall be the obligation of Tenant.

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   24
      14.6  LAST YEAR OF TERM. Notwithstanding anything to the contrary
contained in this Article, Landlord shall not have any obligation whatsoever to
repair, reconstruct or restore the Building or tile Premises when the damage
resulting from any casualty covered under this Article occurs during the last 12
months of the term of this Lease or any extension hereof.

      14.7  EXPRESS AGREEMENT. This Lease shall be considered an express
agreement governing any case of damage to or destruction of the Building or the
Premises by fire or other casualty, and any law which purports to govern the
rights of Landlord and Tenant in such a contingency in the absence of express
agreement, and any successor or other law of like import, shall have no
application.

ARTICLE 15 CONDEMNATION

      15.1  CONDEMNATION. If all or a substantial part of the Premises shall be
taken or appropriated for public or quasi-public use by the right of eminent
domain, with or without litigation or transferred by agreement in connection
with such public or quasi-public use, either party hereto shall have the right
at its option exercisable within 30 days of receipt of notice of such taking to
terminate this Lease as of the date possession is taken by the condemning
authority, provided, however, that before Tenant may terminate this Lease by
reason of taking or appropriation as provided herein above, such taking or
appropriation shall be of such an extent and nature as to economically frustrate
Tenant's business as well as to substantially handicap, impede or impair
Tenant's use of the Premises. If any part of the Building other than. the
Premises shall be taken or appropriated, for public or quasi-public use,
Landlord shall have the right at its option to terminate this Lease. In the
event of a partial taking with respect to which a right of termination of this
Lease does not exist or is not exercised, Basic Rent shall be equitably abated
to the extent Tenant's business is economically impaired. A sale by Landlord
under threat of condemnation shall constitute a 'taking' for the purpose of this
Article.

      15.2  RESTORATION. In the event of a partial taking which does not result
in a terminations of this Lease, Landlord shall proceed with reasonable
diligence to restore the remaining portion of the Premises (other than Tenant's
property or any of Tenant's goods, furniture or furnishings) as nearly as
practicable to its condition prior to such condemnation or taking. Tenant agrees
that Landlord's obligation to restore is limited by the provisions of Sections
14.4 and 14.5 above.

      15.3  AWARD. In the event of any condemnation or taking of all or a part
of the Building, Landlord shall be entitled to receive the entire award in the
condemnation proceeding, including any award made for the value of the estate
vested by this Lease in Tenant, and Tenant hereby assigns to Landlord any and
all right, title and interest of Tenant now or hereafter arising in or to any
such award or any part thereof, and Tenant shall be entitled to receive no part
of such award; provided, however, that nothing shall preclude Tenant from
intervening in any such condemnation proceeding to claim or receive from the
condemning authority any compensation to which Tenant may otherwise lawfully be
entitled in such case with respect only to Tenant's personal property or for
relocation costs.

                                       23

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      15.4  CONDEMNATION FOR A LIMITED PERIOD. Notwithstanding the provisions of
Sections 15.1, 15.2 and 15.3 above, if all or any portion of the Premises shall
be condemned or taken for governmental occupancy for a limited period, Lease,
shall not terminate, there shall be no abatement of Basic Rent or additional
rent payable hereunder, and Tenant shall be entitled to receive the entire award
therefor (whether paid as damages, rent or otherwise) unless the period of
governmental occupancy extends beyond the expiration of this Lease, in which
case Landlord shall be entitled to such part of such award as shall be properly
allocable to the cost of restoration of the Premises, and the balance of such
award shall be apportioned between Landlord and Tenant as of the date of such
expiration. If the termination of such governmental occupancy is prior to
expiration of this Lease, Tenant shall, to the extent an award has been made for
the purpose of restoring the Premises, after application for the diligent
pursuit of such award by Tenant, restore the Premises as nearly as possible to
the condition of the Premises prior to the condemnation or taking.

ARTICLE 16 ASSIGNMENT, SUBLEASE AND ENCUMBRANCE

      16.1  LANDLORD'S CONSENT REQUIRED. Tenant shall not voluntarily or by
operation of law assign, license, franchise, transfer, mortgage, hypothecate, or
otherwise encumber all or any part of this Lease or any interest therein, and
shall not sublet, franchise, change ownership or license all or any part of the
Premises, without first obtaining the prior written consent of Landlord thereto,
which consent shall not be unreasonably withheld. Any attempted assignment,
license, franchise, transfer, mortgage, encumbrance, subletting or change of
ownership without such consent being first had and obtained shall be wholly void
and shall confer no rights upon any third parties even if Landlord accepts rent
from the third party. Landlord's consent shall not be deemed unreasonably
withheld if the proposed new tenant is anyone with whom Landlord has negotiated
for a direct lease within the preceding 12 months, anyone with whom Landlord is
negotiating a direct lease at the time of such proposed assignment or sublease,
anyone on Landlord's list of prospective new tenants, or any current or prior
occupant or tenant of the Building; or if in Landlord's opinion the business
operation conducted on the Premises is or may in any way adversely affect the
Building or other tenants during the term of the Lease by such proposed
assignment, license, franchise, transfer, mortgage, encumbrance or subletting;
or the financial worth of a proposed new tenant is less than that of Tenant or
the financial worth of the guarantor of a proposed new tenant is less than that
of the guarantor of Tenant. Furthermore, Landlord hereby reserves the right to
condition Landlord's consent to any assignment or sublease upon Landlord's
receipt from Tenant of a written agreement, in form and substance acceptable to
Landlord, pursuant to which Tenant shall pay over to Landlord all rent or other
consideration received by Tenant from any such subtenant or assignee, either
initially or over the term of the assignment or sublease, in excess of the rent
called for hereunder, or, in case of the sublease of a portion of the Premises,
in excess of such rent allocable to such portion, after appropriate adjustments
to assure that all other payments called for hereunder are taken into account.
Tenant shall indemnify and hold Landlord harmless from and defend Landlord
against any and all claims

                                       23

   26
or liability (including, without limitation, the claim of or liability to any
proposed assignee or sublessee or any broker) for Landlord's reasonable refusal
to consent.

      16.2  TENANT'S APPLICATION (ASSIGNMENT AND SUBLEASE). In the event that
Tenant desires at any time to assign this Lease or to sublet the Premises or any
portion thereof Tenant shall submit to Landlord at least 60 days prior to the
proposed effective date of the assignment or sublease ('Proposed Effective
Date'), in writing: (a) a request for permission to assign or sublease, setting
forth the Proposed Effective Date, which shall be no less than 60 nor more than
90 days after the sending of such notice; (b) the name of the proposed subtenant
or assignee; (c) the nature of the proposed subtenant's or assignee's business
to be carried on in the Premises (reference is made to Section 17.3 in this
regard); (d) the name of the guarantor, if any, of the proposed subtenant or
assignee; (e) the terms and provisions of the proposed sublease or assignment;
(f) current audited financial statements of the proposed subtenant or assignee
and the guarantor, if any, of the proposed subtenant or assignee, and (g) the
fee for review pursuant to Section 16.4.

      16.3  RECAPTURE. If Tenant proposes to assign this Lease, Landlord may, at
its option, exercisable upon written notice to Tenant within 30 days after
Landlord's receipt of the notice from Tenant set forth in Section 16.2 above,
elect to recapture the Premises and terminate this Lease. If Tenant proposes to
sublease all or part of the Premises, Landlord may, at its option exercisable
upon written notice to Tenant, within 30 days after Landlord's receipt of the
notice from Tenant set forth in Section 16.2 above, elect to recapture such
portion of the Premises as Tenant proposes to sublease and, upon such election
by Landlord, this Lease shall terminate as to the portion of the Premises
recaptured. In the event a portion only of the Premises is recaptured the rent
payable under this Lease shall be proportionately adjusted. If Landlord does not
elect to recapture pursuant to this Section 16.3, Tenant may thereafter enter
into a valid assignment or sublease with respect to the Premises, provided
Landlord, pursuant to this Article, consents thereto, and provided further that
(a) such assignment or sublease is executed within 90 days after notification to
Landlord of such proposal, and (b) the rental therefor is not less or greater
than that stated in such notification. Notwithstanding the aforesaid, no
termination of this Lease with respect to the Premises shall become effective
without the prior written consent of the holder of any first deed of trust to
which this Lease is then subject.

      16.4  FEES FOR REVIEW. In the event that Tenant shall request to assign,
transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest
therein, or sublet the Premises or any part thereof, Tenant shall pay to
Landlord a non-refundable $250.00 fee for Landlord's time and processing
efforts, and for expenses incurred by Landlord in connection with reviewing such
transaction. In addition to such fee, Tenant shall pay to Landlord in the event
Landlord retains the services of an attorney to review the transaction, all
reasonable attorneys' fees incurred by Landlord in connection therewith but not
less than $250.00. Tenant shall pay such nonreimbursable fee as provided in
Section 16.2 hereof and shall pay such attorneys' fees to Landlord within five
days after written request therefor and such payment shall be a condition to any
approval by Landlord.

                                       24
   27



      16.5  COLLECTION/NO RELEASE. If this Lease be assigned, or if the Premises
or any part thereof may be sublet or occupied by anybody other than Tenant,
Landlord may collect rent from the assignee, subtenant or occupant and apply the
net amount collected to the Rent herein reserved and retain any excess rent so
collected, but no such assignment, subletting, occupancy or collection shall be
deemed a waiver of Tenant's covenant set forth in the first sentence of Section
16.1 above, nor shall such assignment, subletting, occupancy or collection be
deemed an acceptance by Landlord of the assignee, subtenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. No assignment or subletting
shall affect the continuing primary liability of Tenant hereunder (which,
following assignment, shall be joint and several with the assignee), and Tenant
shall not be released from performing any of the terms, covenants and conditions
of this Lease.

      16.6  IMPLIED ASSIGNMENT. If Tenant hereunder is a corporation, a limited
liability company, an unincorporated association or a partnership, the transfer,
merger, assignment or hypothecation of any stock or interest in such
corporation, limited liability company, association or partnership in the
aggregate in excess of 25% shall be deemed an assignment within the meaning and
provisions of this Article; provided however, that a transfer or assignment of
any such stock or interest by a shareholder or member to his spouse, children or
grandchildren is excepted from the foregoing provision.

      16.7  DELETED

ARTICLE 17 HAZARDOUS SUBSTANCES

      17.1  TENANT'S COVENANTS REGARDING HAZARDOUS SUBSTANCES.

      (a)   LANDLORD'S CONSENT REQUIRED. Tenant shall not cause or permit any
'Hazardous Substances,' as defined below, to be brought upon or kept or used in
or about the Premises or the Building by Tenant, its agents, employees,
contractors, or invitees.

      (b)   COMPLIANCE WITH ENVIRONMENTAL LAWS. Tenant shall at all times and in
all respects comply with all local, state, and federal laws, ordinances,
regulations and orders (collectively, 'Hazardous Substances Laws') relating to
industrial hygiene, environmental protection, or the use, analysis, generation,
manufacture, storage, disposal, or transportation of any Hazardous Substances.

      (c)   DEFINITION OF HAZARDOUS SUBSTANCES. As used in this Agreement, the
term 'Hazardous Substances' means any hazardous or toxic substances, materials
or wastes, including, but not limited to, those substances, materials, and
wastes listed in the United States Department of Transportation Hazardous
Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as
hazardous substances (40 CFR Part 302) and amendments thereto, or such
substances, materials and wastes which are or become regulated under any
applicable local, state or federal law including, without limitation, any
material, waste or substance which is (i) petroleum, (ii) asbestos, (iii)
polychlorinated biphenyls, (iv) defined as a 'hazardous waste,' under

                                       25


   28

Section 19-6-102 of the Utah Code Annotated, Solid and Hazardous Waste Act, or
any rule promulgated thereunder, (v) designated as a 'hazardous substance'
pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251, et seg.
(33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water
Act (33 U.S.C. Section 1317), (vi) defined as a 'hazardous waste' pursuant to
Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901, et seq. (42 U.S.C. Section 6903), (vii) defined as a 'hazardous substance'
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section 9601, et seg. (42 U.S.C.
Section 9601), or (viii) any hazardous air pollutants listed pursuant to Section
112 of the Clean Air Act (42 U.S.C. Section 7412).

      17.2  INDEMNIFICATION OF LESSOR. Tenant shall indemnify, defend (by
counsel acceptable to Landlord), protect, and hold harmless Landlord, and each
of Landlord's partners, directors, officers, employees, agents, attorneys,
successors, and assigns, from and against any and all claims, liabilities,
penalties, fines, judgments, forfeitures, losses (including, without limitation,
diminution in the value of the Premises or the Building, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the Premises
or the Building, costs or expenses (including attorneys' fees, consultant fees,
and expert fees) for the death of or injury to any person or damage to any
property whatsoever, arising from or caused in whole or in part, directly or
indirectly, (a) by the presence in, on, under, or about the Premises, or any
discharge or release in or from the Premises of any Hazardous Substances or
Tenant's use, analysis, storage, transportation, disposal release, threatened
release, discharge, or generation of Hazardous Substances to, in, on, under,
about, or from the Premises or the Building, or (b) Tenant's failure to comply
with any Hazardous Substances Law. Tenant's obligations under this Section 17.2
shall include, without Limitation, and whether foreseeable or unforeseeable, any
and all costs incurred in connection with any investigation of site conditions,
and any and all costs of any required or necessary repair, cleanup,
detoxification, or decontamination of the Premises or The Building, and the
preparation and implementation of any closure, remedial action, or other
required plans in connection therewith. Tenant's obligations under this Section
17.2 shall survive the expiration or earlier termination of the term of the
Lease. For purposes of the release and indemnity provisions hereof any acts or
omissions of Tenant, or by employees, agents, assignees, contractors, or
subcontractors of Tenant or others acting for or on behalf of Tenant (whether or
not they are negligent, intentional, willful or unlawful), shall be strictly
attributable to Tenant.

      17.3  WITHHOLDING CONSENT TO PROPOSED TRANSFEREES. Tenant acknowledges and
agrees that it shall not be unreasonable for Landlord to withhold its consent to
any proposed assignment, subletting or transfer of Tenant's interest in this
Lease if (a) the anticipated use of the Premise by the proposed assignee,
subtenant, or transferee (collectively, a 'Transferee') involves the generation,
storage, use, treatment, or disposal of Hazardous Substances; (b) the proposed
Transferee has been required by any prior lessor, lender, or governmental
authority to make remedial action in connection with Hazardous Substances
contaminating a property, if the contamination resulted from such Transferee's
actions or use of the property in question; or (c) the proposed Transferee is
subject to au enforcement order issued by any governmental authority in
connection with the use, disposal or storage of a Hazardous Substance.

                                       26


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ARTICLE 18 DEFAULTS

      18.1  DEFAULT BY TENANT. The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant:

      (a)   FAILURE TO PAY RENT. Any failure by Tenant to pay Rent or to make
any other payments required to be made by Tenant hereunder where such failure
continues for five days after such payment is due and payable.

      (b)   ABANDONMENT. The abandonment as defined by Utah law or vacation of
the Premises by Tenant.

      (c)   NON-PERFORMANCE of Other Covenants. A failure by Tenant to observe
and perform any other provision of this Lease to be observed or performed by
Tenant, where such failure continues for 30 days after written notice thereof by
Landlord to Tenant; provided however, that if the nature of such default is such
that the same cannot reasonably be cured within such 30 day period Tenant shall
not be deemed to be in default if Tenant shall within such period commence such
cure and thereafter diligently prosecute the same to completion.

      (d)   INSOLVENCY, BANKRUPTCY OR ASSIGNMENT. The failure by Tenant or by
any guarantor of this Lease to generally pay its debts when due or the admission
in writing of inability to pay debts by such a party; the making by Tenant or by
any guarantor of this Lease of any general assignment for the benefit of
creditors; the filing by or against Tenant or by or against any guarantor of
this Lease of a petition to have Tenant or any guarantor of this Lease
liquidated or of a petition for reorganization or arrangement under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors (unless
in the case of a petition filed against Tenant or any guarantor of this Lease,
the same is dismissed within 60 days; the appointment of a trustee or receiver
to take possession of substantially all of Tenant's assets or all of the assets
of such guarantor of this Lease located at the Premises or of Tenant's interest
in this Lease where possession is not restored to Tenant within 30 days; or the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within 30 days.

      18.2  RECOVERY FROM TENANT ON TERMINATION. In the event of any such
default by Tenant, then in addition to any other remedies available to Landlord
at law or in equity, Landlord shall have the immediate option to terminate this
Lease and all rights of Tenant hereunder by giving written notice of such
intention to terminate. In the event that Landlord shall elect to so terminate
this Lease, then Landlord may recover from Tenant:

      (a)   PAST RENT. The worth at the time of award of any unpaid Rent or
other charges which had been earned at the time of such termination; plus


                                       27

   30
      (b)   RENT PRIOR TO AWARD. The worth at the time of award of the amount by
which the unpaid Rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss Tenant proves could have
been reasonably avoided; plus

      (c)   DELETE

      (d)   PROXIMATELY CAUSED DAMAGES. Any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform
its obligations under this Lease or which in the ordinary course would be likely
to result therefrom; and

      (e)   ADDITIONAL DAMAGES. At Landlord's election, such other amounts in
addition to or in lieu of the foregoing as may be permitted from time to time by
applicable law.

      18.3  WORTH AT TIME OF AWARD. As used in Sections 18.2(a) and (b) above,
the 'worth at the time of award' is computed by allowing interest at a rate per
annum equal to the 'Reference Rate' plus two percent (2%), but not to exceed the
maximum rate of interest allowed by law. As used herein, 'Reference Rate' shall
be the highest prime or base lending rate for determining interest on unsecured
commercial loans as published in the Wall Street Journal Money Rates Section
from time to time, with changes in the Reference Rate to be effective on the
date of publication. If the Wall Street Journal fails to publish a comparable
rate, Landlord may substitute a comparable Reference Rate announced by a major
bank in the city where the Property is located.

      18.4  RIGHT OF RE-ENTRY ON DEFAULT. In the event of any such default by
Tenant, Landlord shall also have the right, with or without terminating this
Lease, to re-enter the Premises and remove all personal property from the
Premises; such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of Tenant.

      18.5  VACATION OR ABANDONMENT. In the event of the vacation or abandonment
of the Premises by Tenant or in the event that Landlord shall elect to re-enter
as provided above or shall take possession of the Premises pursuant to legal
proceedings or pursuant to any notice provided by law, then if Landlord does not
elect to terminate this Lease as provided above, Landlord may from time to time,
without terminating this Lease, either recover all Rent as it becomes due or
relet the Premises or any part thereof for such term and upon such terms and
conditions as Landlord in its sole discretion may deem advisable, Landlord
hereby reserving the right in such instances to make alterations and repairs to
the Premises.

      18.6  LANDLORD'S RIGHT TO RELET. In the event that Landlord shall elect to
so relet, then any rent received by Landlord from such reletting shall be
applied: first, to the payment of any indebtedness other than Rent due hereunder
from Tenant to Landlord; second, to the payment of any cost of such reletting;
third, to the payment of the cost of any alterations and repairs to the
Premises; fourth, to the payment of Rent due and unpaid hereunder; and the
residue, if any, shall be held by Landlord and applied in payment of future Rent
as the same may become due and payable hereunder. Should that portion of such
rent received from such reletting during any month

                                       28


   31
which is applied to the payment of Rent hereunder be less than the Rent payable
during that month by Tenant hereunder, then Tenant shall pay such deficiency to
Landlord immediately upon demand therefor by Landlord. Such deficiency shall be
calculated and paid monthly. Tenant shall also pay to Landlord, as soon as
ascertained, any costs and expenses incurred by Landlord in such reletting or in
making such alterations and repairs not covered by the rent received from such
reletting.

      18.7  ELECTION TO TERMINATE LEASE. No reentry into or taking of possession
of the Premises by Landlord pursuant to this Article shall be construed as an
election to terminate this Lease unless a written notice of such intention be
given to Tenant. Notwithstanding any reletting without termination by Landlord
because of any default by Tenant, Landlord may at any time after such reletting
elect to terminate this Lease for any such default.

      18.8  DEFAULT BY LANDLORD. In the event of any breach, default or
noncompliance hereunder by Landlord, Tenant shall, before exercising any right
or remedy provided herein or by law, give Landlord written notice of the claimed
breach, default or noncompliance and if prior to its giving such notice to the
Landlord, Tenant has been notified in writing (by way of any notice of
assignment of rents and leases, or otherwise) of the address of the holder of
any mortgage, trust deed or other security agreement then affecting Landlord's
interest in the Building, concurrently with giving the aforesaid notice to
Landlord, Tenant shall, by registered mail, transmit a copy thereof to such
holder. For the 30 days following the giving of the notice(s) required by the
foregoing portion of this section (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 30 days), Landlord shall have the right to cure the breach,
default, or noncompliance involved. If Landlord has failed to cure a default on
its part within that period, the aforesaid holder shall have an additional 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 30 day
period the holder has commenced and is diligently pursuing the actions or
remedies necessary to cure the breach, default, or noncompliance involved
(including but not limited to commencement and prosecution of proceedings to
foreclose the mortgage, hold a trustee's sale or otherwise, if necessary to
effect such cure), in which event this Lease may not be terminated by Tenant
while such actions or remedies are being diligently pursued by the holder. If,
at the expiration of the applicable period(s) provided for in this Paragraph,
such default, breach or noncompliance has not been cured, Tenant may exercise
any available right or remedy. Nothing contained in this Section 18.8 shall be
deemed to impose any obligation on any lender to correct or cure any condition.

ARTICLE 19 SUBORDINATION

      19.1  SUBORDINATION AND ATTORNMENT. Tenant's interest under this Lease is
and shall be subordinate at all times to the lien of any lender holding a first
or second lien secured by the Property, whether now existing or hereafter
created. Tenant covenants and agrees that it will promptly execute without
further consideration any and all instruments desired by Landlord or Landlord's
mortgagee subordinating this Lease in the manner requested by Landlord to all
ground or underlying leases and to the lien of any mortgage and/or any deed of
trust or other encumbrance

                                       29

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which may now or hereafter affect the Premises, together with all renewals,
modifications, consolidations, replacements or extensions thereof; provided that
any lienor or encumbrancer relying on the subordination reflected in this Lease
or in such additional agreements will covenant with Tenant that this Lease shall
remain in full force and effect, and Tenant shall not be disturbed in the event
of sale, foreclose or other actions so long as Tenant is not in default
hereunder; and provided further that in the event any provision of this Lease
conflicts with any provision of any document executed by Landlord in connection
with any loan, the provisions of such loan documents shall supersede the
provisions of this Lease. Tenant agrees to attorn to the successor in interest
of Landlord following any transfer of such interest either voluntarily or by
operation of law and to recognize such successor as Landlord under this Lease.
However, if Landlord or any such mortgagee so elects, this Lease shall be deemed
prior in lien to any mortgage, deed of trust or other encumbrance upon or
including the Premises regardless of date of recording and Tenant will execute a
statement in writing to such effect at Landlord's request.

      19.2  ASSIGNMENT. Notwithstanding the provisions of Section 21.16 below,
in the event that any mortgagee or its respective successor in title shall
succeed to the interest of Landlord hereunder, the liability of such mortgagee
or successor shall exist only so long as it is the owner of the Building or any
interest therein, or is the tenant under any ground or underlying lease referred
to in Section 19.1 above. No Basic Rent, additional rent or any other charge
shall be paid more than ten days prior to the due date thereof (except the
payment for the first full month's Basic Rent) and payments made in violation of
this provision shall (except to the extent that such payments are actually
received by a mortgagee) be a nullity as against any mortgagee and Tenant shall
be liable for the amount of such payments to such mortgagee.

  ARTICLE 20 BANKRUPTCY OR INSOLVENCY

      In the event that the Tenant shall become a debtor under any chapter of
the U. S. Bankruptcy Code, all rights and duties relating to this Lease shall be
governed by the provisions of 11 U.S.C. Sec. 365, or any successor thereto, and
Landlord and Tenant shall be entitled to all rights and subject to all
obligations therein set forth.

  ARTICLE 21 MISCELLANEOUS

      21.1  DELAY IN OR FAILURE TO ENFORCE. No delay or omission in the exercise
of any right or remedy of Landlord on any default by Tenant shall impair such
right or remedy or be construed as a waiver.

      21.2  WAIVER IN WRITING. Any waiver by Landlord of any default must be in
writing. One or more waivers by Landlord of a breach by Tenant of any covenant,
term or condition of this Lease shall not be construed as a waiver by Landlord
of a subsequent breach by Tenant of the same covenant, term or condition. The
consent or approval of Landlord to or of any act by Tenant

                                       30


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of a nature requiring consent or approval shall not be deemed to waive or render
unnecessary consent to or approval of any subsequent similar act.

      21.3  NOTICES. Whenever any notice, approval, consent, request or election
is given or made pursuant to this Lease, it shall be in writing. Communications
and payments shall be addressed if to Landlord at Landlord's Notice Address as
set forth in the Fundamental Lease Provisions, or at such other address as may
have been specified by prior notice to Tenant, and if to Tenant, at Tenant's
Notice Address as set forth in the Fundamental Lease Provisions, or at such
other place as may have been specified by prior notice to Landlord, or at the
Premises. Any communication so addressed shall be deemed duly served if
personally delivered or if mailed by registered or certified mail, return
receipt requested. If Landlord by notice to Tenant at any time designates some
other person to receive payments or notices, all payments or notices thereafter
by Tenant shall be paid or given to the agent designated until notice to the
contrary is received by Tenant from Landlord.

      21.4  TITLES. The titles of the Articles and Sections are for convenience
only and are not to be considered in construing the provisions of this Lease.

      21.5  NO PARTNERSHIP. Nothing herein contained, either in the method of
computing rent or otherwise, shall create between the parties hereto, or be
relied upon by others as creating, any relationship of partnership, association,
joint venture, or otherwise. The sole relationship of the parties hereto shall
be that of Landlord and Tenant.

      21.6  GOVERNING LAW. The laws of the State in which this property is
located shall govern the validity, performance and enforcement of this Lease.

      21.7  ATTORNEYS FEES. In the event that at any time during the term of
this Lease either Landlord or Tenant shall institute any action or proceedings
against the other relating to the provisions of this Lease, or any default
thereunder, then and in that event, the unsuccessful party in such action or
proceeding agrees to reimburse the prevailing party therein for the reasonable
expense of attorneys' fees and disbursements incurred therein by the prevailing
party. In the event that at any time during the term of this Lease, Landlord
consults with an attorney with respect to a delinquency or non-performance of
Tenant or serves Tenant with a notice to pay (or perform) or quit and Tenant
subsequently cures, or is permitted by Landlord to cure, such delinquency or
non-performance, Tenant shall pay to Landlord all of Landlord's reasonable
service of process fees, filing fees (for any civil action) and reasonable
attorneys' fees.

      21.8  MEANING OF 'TENANT'. The word 'Tenant' shall be deemed and taken to
mean each and every person or party mentioned as a tenant herein, be the same
one or more; and if there shall be more than one tenant, any notice required or
permitted by the terms of this Lease may be given by or to any one thereof, and
shall have the same force and effect as if given by or to all thereof. The use
of the neuter singular pronoun to refer to Tenant shall be deemed a proper
reference even though Tenant may be an individual, a partnership, a corporation
or a group of two or more individuals or corporations. The necessary grammatical
changes required to make the

                                       31


   34
provisions of this Lease apply in the plural sense where there is more than one
Tenant and to either corporations, associations, partnerships or individuals,
males or females, shall in all instances be assumed as though in each case fully
expressed.

      21.9  EXCLUSIVE AGREEMENT. It is understood that there are no oral
agreements or representations between the parties hereto affecting this Lease,
and this Lease supersedes and cancels any and all previous negotiations,
arrangements, brochures, agreements, or representations and understandings, if
any, between the parties hereto or displayed by Landlord to Tenant with respect
to the subject matter thereof, and none thereof shall be used to interpret or
construe this Lease. There are no representations or warranties between the
parties except as expressly set forth in this Lease, an all reliance with
respect to same is solely upon the representations and agreements contained in
this Lease.

      21.10 SEVERABILITY. If any of the provisions of this Lease shall be
determined to be void by any court of competent jurisdiction, then such
determination shall not affect any other provisions of this Lease and all such
other provisions shall remain in full force and effect; and it is the intention
of the parties hereto that if any provision of this Lease is capable of two
constructions, one of which would render the provision void and the other of
which would render the provision valid, then the provision shall have the
meaning which renders it valid.

      21.11 FORCE MAJEURE. Any prevention, delay or stoppage due to strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials or
reasonable substitutes therefor, governmental restrictions, governmental
regulations, governmental controls, enemy or hostile governmental action, civil
commotion, and other similar causes beyond the reasonable control of the party
obligated to perform, shall excuse the performance by such party for a period
equal to any such prevention, delay or stoppage, except the obligations imposed
with regard to Rent and other charges to be paid by Tenant pursuant to this
Lease.

      21.12 WRITTEN AMENDMENTS. This Lease shall not be modified or amended in
any respect except by written agreement executed by Landlord and Tenant.

      21.13 GUARANTEE. In the event that this Lease shall have been guaranteed,
any such guarantee shall be deemed a material part of the consideration for
Landlord's execution of this Lease. In the event the Guarantor under any such
guarantee is or becomes bankrupt or insolvent, makes an assignment for the
benefit of creditors, or institutes or is the subject of any proceeding under
the Bankruptcy Act or other similar law for the protection of creditors (or, if
the Guarantor is a partnership or consists of more than one person or entity, if
any partner of the partnership or other such person or entity is or becomes
bankrupt or insolvent, institutes any such proceeding, or makes an assignment
for the benefit of creditors), then Landlord shall have the option to terminate
this Lease upon 30 days' written notice unless Tenant, within such 30 day
period, provides Landlord with either (a) a substitute or additional guarantor
satisfactory to Landlord and Landlord's lender, or (b) adequate assurance of the
performance of each and every obligation of Tenant hereunder, satisfactory to
Landlord and Landlord's lender.

                                       32


   35
      21.14 LENDER APPROVAL. Tenant acknowledges and agrees that this Lease may
be subject to the approval of Landlord's lender, and Tenant hereby agrees to
cooperate with Landlord's lender, and Tenant hereby agrees to make such
modifications of this Lease as shall be reasonably requested by Landlord's
lender.

      21.15 RECORDATION. Tenant agrees not to record this Lease, a short form
memorandum of this Lease or any other document evidencing this Lease, but upon
the expiration of the term or if this Lease is terminated before the term of
this Lease expires, the parties agree that, upon the request of either party, a
recordable instrument acknowledging the date of termination shall be executed by
the parties and recorded.

      21.16 BINDING EFFECT. The obligations of this Lease shall run with the
land, and this Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that only the
original Landlord named herein shall be liable for obligations accruing before
the beginning of the Term, and thereafter the original Landlord named herein and
each successive owner of the Premises shall be liable only for obligations
accruing during the period of its ownership.

      21.17 BROKER. Landlord's Broker identified as a Fundamental Lease Term has
entered into an agreement to represent Landlord and Landlord shall be
responsible to pay any commissions due to Landlord's Broker. Tenant shall hold
Landlord harmless from all damages (including attorneys' fees and costs)
resulting from any claims that may be asserted against Landlord by any broker,
finder, or other person with whom Tenant has or purportedly has dealt, except
Landlord's Broker.

      21.18 INTEREST. Except as expressly provided herein, any amount due to
Landlord not paid when due shall bear interest at the 'Reference Rate' as
defined in Section 18.3 plus two percent (2%) per annum, from the due date, but
not to exceed the maximum rate of interest allowed by law. Payment of such
interest shall not excuse or cure any default by Tenant under this Lease.

      21.19 TIME OF ESSENCE. Time is of the essence of this Lease and each and
every provision hereof. All the terms, covenants and conditions contained in
this Lease to be performed by either party, if such party shall consist of more
than one person or organization, shall be deemed to be joint and several, and
all rights and remedies of the parties shall be cumulative and non-exclusive of
any other remedy at law or in equity.

      21.20 CORPORATE RESOLUTION. If Tenant is a corporation, Tenant shall, upon
execution of this Lease, deliver to Landlord a certified copy of a resolution of
the Board of Directors of the corporation authorizing or ratifying the execution
of this Lease.

      21.21 CONDOMINIUM. Tenant acknowledges that Landlord reserves the right to
record a declaration and a record of survey map for office condominiums in the
Building, that the Building may be subjected to such a declaration and map at
any time, and that fee title to one or more units as shown on such map may be
sold from time to time. Tenant hereby agrees that upon notice from

                                       33


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Landlord, Tenant shall execute without further consideration any and all
instruments desired by Landlord in connection with the creation, sale or
financing of office condominiums in -the Building.

      21.22 OPTION.

      (a)   Landlord covenants with Tenant that Landlord shall, at Tenant's
option, grant and lease to Tenant at the expiration of the Lease Term, the
Premises pursuant to the provisions of the Lease for and during the term of two
(2) years thereafter, on the same general terms and conditions, except as to
monthly base rentals, which base rentals shall be determined by negotiation
between the parties. Notwithstanding any other provisions of this Lease, if the
parties cannot agree on the base rentals for an extended renewal term, this
Lease shall terminate as provided herein.

      (b)   To exercise the option hereunder, Tenant must give Landlord written
notice of its desire to extend the Lease an additional term at least sixty (60)
days prior to the end of the then Lease Term. Failure to timely exercise the
option shall revoke and terminate any right to exercise the option.

      (c)   The parties shall have thirty (30) days after the Landlord receives
the option notice in which to agree on the base rentals terms during the
extended or renewal term. If the parties agree during that period, they shall
immediately execute an amendment to this Lease stating such terms.

      (d) If the parties are unable to agree on the terms within the specified
period, the option notice shall be of no effect and this Lease shall expire at
the end of its term. Neither parry to this Lease shall have the right to have a
court or other third party set the base rentals or the terms of the personal
guarantee.

      21.23 Tenant agrees not to sub-lease any space to title insurance
companies during the term of this Lease.

      IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the
date and year first above written.

      LANDLORD:                        BANK OF AMERICAN FORK

                                       By: /s/ PRESIDENT
                                          ----------------------------------
                                          Its: President
                                              ------------------------------


      TENANT:                          VOXEL INC.

                                       By: /s/ PRESIDENT
                                          ----------------------------------
                                          Its:     President
                                              ------------------------------

(If Tenant is a CORPORATION, the authorized officers must sign on behalf of the
corporation and indicate the capacity in which they are signing, This Office
Lease must be executed by the president or vice-president and the secretary or
assistant secretary unless the bylaws or a resolution

                                       34
   37
of the board of directors shall otherwise provide, in which event the bylaws or
a certified copy of the resolution, as the case may be, must be attached hereto.
Also, the appropriate corporate seal must be affixed.)

                                       35


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                                                                      EXHIBIT D


                              BANK OF AMERICAN FORK
                              1280 South 800 East
                                Orem, Utah 84058

           ACCEPTANCE AND STATEMENT OF PREMISES, AREA AND TERM

The undersigned, VOXEL, INC., Tenant under that certain OFFICE Lease for Bank of
American Fork Building, 1280 South 800 East, Orem, Utah, dated April 13, 1999,
hereby certifies to Landlord and any mortgage holder, and hereby agrees with
Landlord to the following:

      1.    Premises. The Premises consists of the area shown on the attached as
built floor plan.

      2.    The Rentable Area. The Rentable Area for the Premises is 8,316
square feet.

      3.    Commencement Date. The Commencement Date for purposes of the Lease
is May 1, 1999.

      4.    End of Lease Term. The parties agree that the initial term of this
Lease (subject to any exercised options to renew) shall terminate on April 30,
2000.

      5.    Acceptance of Premises. Tenant has inspected the Premises and all
Tenant Improvements constructed therein and certifies that, premises are
acceptable. Tenant further acknowledges that Landlord has tendered possession of
the Premises in accordance with the provisions of the Lease.

      6.    No Default. Tenant hereby certifies that as of the date of this
Acceptance, neither Landlord or Tenant are in default under any obligations
under the Lease.

           Landlord:                     Bank of American Fork

                                         By: /s/ President
                                            -------------------------------
                                         Its: President
                                             ------------------------------

           Tenant:                       VOXEL, INC.

                                         By: /s/ President
                                            -------------------------------
                                         Its: President
                                             ------------------------------


                                         40
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                                                                     EXHIBIT E



                             BANK OF AMERICAN FORK
                              1280 South 800 East
                                Orem, Utah 84058

                              RULES AND REGULATIONS

      (1)   No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside of
the Building or the Premises or to the inside of any exterior window or glass
wall, without the written consent of Landlord first had and obtained which
consent shall not be unreasonably withheld and Landlord shall have the right to
remove any such sign, placard, picture, advertisement, name or notice without
notice to and at the expense of Tenant. All approved signs or lettering on doors
shall be printed, painted, affixed or inscribed at the expense of Tenant by a
person approved by Landlord.

      (2)   The directory of the Building will be provided exclusively for the
display of the name and location of tenants and tenants subtenants only and
Landlord reserves the right to exclude any other names therefrom.

      (3)   The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by any of the tenants or used by them for any
purpose other than for ingress to and egress from their respective Premises. The
halls, passages, exits, entrances, elevators, stairways, balconies and roof are
not for the use of the general public and the Landlord shall in all cases retain
the right to control and prevent access thereto by all persons whose presence in
the judgment of the Landlord shall be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided that nothing
herein contained shall be construed to prevent such access to persons with whom
the Tenant normally deals in the ordinary course of Tenant's business unless
such persons are engaged in illegal activities or activities which disturb the
quiet enjoyment of the other tenants. No Tenant, employee, invitees, contractor
or agent of any tenant shall go upon the roof of the Building.

      (4)   Except for the installation of locks on the doors of offices and
suites which are sub-leased by Tenant in the ordinary course of business, Tenant
shall not alter any lock or install any new or additional locks or any bolts on
any door of the Premises without the prior written consent of Landlord, which
consent shall not be unreasonably withheld.

      (5)   The toilet rooms, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein and the expense
of any breakage, stoppage or damage

                                       41
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resulting from the violation of this rule shall be borne by the Tenant who, or
whose employees, invitees, contractors or agents shall have caused it.

      (6)   Tenant shall not overload the floor of the Premises or in any way
deface the Premises or any part thereof. No boring, cutting or stringing wires
shall be permitted except with the prior written consent of the Landlord and as
Landlord may direct. No tenant shall lay linoleum, tile, carpet or other similar
floor covering so that the same shall be affixed to the floor of the Premises in
any manner except as approved by Landlord. The expense of repairing any damage
resulting from a violation of this rule or removal of any floor covering shall
be borne by the tenant by whom or by whose contractors, employees or invitees
the damage shall have been caused.

      (7)   No furniture, freight or equipment of any kind shall be brought into
the Building without the consent of Landlord and all moving of the same into or
out of the Building shall be done at such time and in such manner as Landlord
shall designate. Landlord shall have the right to prescribe the weight, size and
position of all safes and other heavy equipment brought into the Building and
also the times and manner of moving the same in and out of the Building Safes
and other heavy objects shall, if considered necessary by Landlord, stand on
wood strips of such thickness as is necessary to properly distribute the weight.
Landlord will not be responsible for loss of or damage to any such safe or
property from any cause and all damage done to the Building by moving or
maintaining any such safe or other property shall be repaired at the expense of
Tenant. There shall not be used in any space, or in the public halls of the
Building, either by any tenant or others, any hand trucks except those equipped
with rubber tires and side guards. Landlord shall, however, cooperate with
Tenant with respect to the moving by and out of sub-tenants of Tenant in the
ordinary course of Tenant's business.

      (8)   Except with the written consent of Landlord, no person or persons
other than those approved by Landlord shall be permitted to enter the Building
for the purpose of cleaning the same. Tenant shall not cause any unnecessary
labor by reason of tenant's carelessness or indifference in the preservation of
good order and cleanliness. Landlord shall in no way be responsible to any
Tenant for any loss of property on the Premises, however occurring, or for any
damage done to the effects of any Tenant by the janitor or any other employee or
any other person. Janitor service shall include ordinary dusting and cleaning
and shall not include moving of furniture and other special services. Janitor
service will not be furnished on nights when rooms are occupied after 7:30 P.M.
Window cleaning shall be done only by Landlord, at such times as Landlord may
determine.

      (9)   Tenant shall not use, keep or permit to be used or kept any food or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be brought in or kept in or about the Premises or the
Building. No Tenant shall make or permit to be made any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or Premises or those

                                       42


   41
having business with them whether by the use of any musical instrument, radio,
phonograph, unusual noise, or in any other way. No tenant shall throw anything
out of doors or down the passageways.

      (10)  The Premises shall not be used for manufacturing or for the storage
of merchandise except as such storage may be incidental to the use of the
Premises for general office purposes. No tenant shall occupy or permit any
portion of his Premises to be occupied for the manufacture or sale of liquor,
narcotics, or tobacco in any form, or as a medical office, or as a barber shop
or manicure shop. No tenant shall advertise for laborers giving an address at
the Premises. The Premises shall not be used for any illegal purposes.

      (11)  Tenant agrees that it shall comply with all fire security
regulations that may be issued from time to time by Landlord and if requested,
Tenant also shall provide Landlord with the name of a designated responsible
employee to represent Tenant in all matters pertaining to such fire or security
regulations. Tenant shall not use or keep in the Premises or the Building any
kerosene, gasoline or inflammable or combustible fluid or material, or use any
method of heating or air conditioning other than that supplied by Landlord.

      (12)  Landlord will direct electricians as to where and how telephone and
telegraph wires are to be introduced. No boring or cutting for wires will be
allowed without the consent of Landlord. The location of telephones, call boxes
and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.

      (13)  All keys to offices, rooms and toilet rooms shall be obtained from
Landlord's Building Management Office. The Tenant upon termination of the
tenancy, shall deliver to Landlord the keys of the offices, rooms and toilet
rooms which shall have been furnished, shall pay the Landlord the cost of
replacing same or of changing the lock or locks opened by such lost key if
Landlord deems it necessary to make such change.

      (14)  No furniture, packages, supplies, equipment or merchandise will be
received in the Building or carried up or down in the elevators, except between
such hours and in such elevators as shall be designated by Landlord. Such hours
shall reasonably accommodate Tenant's and sub-tenant's needs in this regard.

      (15)  On Saturdays, Sundays, legal holidays and other days between the
hours of 6:00 P.M. and 7:00 A.M., access to the Building, or to the halls,
corridors, elevators or stairways in the Building, or to the Premises may be
refused unless the person seeking access is known to the employee of the
Building in charge and has a pass or is properly identified. The Landlord shall
in no case be liable for damages for any error with regard to the admission to
or exclusion from the Building of any person. In case of invasion, mob, riot,
public excitement, or other commotion, the Landlord reserves the right to
prevent access to the Building during the continuance of same by closing the
doors or otherwise, for the safety of the tenants and protection of property in
the Building and the Building. Landlord reserves the right to close and keep
locked all entrance and exit doors of the Building on Saturdays, Sundays, legal

                                       43


   42

holidays and on other days between the hours of 6:00 P.M. and 7:00 A.M., and
during such further hours as Landlord may deem advisable for the adequate
protection of said Building and the Property in the Building of its tenants.

      (16)  Landlord shall furnish heating, ventilation and, when necessary in
Landlord's judgment, air conditioning during the hours of 7:00 A.M. to 6:00 P.M.
Monday through Friday, except for holidays. In the event Tenant requires
lighting, electrical energy, heating and/or air conditioning during off-hours,
Saturdays, Sundays or holidays, Tenant shall pay for services at such rate as
may be required by Landlord, in Landlord's sole discretion. Landlord intends to
establish an hourly rate with a minimum number of hours for after hours HVAC use
by Tenant and to adjust the rate from time to time to reflect increased energy
costs and other costs of providing such services including depreciation.

      (17)  Tenant shall see that the doors of the Premises are closed and
securely locked before leaving the Building and must observe strict care and
caution that all water faucets or water apparatus are entirely shut off before
Tenant or Tenant's employees leave the building, and that all electricity shall
likewise be carefully shut off, so as to prevent waste or damage, and I for any
default or carelessness Tenant shall make good all inquiries sustained by other
tenants or occupants of the Building.

      (18)  Tenant shall not disturb or canvass any occupant of the Building nor
shall Tenant solicit in the Building and Tenant shall cooperate to prevent any
such disturbance, canvassing and/or solicitation. Landlord reserves the right to
exclude or expel from the Building any person who, in the judgment of Landlord,
is intoxicated or under the influence of liquor or drugs, or shall in any manner
do any act in violation of any of the Rules and Regulations of the Building.

      (19)  The requirements of Tenant will be attended to only upon application
at the Management Office of the Building. Employees or Agents of Landlord shall
not perform any work or do anything outside their regular duties unless under
special instructions from the Landlord, and no employee shall admit any person
(Tenant or otherwise) to any office without specific instructions from the
Landlord.

      (20)  Landlord reserves the right by written notice to Tenant, to rescind,
alter or waive any rule or regulation at any time prescribed for the Building
when, in Landlord's judgment, it is necessary, desirable or proper for the best
interest of the Building and its tenants.

                                       44

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                                                                      EXHIBIT F

                              BANK OF AMERICAN FORK
                              1280 South 800 East
                                Orem, Utah 84058

                             DEPOSIT TO SECURE LEASE

      WHEREAS, a certain lease (the 'Lease') of even date herewith has been,
or will be, executed by and between Bank of American Fork (therein and herein
referred to as 'Landlord'), and VOXEL, INC., (therein and herein referred to as
'Tenant'), covering certain 'Premises' in the City of Orem, County of Utah,
State of Utah; and

      WHEREAS, the Landlord under the Lease requires as a condition to its
execution of the Lease that the undersigned deposit $60,000.00 with Bank of
American Fork and pledge said deposit as collateral for the performance of lease
payments. Interest on said deposits to accrue to the account of Tenant.

      NOW THEREFORE in consideration of the execution of the Lease by Landlord,
the Tenant hereby agrees to execute the Pledge Agreement, a copy of which is
attached hereto as Exhibit F1.

         TENANT:                      VOXEL, INC.


                                      By: /s/ President
                                         -----------------------------------
                                      Its: President
                                          ----------------------------------




                                       45

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                              OFFICER'S CERTIFICATE

      The undersigned duly appointed officer of Voxel, Inc., a Delaware
corporation (the 'Company') does hereby certify as follows:

      1.    As an officer of the Company, the undersigned is familiar with the
business and operations of the Company, has access to the Company's corporate
records, and is familiar with the matters covered by this Certificate.

      2.    The Company is a corporation duly organized, validly existing, and
in good standing as a corporation under the laws of the State of Delaware.

      3.    The following resolution has been adopted by the Company's Board of
Directors in accordance with the Company's Certificate of Incorporation and
Bylaws, remains in full force and effect as of the date of this Certificate, and
has not been amended or repealed:

                    RESOLVED: The President of the Corporation is hereby
           authorized and empowered to execute on behalf of the Corporation any
           and ail agreements, leases, and other instruments or documents
           necessary or desirable for the conduct of the day-to-day business of
           the Corporation in the ordinary course of its business. The Board
           shall set policy as to the expenditure of all funds of the
           Corporation.

      4.    Pursuant to the resolution set out above, the undersigned officer of
the Company is authorized to enter into the lease covering offices located at
1282 S. 800 E., Orem, Utah. The execution and delivery of the lease and the
performance by the Company of its obligations thereunder will not violate any
provision of the Certificate of Incorporation or Bylaws of the Company and will
not, to the best knowledge of the undersigned officer, violate or be in conflict
with any applicable law.

         In witness of the foregoing, I have signed this Certificate on this
27th day of April, 1999.


                                              /s/ JOHN W. WRIGHT, PRESIDENT
                                              ----------------------------------
                                              John W. Wright, President