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EXHIBIT NO. 10.06
LEASE AGREEMENT
THIS AGREEMENT is made and entered into this 23rd day of September, 1998,
between XXXXX PROVO, LTD., a Utah limited partnership, hereinafter referred to
as "Lessor," and Dynamic Information System & exchange, Inc., (DisX), a Utah
Corporation, hereinafter referred to as "Lessee."
WHEREAS, Lessee desires to enter into a lease with respect to an office
complex known as Lincoln Square located at approximately 000 Xxxxx 000 Xxxx
xx, Xxxx, Xxxx; and
WHEREAS, the parties desire to enter into a lease agreement to define the
rights of each pertaining to the leased Premises, described herein;
NOW THEREFORE, for and in consideration of the payment of rentals, and of the
performance of each of the covenants and agreements and the observance of the
conditions here after set forth to be paid, performed, and observed by Lessee,
the parties agree as follows;
1. Lessor hereby leases to Lessee, and Lessee leases from Lessor, on the
terms set forth herein, the real property described as a part of Lincoln
Square with the particular property described as follows, the address(es)
hereby designated as (see attached Exhibit "A") 000 Xxxx 000 Xxxxx Xxxxx 000,
Xxxx, Xxxx 00000, said property, together with all improvements at any time
located therein and referred to herein as the "Premises" or the "Demised
Premises," together with the right of mutual use with other Lessees and
businesses invitees of the portions of Lincoln Square designated by Lessor
from time to time as the "Common Areas".
2. The term of this Lease shall begin on the date Lessee is entitled to
possession of the Demised Premises. Lessee shall have possession of the
Demised Premises from October 1, 1998, and ending on September 30, 2001, for a
term of three (3) years and zero (0) months. Should Lessee not vacate the
Demised Premises at the termination of the Lease term, Lessor shall deem
Lessee, at Lessors' option, either as a "Tenant at Will," or as a "Month to
Month" tenant. Subject to being considered either a Tenant at Will, or as a
Month to Month tenant, Lessee shall nonetheless be obligated to comply with
all the terms of this Lease Agreement and shall pay Lessor rental during the
period of such At Will tenancy at a rate 200% above the rental rate charged
during the Lease term.
3. Lessee shall pay as Monthly Rental the sum of $0.708333 per square foot
per month, based on the agreed square footage of 2,700, for a Monthly Rental
of (Monthly Rental). Such Monthly Rental payable as an aggregate as follows:
First Month Rental payment of $1,912.50 upon execution of this Lease
Agreement. Said Monthly Rental shall be increased 3% on October 1, 1999 and
October 1, 2000. All Rental payments shall be paid on the first (1st) day of
each calendar month in advance in lawful money of the United States, Lessor
acknowledges receipt in advance of the first months rent. A payment of five
percent (5%) of the Applicable rental payment or $200.00, whichever is
greater, shall be added to any monthly payment received by the Lessor more
than ten (10) days after said payment was due, to compensate Lessor for the
inconvenience and extra expense Lessor will incur if payments are not timely
paid (Late Payments). Late Payments shall also accrue interest as well as
shall all other amounts to be paid to Lessor including unpaid utility and fee
balances at the rate of one and one-half (1 1/2) percent per month until paid.
Until otherwise instructed in writing by Lessor, Payments shall be delivered
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or mailed to Lessor at KMH Management, X.X. Xxx 00000, Xxxx Xxxx Xxxx, Xxxx,
00000-0000, or such other address as Lessor may direct from time to time. All
rent shall be paid without offset or deductions at the time and manner
provided in the Lease.
4. Lessor acknowledges payment by Lessee of a Security Deposit in the amount
of $ 2,500.00. upon execution of this Lease Agreement. The Security Deposit
shall secure the faithful performance by Lessee of all of the terms, covenants
and conditions of this Lease to be kept and performed by Lessee during the
term hereof. If Lessee defaults with respect to any provision of this Lease,
Lessor may (but shall not be required to) use, apply or retain all or any part
of this Security Deposit for the payment of any rent or any damages, or other
sum in default, or for the payment of any other amount for losses which Lessor
may suffer by reason of Lessee's default. If any portion of said deposit is so
used or applied, Lessee shall, upon demand therefor, deposit cash with Lessor
in an amount sufficient to restore the Security Deposit to its original amount
and Lessee's failure to do so shall be a material breach of this Lease. Lessor
shall not be required to keep such Security Deposit separate from its general
funds, and Lessee shall not be entitled to interest on such deposit. If Lessee
shall fully and faithfully comply with every provision of this Lease, the
Security Deposit or any balance thereof shall be returned to Lessee following
the expiration of the Lease term. In the event of an assignment of Lessor's
interest in this Lease, Lessor shall transfer said deposit to Lessor's
successor-in-interest and, upon notice to Lessee of such transfer, Lessor
shall be relieved of any further liability for such deposit. Lessee
acknowledges it has inspected the Demised Premises prior to occupancy and
except as noted on exhibit A-1 "Condition of Premise," Lessee accepts the
Demised Premises in its present as is condition. Lessee shall upon termination
of this Lease Agreement for whatever reason, return the Demised Premises to
the Lessor in the same condition, reasonable wear and tear excepted. Unless
noted on exhibit A-1, Lessee must return the space to the Lessor cleaned
including but not limited to the carpets, bathrooms and walls. Any items or
fixtures, phone lines et al which are added by the Lessee to the space must be
removed and any damage repair costs caused is the sole responsibility of the
Lessee.
5. During the term of this Lease, Lessee agrees to make, at its expense,
necessary maintenance and repairs to keep the improvements constructed on the
Premises in good condition and repair, and shall also repair and restore all
improvements which are at anytime damaged or altered by the intentional misuse
of Lessee, or excessive damage caused by Lessee or Lessee's invitees. Lessor
shall maintain, at its expense, common areas and facilities unless otherwise
provided herein, which shall include: (1) the foundations, columns, girders,
beams, supports, main walls, roofs, decks, stairways, fire escapes, walks, and
entrance and exits of all buildings; (2) yards, gardens, parking areas, and
storage spaces; (3) plumbing, mechanical (heating and air conditioning
systems) and electrical systems. Excessive damage for purposes of this Lease
is damage or use incurred beyond normal wear and tear or damage caused by
negligence or willful acts of commission or omission of Lessee, or Lessee's
business invitees.
6. In addition to Lessee's other duties, Lessee shall maintain, repair, or
replace as applicable at its expense: broken windows, light covers, outlet and
light switch covers, mirrors, excessive damage and wear to carpet, walls,
ceilings, doors, cupboards and shelves, railings, bathroom fixtures, cabinets,
and replacement of light bulbs and fluorescent lamps.
7. Lessee shall not make or permit to be made any alterations, additions or
improvements to the Premises or any part thereof without the written consent
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of Lessor. Alterations, additions or improvements to the Premises by Lessee
shall be made at Lessee's sole cost and expense. Any request for Lessor's
consent shall be accompanied by plans and specifications showing in detail
Lessee's proposed alterations, additions or improvements. Any alterations,
additions or improvements to the Premises made by Lessee, except for items
agreed by Lessor to be removable trade fixtures, shall at once become a part
of the property and belong to Lessor. Lessee shall repair all damage caused by
Lessee's removal of all trade fixtures. Lessee at the end of this Lease shall
perform all required restoration, which restoration shall include but not
limited to all holes in walls and other similar damage caused by the use and
or removal of Lessee's property. Lessee shall cause any permitted alterations,
additions or improvements to be constructed in a good and workmanlike manner
free of any liens for labor and materials and in strict accordance with the
plans and specifications approved by Lessor. Lessee agrees to indemnify, hold
Lessor harmless from and defend Lessor against any loss, liability, injury,
mechanic's, materialman's or other liens resulting from such work, and shall
cause any lien filed against the Premises or Lincoln Square to be canceled and
discharged of record immediately.
8. (a) Lessee 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 of, or adversely affect any fire or other insurance on the
Premises or on Lincoln Square. Lessee shall keep and maintain the Premises in
a clean and wholesome condition and in conformity with all federal, state or
municipal laws, statutes, ordinances and regulations.
(b) Lessee 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 other
tenants or occupants of Lincoln Square or injure or annoy any of them, nor
shall Lessee permit the Premises to be used for any immoral or unlawful
purpose. Lessee shall not be the source of loud music, vibrations, odors, or
other nuisances which are objectionable to Lessor, other occupants of the
Premises or other occupants of adjacent buildings.
(c) Lessee shall not overload the floors nor permit or allow any waste,
abuse, or destructive use of the Premises to occur, or to use the Premises in
a manner that would constitute a public or private nuisance.
(d) The plumbing facilities within the Premises shall not be used by
Lessee for any other purpose than that for which they are constructed, and no
other foreign substance of any kind shall be thrown therein. The expense of
any breakage, stoppage or damage to such plumbing lines resulting from a
violation of this provision shall be borne by Lessee.
(e) Lessee shall not, without Lessor's prior written consent, which shall
not be unreasonably withheld, (i) make any changes to the exterior of the
Premises or Common Areas, nor (ii) install any exterior lighting, canopies or
awning, or any exterior decorations or paintings, nor (iii) install any sign,
window or door lettering, placards, decorations or advertisement of any type
which can be viewed from the exterior of the Premises, nor (iv) place any
object near exterior windows and doors which may appear unsightly from outside
of the Premises. All signs, awnings, canopies, decorations, lettering or other
items approved by Lessor and installed by Lessee shall be kept in good repair
and in proper operating condition at all times, shall be removed at the
termination of the Lease and any damage caused by such items or their removal
shall be repaired at Lessee's expense. Any items installed or maintained in
violation of this subparagraph may be promptly removed by Lessor and the cost
of such removal and any necessary repair shall be paid for by Lessee. Use of
the roof on the Premises is reserved to Lessor.
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(f) Lessee shall not alter any lock nor install any new or additional locks
or any bolts on any door of the Premises.
(g) Lessee shall not install any telephone or other special utility lines
within he Premises without first obtaining Lessor's written consent, which
shall not be unreasonably withheld.
(h)Lessee shall not use the Premises in any way which will violate any law,
statute, ordinance or governmental rule or regulation now in force or which
may hereinafter be enacted or promulgated.
(i) Lessee shall securely close and lock all doors and windows in the
Premises before leaving Premises each day and shall insure that ail water
faucets and water apparatus and other equipment under Lessee's control within
the Premises are shut off so as to prevent any waste or damage.
(j) Lessee shall comply with all reasonable rules and regulations that
Lessor may adopt from time to time for Lincoln Square.
9.(a) Lessor shall procure insurance coverage insuring Lessor against loss of,
or damage to, the Premises by reason of fire and other casualties. Such
insurance shall be underwritten by a responsible insurance company qualified
to do business in the State of Utah and shall be in the fact amount equal to
at least 80% of the insurable value of the Premises, as determined by Lessor.
Such insurance shall cover loss or damage by fire, and loss or damage arising
out of the normal extended coverage perils which are windstorm, hail,
explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles,
and smoke. Lessor shall also obtain extended coverage on the Premises insuring
against loss or damage arising from vandalism and malicious mischief within
the Premises. The proceeds of any such insurance in case of loss of or damage
to the Premises, or to such boilers and machinery shall be paid to Lessor to
be applied on account of the obligations of Lessor. Any proceeds not required
for such purpose shall be the sole property of Lessor.
(b) Lessor and Lessee each agree to secure for themselves and keep in force
from and after the date Lessor shall deliver possession of the Premises to
Lessee and throughout the term of this Lease, comprehensive general liability
insurance coverage against death, bodily or personal injury or property damage
occurring within the Premises or the Common Areas. Such insurance as obtained
by each party shall be separately in the combined single limit amount of
$1,000,000. Lessee's liability insurance coverage shall include a contractual
liability endorsement covering the indemnity for death, bodily injury to
persons and damage to property and a personal injury endorsement covering such
wrongful acts as false arrest, false imprisonment, malicious prosecution,
libel and slander. Lessee shall also keep in force and provide Lessor with
such evidence as Lessor shall reasonably require, at its sole cost and
expense, fire and extended coverage insurance and insurance against water
damage and against vandalism and malicious mischief covering Lessee's
improvements, trade fixtures, furnishing, equipment and contents within the
Premises in the full replacement value thereof. All such insurance shall name
Lessor as an additional insured, shall be written as primary coverage, not
contributing with and not in excess of coverage which Lessor may carry and
shall be noncancellable except upon Lessor first receiving twenty (20) days
advanced written notice from the insurance company. In the event Lessee does
not provide such insurance or if it is canceled or altered in a manner
unacceptable to Lessor, Lessor shall obtain such insurance for the account of
Lessee at Lessee's expense.
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(c) Each of the parties hereby waives any rights it may have against the
other party on account of any loss or damage to its property (including the
Premises, the contents of such, and property located on the Common Areas)
which arises from any risk generally covered by fire and extended coverage
insurance, whether or not such party may have been negligent or at fault in
causing such loss or damage. Each of the parties shall obtain a clause or
endorsement in the policies of such insurance obtained by it to the effect
that the insurer waives, or is otherwise denied the right of subrogation
against the other party for any loss covered by such insurance.
(d) Lessor shall not be liable at any time for any loss damage or injury to
the property or of any person whomsoever at any time, occasioned by or arising
out of (i) any act, activity or omission of Lessee, its agent, servants,
employees, or of anyone holding under Lessee and, (ii) the occupancy or use of
the Premises or any part thereof by Lessee.
10. The general real estate taxes and assessment on Lincoln Square shall be
paid by Lessor. Lessee shall pay all taxes and assessments on the personal
property of Lessee contained within the Premises.
11. All utilities shall be paid by Lessee, including but not limited to
natural gas, electricity, water, sewer and garbage. Lessee agrees and
covenants to keep said payments of utilities, paid as Lessee's shares accrued
and billed to Lessee by Lessor each month.
12. (a) Lessee and all those claiming through or under Lessee shall store
their property in and shall occupy and use the Premises and the Common Areas
solely at their own risk. Lessee and all those claiming through or under
Lessee hereby release Lessor from all claims of every kind, including loss of
life, personal or bodily injury, damage to merchandise, equipment, fixtures or
other property, or damage to business (including business interruption)
arising, directly or indirectly, out of or from or on account of such
occupancy and use or resulting from any present or future condition or state
of repair thereof, except to the extent directly caused by the negligence of
Lessor.
(b) Except to the extent directly caused by the wilful acts of Lessor,
Lessee hereby agrees to defend, indemnify and hold Lessor harmless from and
against any and all claims, demands, fines, suits, actions, proceedings,
orders, decrees, judgments and liabilities of every kind, and all reasonable
expenses incurred in investigating and resisting the same (including
reasonable attorneys' fees), resulting from or in connection with loss of
life, bodily or personal injury or property damage (i) arising out of or on
account of any occurrence in or on the Premises by Lessee, or (ii) occasioned
wholly or in part through the use and occupancy of the Premises or any
improvements therein or appurtenances thereto by Lessee, or (iii) occasioned
by any act or omission or negligence of Lessee or any subtenant,
concessionaire or licensee of Lessee, or their respective employees, agents or
contractors, which occurs in the Premises or in the doorways thereof or in
Common Areas, including those portions thereof owned, leased, subleased or
controlled by others.
13. Lessor and its authorized representatives shall have the right to enter
upon the Premises at all reasonable times during normal business hours to
inspect or exhibit the same to prospective purchasers, mortgagees and tenants,
and to make such repairs, additions, alterations or improvements as Lessor may
reasonably deem desirable, provided Lessor does not unreasonable interfere
with Lessee's business operations. Lessor shall be allowed to take all
material upon the Premises that may be reasonably required to accomplish the
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foregoing without the same constituting an actual or constructive eviction of
Lessee and the rents reserved herein shall not xxxxx while any such work
herein described is in progress, provided Lessor does not unreasonably
interfere with Lessee's business operations. Lessor shall have the right to
enter at any time to remove items in violation or to otherwise prevent
violations of this Lease.
14. The occurrence of any of the following shall constitute a material default
and breach of this Lease by Lessee:
(a) Lessee fails to pay when due any rental or any other sum required to be
paid hereunder and such failure is not cured within Eve (5) days following the
date when due after written notice.
(b) Lessee abandons or vacates the Premises or violates the provisions
dealing with Purpose or Assignment and Subletting.
(c) Lessee fails to observe and perform any other provision of this Lease
to be observed or performed by Lessee, where such failure continues for
fifteen (15) days after written notice is given to Lessee; provided, however,
that if the nature of such default is such that the same cannot reasonably be
cured within such fifteen day period, Lessee shall not be deemed to be in
default if Lessee shall within such period commence such cure and thereafter
diligently prosecute the same to completion.
15. Upon the occurrence of any event of default described above, Lessor shall
have the option to take any or all of the following actions, without further
notice or demand of any kind to Lessee, or to any other person:
(a) Without declaring this Lease ended, Lessor may re-enter and remove all
persons and property from the Premises, storing such property in a public
place or warehouse for the account of, and at the risk of Lessee, all without
service of notice or resort to legal process and without being deemed guilty
of, or liable in, trespass, forcible entry or damages resulting from such
re-entry and removal. No such reentry or taking possession of the Premises by
Lessor shall be construed as an election on its part to terminate this Lease
unless a written notice of such intention is given by Lessor to Lessee. Lessor
may sell such property in any reasonable manner and shall apply the proceeds
thereof first against costs of moving and storage and then against any other
obligation of Lessee.
(b) Lessor may, but shall have no obligation to relet the Premises or any
portion thereof at any time or from time to time and for such term or terms
and upon such conditions and at such rental as is reasonably prudent under the
circumstances. If Lessor relets the Premises, or any portion thereof, such
reletting shall not relieve Lessee of any obligation hereunder, except that
Lessor shall apply the rent or other proceeds actually collected by it as a
result of such reletting against the costs of removing Lessee and reletting
the Premises and against those sums due from Lessee hereunder. Lessor shall
not by any such reletting or any other act be deemed to have accepted any
surrender by Lessee of the Premises, or any portion thereof, or be deemed to
have otherwise terminated this Lease, unless Lessor shall have given Lessee
express written notice of Lessor's election to do so.
(c) Lessor may collect by legal action or otherwise, without reletting the
Premises, each installment of rent or other sum as it becomes due hereunder.
(d) Lessor may terminate this Lease by written notice to Lessee. In the
event of such termination, Lessee agrees to immediately surrender possession
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of the Premises. Should Lessor terminate this Lease, it may recover from
Lessee all damages Lessor may incur by reason of Lessee's breach, including
the cost Of recovering the Premises, reasonable attorneys' fees, and the worth
at the time of such termination of the excess, if any, of the amount of rent
part thereof, the same shall operate to release Lessor from any future
liability upon any of the covenants or conditions, express or implied, herein
contained in favor of Lessee, and in such event Lessee agrees to look solely
to the successor-in-interest of Lessor for performance of such covenants and
conditions. This Lease shall not be affected by any such sale, and Lessee
agrees to recognize and attorn to Lessor's successor-in-interest as the
landlord hereunder. Lessee shall at the request of Lessor provide reasonable
estoppel information to any lender or potential successor to Lessor as well as
acknowledgment of the subordination of the Lease and attornment to such lender
or successor. When requested by Lessor, Lessee shall execute and deliver to
Lessor within fifteen (15) days following such request a written certificate
ratifying this Lease; the terms hereof, and other provisions usually found in
such certificates.
22. The defaulting party shall pay all costs, including attorneys' fees,
incurred by the non-defaulting party in enforcing the covenants and agreements
to be kept and performed under the provisions of this Lease, whether or not
legal action is commenced.
23. The waiver by Lessor of any term, covenant or condition herein contained
shall not be deemed to be a waiver of such term, covenant or condition in the
event of any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of
any term, covenant or condition of this Lease, other than the failure of
Lessee to pay the particular rental so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of acceptance of such rent.
24. All notices and demands which may or are required to be given by either
party to the other under this Lease shall be delivered in person or sent by
United States mail, postage prepaid, and shall be addressed to the addresses
set out below. Any such notice or demand shall be deemed given by the facts,
on the date personally delivered, or three days after the date deposited in
the United States mail, if properly addressed and stamped.
KMH Management, L. L.C.
X.X. Xxx 00000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
DisX Incorporated
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx, Xxxx 00000
Such addresses shall remain in effect until changed in writing by either of
the parties.
25. The covenants and conditions herein contained shall, subject to the
provisions of this Lease relating to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of the parties hereto.
26. (a) Lessee agrees that from time to time it shall, if so requested by
Lessor and if doing so will not materially and adversely affect Lessee's
economic interests under this Lease or its use of the Premises, join with
Lessor in amending the terms of this Lease so as to meet the reasonable needs
or requirements of any lender who is considering furnishing, or who has
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furnished, any financing which is, or will be, secured by the Premises and the
land underlying such.
(b) Lessee hereby subordinates its rights in this Lease to the lien of any
mortgage or deed of trust of lien or other security interest resulting from
any method of financing or refinancing which encumbers or is intended to
encumber the Premises or the land underlying such and to all advances
subsequently made upon the strength of such security. So long as Lessee is not
in default under the terms of this Lease, however, this Lease shall remain in
full force and effect for the full term hereof and shall not be terminated as
a result of any foreclosure (or transfer in lieu thereof) of such mortgage or
other security instrument to which Lessee has subordinated its rights pursuant
to this Subparagraph.
27. Lessee shall not cause or permit any Hazardous Substance to be used,
stored, generated, or disposed of on or in the Premises by Lessee, Lessee's
agents, employees, contractors or invitees, without first obtaining Lessor's
written consent, which may be withheld at Lessor's sole and absolute
discretion. If Hazardous Substances are used, stored, generated, or disposed
of on or in the Premises, or if the Premises become contaminated in any manner
for which Lessee is legally liable, Lessee shall indemnify, defend, and hold
harmless the Lessor from any and all claims, damages, fines, judgments,
penalties, costs, liabilities, or losses (including, without limitation, a
decrease in value of the Premises or the building(s) of which they are a part,
damages because of adverse impact on marketing of the space, and any and all
sums paid for settlement of claims, attorneys', consultant, and expert fees)
arising during or after the Lease Term and arising as a result of such
contamination by Lessee. This indemnification includes, without limitation,
any and all costs incurred because of any investigation of the site or any
cleanup, removal or restoration mandated by a federal, state, or local agency
or political subdivision. In addition, if Lessee causes or permits the present
of any Hazardous Substance on the Premises and this results in contamination,
Lessee shall promptly, at its sole expense, take any and all necessary actions
to return the Premises to the condition existing before the presence of any
such Hazardous Substance on the Premises, provided, however, that Lessee shall
first obtain Lessor's approval for any such remedial action.
As used herein, "Hazardous Substance" means any substance which is toxic,
ignitable, reactive, or corrosive and which is regulated by any local
government, the State of Utah, or the United States government. "Hazardous
Substance" includes any and all material or substances which are defined as
"hazardous waste," "extremely hazardous waste," or a "hazardous substance,"
pursuant to state, federal, or local governmental law. "Hazardous Substance"
includes but is not restricted to asbestos, polychlorinated biphenyls
("PCBs"), and petroleum.
28. (a) This Lease and the attachments hereto constitute the entire agreement
between the parties. Any prior conversations or writings are merged herein and
are extinguished. No subsequent amendment to this Lease shall be binding upon
Lessor or Lessee unless reduced to writing and signed.
(b) The invalidity of unenforceability of any provision hereof shall not
affect or impair any other provision of this Lease.
29. No payment by Lessee or receipt by Lessor of an amount less than is due
hereunder shall be deemed to be other than payment toward or on account of the
earliest portion of the amount then due, nor shall any endorsement or
statement on any check or payment (or any letter accompanying any check or
payment) be deemed an "accord and satisfaction" (or payment in full) and
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Lessor may accept such check or payment without prejudice to Lessor's right to
recover the balance of such amount or pursue any other remedy provided herein.
30. Each person executing this Lease individually and personally represents
and warrants that such person is duly authorized to execute and deliver the
same on behalf of the entity for which he is signing (whether a corporation,
general or limited partnership, or otherwise) and that this Lease is binding
upon said entity in accordance with its terms.
IN WITNESS WHEREOF, the parties have duly executed this Lease as of the day
and year first above written.
LESSOR: LESSEE:
XXXXX PROVO, LTD., Dynamic Information System & exchange,
a Utah limited partnership Inc.,(DisX)a Utah Corporation
/S/ /S/
------------------------------- -------------------------------
Xxxx X. Xxxxxx, General Partner Xxxxx Xxxxx, V-President
Version September 23,1998
