LEASE

by and between

ABINADI, INC.,

A UTAH CORPORATION,

as Landlord

and

SENTO CORPORATION,

A UTAH CORPORATION

as Tenant

for

SUITE #200
732 EAST UTAH VALLEY DRIVE

of Building #2 at

UTAH VALLEY BUSINESS PARK

AMERICAN FORK CITY, UTAH
00000

XXXX XXXXXX XXXXXXXX XXXX, XXXXXXXX XXXX, XXXX
TABLE OF CONTENTS

UTAH VALLEY BUSINESS PARK, AMERICAN FORK, UTAH
TABLE OF CONTENTS

ARTICLE I BASIC LEASE PROVISIONS; ENUMERATION OF EXHIBITS...............................1
SECTION 1.01. BASIC LEASE PROVISIONS...........................................1
SECTION 1.02. SIGNIFICANCE OF A BASIC LEASE PROVISION..........................3
SECTION 1.03. ENUMERATION OF EXHIBITS..........................................3

ARTICLE II. GRANT AND PREMISES..........................................................3
SECTION 2.01. PREMISES.........................................................3

ARTICLE III RENT........................................................................3
SECTION 3.01. BASE MONTHLY RENT................................................3
SECTION 3.02. ADJUSTMENTS......................................................3
SECTION 3.03. TENANT'S SHARE OF OPERATING EXPENSES.............................3
SECTION 3.04. TAXES............................................................4
SECTION 3.05. PAYMENTS.........................................................4
SECTION 3.06. ADDITIONAL RENT..................................................4

ARTICLE IV RENTAL TERM, COMMENCEMENT DATE & PRELIMINARY TERM............................4
SECTION 4.01. RENTAL TERM......................................................4
SECTION 4.02. RENTAL COMMENCEMENT DATE.........................................5
SECTION 4.03. PRELIMINARY TERM.................................................5

ARTICLE V CONSTRUCTION OF PREMISES......................................................5
SECTION 5.01. CONSTRUCTION BY LANDLORD.........................................5
SECTION 5.02. CHANGES AND ADDITIONS BY LANDLORD................................5
SECTION 5.03. DELIVERY OF POSSESSION...........................................5

ARTICLE VI TENANT'S WORK & LANDLORD'S CONTRIBUTION......................................5
SECTION 6.01. TENANT'S WORK....................................................5

ARTICLE VII USE.........................................................................5
SECTION 7.01. USE OF PREMISES..................................................5
SECTION 7.02. HAZARDOUS SUBSTANCES.............................................6

ARTICLE VII OPERATION AND MAINTENANCE OF COMMON AREAS...................................6

SECTION 8.01. CONSTRUCTION AND CONTROL OF COMMON AREAS..................................6
SECTION 8.02. LICENSE..........................................................7
SECTION 8.03. COMMON AREA MAINTENANCE EXPENSES.................................7

ARTICLE IX ALTERATIONS, SIGNS, LOCKS & KEYS.............................................7
SECTION 9.01. ALTERATIONS......................................................7
SECTION 9.02. SIGNS............................................................7
SECTION 9.03. LOCKS AND KEYS...................................................7

ARTICLE X MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS..................................7
SECTION 10.01. LANDLORD'S OBLIGATION FOR MAINTENANCE...........................7
SECTION 10.02. TENANT'S OBLIGATION FOR MAINTENANCE.............................7
SECTION 10.03. SURRENDER AND RIGHTS UPON TERMINATION...........................8

UTAH VALLEY BUSINESS PARK, AMERICAN FORK, UTAH
TABLE OF CONTENTS

ARTICLE XI INSURANCE AND INDEMNITY......................................................8
SECTION 11.01. LIABILITY INSURANCE AND INDEMNITY...............................8
SECTION 11.02. FIRE AND CASUALTY INSURANCE.....................................8
SECTION 11.03. WAIVER OF SUBROGATION...........................................9

ARTICLE XII UTILITY CHARGES.............................................................9
SECTION 12.01. OBLIGATION OF LANDLORD..........................................9
SECTION 12.02. OBLIGATIONS OF TENANT...........................................9
SECTION 12.03. LIMITATIONS ON TENANT USES.....................................10
SECTION 12.04. LIMITATIONS ON LANDLORD'S LIABILITY............................10

ARTICLE XIII OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION...........................10
SECTION 13.01. OFF-SET STATEMENT..............................................10
SECTION 13.02. ATTORNMENT.....................................................10
SECTION 13.03. SUBORDINATION..................................................10
SECTION 13.04. MORTGAGEE SUBORDINATION........................................10
SECTION 13.05. REMEDIES.......................................................10

ARTICLE XIV ASSIGNMENT.................................................................10
SECTION 14.01. ASSIGNMENT.....................................................10

ARTICLE XV WASTE OR NUISANCE...........................................................11
SECTION 15.01. WASTE OR NUISANCE..............................................11

ARTICLE XVI NOTICES....................................................................11
SECTION 16.01. NOTICES........................................................11

ARTICLE XVII DESTRUCTION OF THE PREMISES...............................................11
SECTION 17.01. DESTRUCTION....................................................11

ARTICLE XVIII CONDEMNATION.............................................................11
SECTION 18.01. CONDEMNATION....................................................11

ARTICLE XIX DEFAULT OF TENANT..........................................................12
SECTION 19.01. DEFAULT - RIGHT TO RE-ENTER....................................12
SECTION 19.02. DEFAULT - RIGHT TO RE-LET......................................12
SECTION 19.03. LEGAL EXPENSES.................................................12

ARTICLE XX BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP......................................12
SECTION 20.01. ACT OF INSOLVENCY, GUARDIANSHIP, ETC............................12

ARTICLE XXI LANDLORD ACCESS............................................................13
SECTION 21.01. LANDLORD ACCESS................................................13

ARTICLE XXII LANDLORD'S LIEN...........................................................13
SECTION 22.01. LANDLORD'S LIEN................................................13

ARTICLE XXIII HOLDING OVER.............................................................13
SECTION 23.01. HOLDING OVER...................................................13
SECTION 23.02. SUCCESSORS.....................................................13

ARTICLE XXIV RULES AND REGULATIONS.....................................................13
SECTION 24.01. RULES AND REGULATIONS..........................................13

UTAH VALLEY BUSINESS PARK, AMERICAN FORK, UTAH
TABLE OF CONTENTS

ARTICLE XXV QUIET ENJOYMENT............................................................13
SECTION 25.01. QUIET ENJOYMENT................................................13

ARTICLE XXVI SECURITY DEPOSIT..........................................................14
SECTION 26.01. SECURITY DEPOSIT...............................................14

ARTICLE XXVII MISCELLANEOUS PROVISIONS.................................................14
SECTION 27.01. WAIVER.........................................................14
SECTION 27.02. ENTIRE AGREEMENT...............................................14
SECTION 27.03. FORCE MAJEURE..................................................14
SECTION 27.04. LOSS AND DAMAGE................................................14
SECTION 27.05. ACCORD AND SATISFACTION........................................14
SECTION 27.06. NO OPTION......................................................14
SECTION 27.07. ANTI-DISCRIMINATION............................................14
SECTION 27.08. SEVERABILITY...................................................15
SECTION 27.09. OTHER MISCELLANEOUS PROVISIONS.................................15
SECTION 27.10. REPRESENTATION REGARDING AUTHORITY.............................15
SECTION 27.11. LANDLORD'S APPROVAL, CONSENT OR DETERMINATION..................15
SECTION 27.12. FINANCIAL STATEMENTS...........................................15
SECTION 27.13. LANDLORD INDEMNITY RE: FLOOR SETTLING..........................15
SECTION 27.14. INSPECTION OF RECORDS..........................................15

SIGNATURES..............................................................................16

LANDLORD ACKNOWLEDGMENT.................................................................16

TENANT ACKNOWLEDGMENT...................................................................16

LEASE AGREEMENT

ARTICLE I BASIC LEASE PROVISIONS; ENUMERATION OF EXHIBITS

SECTION 1.01. BASIC LEASE PROVISIONS.

(A) DATE: May 24, 2000

(B) LANDLORD: ABINADI, INC., a Utah corporation

(D) TENANT: SENTO CORPORATION, a Utah corporation

(E) ADDRESS OF TENANT FOR NOTICES (Section 16.01). 000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxx #000, Xxxxxxxx Xxxx, Xxxx 00000

(F) PERMITTED USES (Section 7.01): Computer software development, sales,
service and training

(G) TENANT'S TRADE NAME (Exhibit "E" - Sign Criteria): Sento

(H) BUILDING (Section 2.01): Situated as shown on Exhibit "A" attached
hereto in the Utah Valley Business Park, American Fork City, Utah
County, State of Utah. Mailing address will be determined prior to
occupancy. The Building is located on a lot containing 114 parking
spaces.

(I) PREMISES (Section 2.01): That portion of the building to be
constructed, consisting of approximately 15,370 sq. ft. of gross
rentable area to be mutually agreed between Landlord and Tenant.

(J) DELIVERY OF POSSESSION (Section 5.03): June 30, 2000

(K) RENTAL TERM, COMMENCEMENT AND EXPIRATION DATE (Sections 4.01 & 4.02):
The Rental Term shall commence on the date Tenant receives possession
of the Leased Premises and shall be for a period of sixty (60) full
calendar months plus any initial partial calendar month, subject to
Tenant's option to terminate effective at the end of the third (3rd)
Lease Year as set forth in Section 1.01 (V).

(L) BASE MONTHLY RENT (Section 3.01): Seventeen Thousand One Hundred
Seventy One and 38/100 ($17,171.38) per calendar month. (Annual Rent:
$206,056.56.) The initial base rent has been calculated based on a Net
Rent of $11.00 per square foot plus $36,986.64 as Tenant's share of
estimated Operating Expenses for the First Lease Year. To the extent
that Landlord's actual remodeling construction costs exceed $107,590,
the excess shall be divided by 15,370 to get an "Excess Cost Per Square
Foot." Said Excess Cost Per Square Foot shall be multiplied by $.16 and
the product shall constitute the increase in Annual Base Rent, which
increase shall be divided by twelve (12) to calculate the increase in
Monthly Base Rent.

(M) ANNUAL ADJUSTMENTS IN BASE MONTHLY RENT (Section 3.02): The base
monthly rent shall be adjusted annually to reflect 1) any increase or
decrease in Tenant's Share of Budget Operating Expense as determined
pursuant to Section 1.01 (N); and 2) an increase of $704.46 monthly to
reflect a five percent (5%) increase in the Net Rent portion effective
July 1, 2002.

(N) BUDGETED OPERATING EXPENSES (Section 3.03): $36,986.64 during the First
Lease Year based on 62.28% Operating Expense Budget attached hereto as
Exhibit "F." Operating Expenses shall exclude electrical and gas
utility expenses relating specifically to the Leased Premises, but
shall include electricity for parking lot and exterior lighting which
is monitored by an outside electrical submeter. Annually thereafter, on
or before June 1, Tenant and Landlord shall mutually agree on a
reasonable Operating Expense Budget for the upcoming Lease Year, based
on past history and reasonably anticipated costs. The Base Monthly Rent
payable during the upcoming Lease Year shall be increased or decreased
by 1/12th of the difference between $36,986.64 and the Operating
Expense Budget.

(O) TENANT'S SHARE OF OPERATING EXPENSES (Section 3.03): 62.68 percent
(62.68%) of all operating expenses as defined in Section 3.03 and
Section 1.01 (N) above, which percentage has been adjusted to reflect
an assumed 95% occupancy for the Building and is calculated as follows.
.95 x 25,812 sq. ft. = 24,521.4 sq. ft.; 15,370 sq. ft./24,521.4 sq.
ft. = 62.68%.

(P) LANDLORD'S CONSTRUCTION CONTRIBUTION (Section 5.01 and Section 6.02):
Landlord shall pay the costs of remodeling the Leased Premise in
accordance with mutually agreed plans and specifications except that
Tenant shall pay the costs of data and telephone wiring and Tenant's
equipment. The Base Monthly Rent has been calculated based on a
Landlord Contribution of $107,590. To the extent that Landlord's actual
construction cost exceeds $107,590, the Base Monthly Rent shall be
adjusted as set forth in Section 1.01 (L).

(Q) PREPAID RENT: $ None paid upon execution of this Lease to be applied to
the first installment(s) of Base Monthly Rent due hereunder.

(R) SECURITY DEPOSIT (Section 26.01): $ 17,700.00 .

(S) ELECTRICAL AND GAS UTILITY COSTS (SECTION 12.02): Tenant shall pay the
actual cost of submetered electrical and gas utilities for the Leased
Premises as set forth in Section 12.02.

(T) LANDLORD INDEMNITY RE: FLOOR (Section 27.13): Landlord shall indemnify
Tenant in relation to the floor settling problem as set forth in
Section 27.13.

(U) BUILDING STANDARD OPERATING HOURS (Article XII): The standard hours of
operation for the Building shall be 7:00 a.m. to 6:00 p.m. Monday
through Friday and 8:00 a.m. to 12:00 Noon on Saturday, excluding
holidays. Tenant shall have access and use to the building twenty-four
(24) hours per day, 365 days per year; however, Landlord will not be
required to provide snow removal or building maintenance during such
after-hours use unless agreed in advance that Tenant shall pay the cost
thereof.

(V) TENANT'S OPTION TO TERMINATE: Provided that Tenant is not in default in
payment of any of its obligations under this Lease, Tenant shall have
the option to terminate effective at the end of the third (3rd) Lease
Year. If Tenant elects to terminate, Tenant must exercise its option by
giving written notice to Landlord not less than one hundred twenty
(120) days prior to the end of the third Lease Year and by paying to
Landlord on or before the effective termination date the unamortized
amount of the Landlord Contribution set forth in Section 1.01 (P)
assuming that said Landlord Contribution is amortized over a 60 (sixty)
month lease term together with interest at ten percent (10%) per annum.
Accordingly, if the Landlord Contribution is $107,590, then the
unamortized portion at the end of the third Lease Year shall be
$49,538.91.

SECTION 1.02. SIGNIFICANCE OF A BASIC LEASE PROVISION. The foregoing
provisions of Section 1.01 summarize for convenience only certain fundamental
terms of the Lease delineated more fully in the Articles and Sections referenced
therein. In the event of a conflict between the provisions of Section 1.01 and
the balance of the Lease, the latter shall control.

SECTION 1.03. ENUMERATION OF EXHIBITS. The exhibits enumerated in this
Section and attached to this Lease are incorporated in the Lease by this
reference and are to be construed as a part of the Lease.

EXHIBIT "A" - LEASING PLAN SHOWING THE PREMISES
EXHIBIT "A-1" - SITE PLAN
EXHIBIT "A-2" - BUSINESS PARK SITE PLAN
EXHIBIT "B" - LEGAL DESCRIPTION(S)
EXHIBIT "C/D" - LANDLORD'S WORK
EXHIBIT "E" - SIGN CRITERIA
EXHIBIT "F" - OPERATING EXPENSE BUDGET

ARTICLE II. GRANT AND PREMISES

SECTION 2.01. PREMISES. In consideration for the rent to be paid and
covenants to be performed by Tenant, Landlord hereby leases to Tenant, and
Tenant leases from Landlord for the Term and upon the terms and conditions
herein set forth premises described in Section 1.01(I) (hereinafter referred to
as the "Premises"), located in an office building development referred to in
Section 1.01(H) (hereinafter referred to as the "Building"). The legal
description of the Building is attached hereto as Exhibit "B". Gross rentable
area measurements herein specified are from the exterior of the perimeter walls
of the building to the center of the interior walls. In addition, the factor set
forth in Section 1.01(I) has been added to the area as measured above to adjust
for Tenant's proportionate share of common hallways, restrooms, etc. in the
building.

The exterior walls and roof of the Premises and the areas beneath said
Premises are not demised hereunder and the use thereof together with the right
to install, maintain, use, repair, and replace pipes, ducts, conduits, and wires
leading through the Premises in locations which will not materially interfere
with Tenant's use thereof and serving other parts of the building or buildings
are hereby reserved to Landlord. Landlord reserves (a) such access rights
through the Premises as may be reasonably necessary to enable access by Landlord
to the balance of the building and reserved areas and elements as set forth
above; and (b) the right to install or maintain meters on the Premises to
monitor use of utilities. In exercising such rights, Landlord will use
reasonable efforts so as to not commit waste upon the Premises and as far as
practicable to minimize annoyance, interference or damage to Tenant when making
modifications, additions or repairs.

Subject to the provisions of Article VIII contained hereinbelow, Tenant
and its customers, agents and invitees have the right to the non-exclusive use,
in common with others of such unreserved automobile parking spaces, driveways,
footways, and other facilities designated for common use within the Building. To
the extent any spaces are designated for "customer parking" Tenant agrees to
cause its employees not to park in said "customer parking" stalls.

Said Premises are subject to restrictive covenants and conditions
governing the Utah Valley Business Park which are recorded in the office of the
Utah County Recorder which are attached as Exhibit "F". Landlord represents that
Landlord is not aware of any conflict between the aforesaid restrictive
covenants and conditions and the provisions of this lease.

ARTICLE III RENT

SECTION 3.01. BASE MONTHLY RENT. Tenant agrees to pay to Landlord the
Base Monthly Rent set forth in Section 1.01(L) at such place as Landlord may
designate, without prior demand therefor, without offset or deduction and in
advance on or before the first day of each calendar month during the Rental
Term, commencing on the Rental Commencement Date. In the event the Rental
Commencement Date occurs on a day other than the first day of a calendar month,
then the Base Monthly Rent to be paid on the Rental Commencement Date shall
include both the Base Monthly Rent for the first full calendar month occurring
after the Rental Commencement Date, plus the Base Monthly Rent for the initial
fractional calendar month prorated on a per-diem basis (based upon a thirty (30)
day month).

SECTION 3.02. ADJUSTMENTS. Tenant's Base Monthly Rent shall be
increased on the Adjustment Dates set forth in Section 1.01(M).

SECTION 3.03. TENANT'S SHARE OF OPERATING EXPENSES.

(a) Tenant shall pay Tenant's pro-rated share of Budgeted
Operating Expenses for exterior utilities, common area maintenance,
insurance, property taxes and assessments, repairs, security, and
building management fees and costs as set forth in Section 1.01(N) and
Exhibit "F". Tenant's pro-rated share of Landlord's expenses is set
forth in Section 1.01(O) and is calculated by dividing the gross
rentable area of the Premises by 95% of the gross rentable area of the
Premises.

(b) Except as set forth in Section 3.03 (c), Landlord shall
xxxx Tenant for Tenant's Share, if any, at the end of the second Lease
Year of the Rental Term. Beginning with the third Lease Year,
one-twelfth (1/12th) of Tenant's Share for the prior year shall be
added to the Base Monthly Rent as determined in Sections 3.01 and 3.02
for the next full twelve (12) calendar months of the Rental Term and
shall be paid as set forth in Section 3.05.

Within sixty (60) days after the end of each Lease Year,
Landlord shall deliver to Tenant an accounting in reasonable detail of
actual Operating Expenses certified by an officer of Landlord as true
and correct together with a calculation of Tenant's share of such
expenses incurred by Landlord in that Lease Year. Should the actual
aggregate amount of such Operating Expense exceed the Budgeted amount
paid by Tenant during that Lease Year, then Tenant shall pay the amount
of any excess within twenty (20) days after receipt of invoice. However
if the payments by Tenant for Budgeted Operating Expenses for the
previous year exceeded the actual aggregate amount incurred by
Landlord, then Tenant may deduct the excess amount from the next
monthly payment of Base Monthly Rent due from Tenant.

(c) Notwithstanding anything to the contrary herein,
electrical and gas utility expenses relating directly to the interior
of the Leased Premises are not included in Operating Expenses and shall
be paid as set forth in Section 12.02.

(d) See Section 27.14 Inspection of Records.

SECTION 3.04. TAXES.

(a) Landlord shall pay all real property taxes and assessments
(all of which are hereinafter collectively referred to as "Taxes")
which are levied against or which apply with respect to the Premises.

(b) Tenant shall prior to delinquency pay all taxes,
assessments, charges, and fees which during the Rental Term hereof may
be imposed, assessed, or levied by any governmental or public authority
against or upon Tenant's use of the Premises or any inventory, personal
property, fixtures or equipment kept or installed, or permitted to be
located therein by Tenant.

SECTION 3.05. PAYMENTS. All payments of Base Monthly Rent, Additional
Rent and other payments to be made to Landlord shall be made on a timely basis
and shall be payable to Landlord or as Landlord may otherwise designate. All
such payments shall be mailed or delivered to Landlord's principal office set
forth in Section 1.01(C), or at such other place as Landlord may designate from
time to time in writing. If mailed, all payments shall be mailed in sufficient
time and with adequate postage thereon to be received in Landlord's account by
no later than the due date for such payment. If Tenant shall fail to pay any
Base Monthly Rent or any additional rent or any other amounts or charges within
ten (10) days after the due date, Tenant shall pay a late fee equal to two (2%)
percent of such past due amount and, in addition, Tenant shall pay interest from
the due date of such past due amounts to the date of payment, both before and
after judgment at a rate equal to the greater of twelve (12%) percent per annum
or two (2%) percent over the "prime" or "base" rate charged by First Security
Bank, NA, or its successor, at the due date of such payment; provided however,
that in any case the maximum amount or rate of interest to be charged shall not
exceed the maximum non-usurious rate in accordance with applicable law.

SECTION 3.06. ADDITIONAL RENT. Tenant shall pay as "Additional Rent"
any and all sums of money or charges required to be paid by or reimbursed by
Tenant under this Lease whether or not the same be designated Additional Rent.
If such amounts or charges are not paid at the time provided in this Lease, they
shall nevertheless, if not paid when due, be collectible as Additional Rent with
the next installment of Base Monthly Rent thereafter falling due hereunder, but
nothing herein contained shall be deemed to suspend or delay the payment of any
amount of money or charge at the time the same becomes due and payable
hereunder, or limit any interest, late fee or other remedy of the Landlord.

ARTICLE IV RENTAL TERM, COMMENCEMENT DATE & PRELIMINARY TERM

SECTION 4.01. RENTAL TERM. The initial term of this Lease shall be for
the period defined as the Rental Term in Section 1.01(K), plus the partial
calendar month, if any, occurring after the Rental Commencement Date (as
hereinafter defined) if the Rental Commencement Date occurs other than on the
first day of a calendar month. "Lease Year" shall include twelve (12) calendar
months, except that first Lease Year will also include any partial calendar
month beginning on the Rental Commencement Date.

SECTION 4.02. RENTAL COMMENCEMENT DATE. The Rental Term of this Lease
and Tenant's obligation to pay rent hereunder shall commence as set forth in
Section 1.01(K) (the "Rental Commencement Date"). Within fifteen (15) days after
Landlord's request to do so, Landlord and Tenant shall execute a written
affidavit, in recordable form, expressing the Rental Commencement Date and the
termination date, which affidavit shall be deemed to be part of this Lease.

SECTION 4.03. PRELIMINARY TERM. The period between the date Tenant
enters upon the Premises and the commencement of the Rental Term will be
designated as the "preliminary term" during which no Base Monthly Rent or other
common area expenses shall accrue; however, other covenants and obligations of
Tenant shall be in full force and effect. Delivery of possession of the Premises
to Tenant as provided in Section 5.03 shall be considered "entry" by Tenant and
commencement of "preliminary term".

ARTICLE V CONSTRUCTION OF PREMISES

SECTION 5.01. CONSTRUCTION BY LANDLORD. Landlord has constructed the
Building in which the Premises are to be located. The Premises are constructed
substantially in accordance with Outline Specifications entitled "Landlord's
Work" marked Exhibit "C/D" attached hereto and made a part hereof. As set forth
in Section 1.01 (P), Landlord shall also provide remodeling construction in
accordance with mutually approved plans and specifications.

SECTION 5.02. CHANGES AND ADDITIONS BY LANDLORD. Landlord hereby
reserves the right at any time, and from time to time, to make alterations or
additions to, the Building in which the Premises are contained and to build
adjoining the same and to modify the existing parking or other common areas
(excluding the erection of parking structures) on condition that Landlord agrees
to create or maintain a parking ratio not less than that existing as of the date
hereof, including the right to add land to the Building site.

SECTION 5.03. DELIVERY OF POSSESSION. Except as hereinafter provided,
Landlord shall deliver the Premises to Tenant ready for Tenant's Work on or
before the date set forth in Section 1.01(J). The Premises shall be deemed as
ready for Tenant's Work when Landlord shall have substantially completed
construction of the portion of the said Premises to be occupied exclusively by
Tenant, in accordance with Landlord's obligations set forth in Exhibit "C/D" and
Section 1.01 (P). Landlord shall, from time to time during the course of
construction, provide information to Tenant concerning the progress of
construction of said Premises, and will give written notice to Tenant when said
Premises are in fact ready for Tenant's Work. If any disputes shall arise as to
the Premises being ready for Tenant's Work, a certificate furnished by
Landlord's architect in charge so certifying shall be conclusive and binding of
that fact and date upon the parties. It is agreed that by occupying the Premises
as a tenant, Tenant formally accepts the same and acknowledges that the Premises
are in the condition called for hereunder, except for items specifically
excepted in writing at date of occupancy as "incomplete".

ARTICLE VI TENANT'S WORK & LANDLORD'S CONTRIBUTION

SECTION 6.01. TENANT'S WORK. Tenant agrees to provide all work of
whatsoever nature in accordance with its obligations set forth in Exhibit "C/D"
except as set forth to be completed by Landlord pursuant to Section 1.01 (P). If
Tenant desires to modify the Premises, Tenant agrees to furnish Landlord, prior
to construction, with a complete and detailed set of plans and specifications
drawn by some qualified person acceptable to Landlord setting forth and
describing Tenant's Work in such detail as Landlord may require and in
compliance with Exhibit "C/D", unless this requirement be waived in writing by
Landlord. Landlord must approve all Tenant plans in writing prior to
construction. No substantive deviation from the final set of plans and
specifications once submitted to and approved by Landlord, shall be made by
Tenant without Landlord's prior written consent. Landlord shall have the right
to approve Tenant's contractor to be used in performing Tenant's Work, and the
right to require and approve insurance or bonds provided by Tenant or such
contractors. In due course after completion of Tenant's Work, Tenant shall
certify to Landlord the itemized cost of Tenant improvements and fixtures
located upon the Premises.

ARTICLE VII USE

SECTION 7.01. USE OF PREMISES. Tenant shall use and occupy the Premises
solely for the purpose of conducting the business indicated in Section 1.01(F).
Tenant shall promptly comply with all present or future laws, ordinances, lawful
orders and regulations affecting the Premises and the cleanliness, safety,
occupancy and use of same. Tenant shall not make any use of the Premises which
will cause cancellation or an increase in the cost of any insurance policy
covering the same. Tenant shall not keep or use on the Premises any article,
item, or thing which is prohibited by the standard form of fire insurance
policy. Neither Tenant nor Landlord shall commit any waste upon the Premises and
shall not conduct or allow any business, activity, or thing on the Premises
which is an annoyance or causes damage to Landlord, Tenant to other subtenants,
occupants, or users of the improvements, or to occupants of the vicinity.

SECTION 7.02. HAZARDOUS SUBSTANCES.

a) Landlord shall be responsible for removal of any Hazardous
Substances that existed at the Leased Premises prior to construction or
any that Landlord has or does install at the Leased Premises or
Building. After reasonable inquiry, Landlord is not aware of any
existing Hazardous Substances in the Building or Common Areas.

b) Tenant shall not use, produce, store, release, dispose or
handle in or about the Leased Premises or transfer to or from the
Leased Premises (or permit any other party to do such acts) any
Hazardous Substance except in compliance with all applicable
Environmental Laws. Tenant shall not construct or use any improvements,
fixtures or equipment or engage in any act on or about the Leased
Premises that would require the procurement of any license or permit
pursuant to any Environmental Law and Tenant shall remove any Hazardous
Substance resulting from Tenant's or its agent's contractors, or
business invitee's acts. Tenant shall immediately notify Landlord of
(i) the existence of any Hazardous Substance on or about the Leased
Premises that may in violation of any Environmental Law (regardless of
whether Tenant is responsible for the existence of such Hazardous
Substance), (ii) any proceeding or investigation by any governmental
authority regarding the presence of any Hazardous Substance on the
Leased Premises or the migration thereof to or from any other property,
(iii) all claims made or threatened by any third party against Tenant
relating to any loss or injury resulting from any Hazardous Substance
in or about the Leased Premises. "Environmental Laws" shall mean any
federal, state or local statute, ordinance, rule, regulation or
guideline pertaining to health, industrial hygiene, or the environment,
including without limitation, the federal Comprehensive Environmental
Response, Compensation, and Liability Act; "Hazardous Substance" shall
mean all substances, materials and wastes that are or become regulated,
or classified as hazardous or toxic, under any Environmental Law. If it
is determined that any Hazardous Substance exists on the Premises
resulting from any act of Tenant or its employees, agents, contractors,
licensees, subtenants or customers, then Tenant shall immediately take
necessary action to cause the removal of said substance and shall
remove such within ten (10) days after discovery. Notwithstanding the
above, if the Hazardous Substance is of a nature that can not be
reasonably removed within ten (10) days Tenant shall not be in default
if Tenant has commenced to cause such removal and proceeds diligently
thereafter to complete removal, except that in all cases, any Hazardous
Substance must be removed as soon as possible. Furthermore,
notwithstanding the above, if in the good faith judgment of Landlord,
the existence of such Hazardous Substance creates an emergency or is of
a nature which may result in immediate physical danger to persons at
the Property, and Tenant fails to immediately remove the same after
written notice from Landlord, Landlord may enter upon the Premises and
remove such Hazardous Substances and charge the reasonable cost thereof
to Tenant as Additional Rent.

c) The party herein responsible for removal of Hazardous
Substances shall upon learning of such condition proceed within five
(5) days thereafter to commence removal of such Hazardous Substance and
shall diligently continue to effect such removal until completion.
Removal shall be accomplished in accordance with any applicable safety
standards.

ARTICLE VII OPERATION AND MAINTENANCE OF COMMON AREAS

SECTION 8.01. CONSTRUCTION AND CONTROL OF COMMON AREAS. All automobile
parking areas, driveways, entrances and exits thereto, and other facilities
furnished by Landlord in or near the buildings or Building, including if any,
employee parking areas, truck ways, loading docks, mail rooms or mail pickup
areas, pedestrian sidewalks and hallways, landscaped areas, retaining walls,
stairways, restrooms, HVAC, electrical and other utility systems, and other
areas and improvements provided by Landlord for the general use in common
tenants, their officers, agents, employees and customers, (hereinafter "Common
Facilities") shall at all times be subject to the exclusive control and
management of Landlord which shall have the right from time to time to
establish, modify and enforce reasonable Rules

and Regulations with respect to all facilities and areas mentioned in this
Section. Landlord shall have the right to construct, maintain and operate
lighting and drainage facilities on or in all said areas and improvements;
to police the same, from time to time to change the area, level, location
and arrangement of parking areas and other facilities hereinabove referred to;
to restrict parking by tenants, their officers, agents and employees to
employee parking areas; to close temporarily all or any portion of said areas or
facilities to such extent as may, in the opinion of counsel, be legally
sufficient to prevent a dedication thereof or the accrual of any rights to any
person or the public therein; to assign "reserved" parking spaces for exclusive
use of certain tenants or for customer parking, to discourage non-employee and
non-customer parking; and to do and perform such other acts in and to said areas
and improvements as, in the exercise of good business judgment, the Landlord
shall determine to be advisable with a view toward maintaining of appropriate
convenience uses, amenities, and for permitted uses by tenants, their officers,
agents, employees and customers. Landlord will operate and maintain the common
facilities referred to above in such a manner as it, in its sole discretion,
shall determine from time to time. Without limiting the scope of such
discretion, Landlord shall have the full right and authority to employ all
personnel and to make all Rules and Regulations pertaining to and necessary for
the proper operation, security and maintenance of the common areas
and facilities. Building and/or project signs, traffic control signs and other
signs determined by Landlord to be in best interest of the Building, will be
considered part of common area and common facilities.

SECTION 8.02. LICENSE. All common areas and facilities not within the
Premises, which Tenant may be permitted to use and occupy, are to be used and
occupied under a revocable license, and if the amount of such areas be
diminished, Landlord shall not be subject to any liabilities nor shall Tenant be
entitled to any compensation or diminution or abatement of rent, nor shall such
diminution of such areas be deemed constructive or actual eviction, so long as
such revocations or diminutions are deemed by Landlord to serve the best
interests of the Building.

SECTION 8.03. COMMON AREA MAINTENANCE EXPENSES. Not applicable.

ARTICLE IX ALTERATIONS, SIGNS, LOCKS & KEYS

SECTION 9.01. ALTERATIONS. After initial remodeling for which plans
shall be approved by Landlord in writing prior to construction, Tenant shall not
make or suffer to be made any alterations or additions to the Premises or any
part thereof in excess of $10,000 without the prior written consent of Landlord,
which consent shall not be unreasonably withheld. In any case, Tenant shall
provide Landlord as-built plans showing any modifications made regardless of
whether or not Landlord's consent was required. Any additions to, or alterations
of the Premises except movable or detachable furniture, equipment, trade
fixtures and other personal property shall become a part of the realty and
belong to Landlord upon the termination of Tenant's lease or renewal term or
other termination or surrender of the Premises to Landlord, except that Tenant
may remove items if Tenant restores the Premises to its original condition.

SECTION 9.02. SIGNS. Subject to prior municipal or required public
approvals and to full conformity with Exhibit "E", Tenant may place, at its own
expense, suitable tenant identification signs on the Premises and/or Building,
provided that such sign shall be in the Landlord-approved building location, and
that general design conforms to the design and style of other tenant signs on
the buildings and provided that written approval of the sign design and proposed
location is obtained in advance from Landlord. If any sign is installed or
posted prior to obtaining such approval (and such approval is not subsequently
obtained) or which does not conform to the conditions herein specified, Tenant
shall be required to remove said sign and repair any damage caused thereby at
its sole cost and expense. At the termination of this Lease, Tenant shall remove
said sign. Tenant shall repair any damage caused by the installation or removal
of any Tenant signs. All work shall be completed in a good and workmanlike
manner.

SECTION 9.03. LOCKS AND KEYS. Tenant may change locks or install other
locks on doors, but if Tenant does, Tenant must provide Landlord with duplicate
keys within twenty four hours after said change or installation. Tenant upon
termination of this Lease shall deliver to Landlord all the keys to the Premises
including any interior offices, toilet rooms, combinations to built-in safes,
etc. which shall have been furnished to or by the Tenant or are in the
possession of the Tenant.

ARTICLE X MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS

SECTION 10.01. LANDLORD'S OBLIGATION FOR MAINTENANCE. Landlord shall
maintain and repair: (1) the areas outside the Premises including hallways,
public restrooms, if any, general landscaping, parking areas, driveways and
walkways; (2) the Building structure including roof, exterior walls, and
foundation; and (3) all plumbing, electrical, heating, and air conditioning
systems. However, if the need for such repairs or maintenance results from any
careless, wrongful or negligent act or omission of Tenant, Tenant shall pay the
entire cost of any such repair or maintenance including a reasonable charge to
cover Landlord's supervisory overhead. Landlord shall not be obligated to repair
any damage or defect until receipt of written notice from Tenant of the need of
such repair and Landlord shall have a reasonable time after receipt of such
notice in which to make such repairs. Tenant shall give immediate notice to
Landlord in case of fire or accidents in the Premises or in the building of
which the Premises are a part or of defects therein or in any fixtures or
equipment provided by Landlord.

SECTION 10.02. TENANT'S OBLIGATION FOR MAINTENANCE.

(a) Tenant shall provide its own janitorial service and keep
and maintain the Premises including the interior wall surfaces and
windows, floors, floor coverings and ceilings in a clean, sanitary and
safe condition in accordance with the laws of the State and in
accordance with all directions, rules and regulations of the health
officer, fire xxxxxxxx, building inspector, or other proper officials
of the governmental agencies having jurisdiction, at the sole cost and
expense of Tenant, and Tenant shall comply with all requirements of
law, ordinance and otherwise, affecting said Premises. Tenant shall
also replace all lightbulbs as they burn out.

(b) Tenant shall pay, when due, all claims for labor or
material furnished, for work under Sections 9.01, 9.02 and 9.03 hereof,
to or for Tenant at or for use in the Premises, and shall bond such
work if reasonably required by Landlord to prevent assertion of claims
against Landlord.

(c) Tenant agrees to be responsible for all furnishings,
fixtures and equipment located upon the Premises from time to time and
shall replace carpeting within the Premises if same shall be damaged by
tearing, burning, or stains resulting from spilling anything on said
carpet, reasonable wear and tear accepted. Tenant further agrees to use
chairmats or floor protectors wherever it uses chairs with wheels or
casters on carpeted areas.

SECTION 10.03. SURRENDER AND RIGHTS UPON TERMINATION.

(a) This Lease and the tenancy hereby created shall cease and
terminate at the end of the Rental Term hereof, or any extension or
renewal thereof, without the necessity of any notice form either
Landlord or Tenant to terminate the same, and Tenant hereby waives
notice to vacate the Premises and agrees that Landlord shall be
entitled to the benefit of all provisions of law respecting summary
recovery of possession of Premises from a Tenant holding over to the
same extent as if statutory notice has been given.

(b) Upon termination of this Lease at any time and for any
reason whatsoever, Tenant shall surrender and deliver up the Premises
to Landlord in the same condition as when the Premises were delivered
to Tenant or as altered as provided in Section 9.01, ordinary wear and
tear excepted. Upon request of Landlord, Tenant shall promptly remove
all personal property from the Premises and repair any damage caused by
such removal. Obligations under this Lease relating to events occurring
or circumstances existing prior to the date of termination shall
survive the expiration or other termination of the Rental Term of this
Lease. Liabilities accruing after date of termination are defined in
Sections 19.01 and 19.02.

ARTICLE XI INSURANCE AND INDEMNITY

SECTION 11.01. LIABILITY INSURANCE AND INDEMNITY. Tenant shall, during
all terms hereof, keep in full force and effect a policy of public bodily injury
and property damage liability insurance with respect to the Premises, with a
combined single limit of not less than One Million Dollars ($1,000,000.00) per
occurrence and Two Million Dollars ($2,000,000.00) in the aggregate. The policy
shall name Landlord, Property Manager (i.e., Woodbury Corporation) and any other
persons, firms or corporations designated by Landlord and Tenant as insureds,
and shall contain a clause that the insurer will not cancel or change the
insurance without first giving the Landlord ten (10) days prior written notice.
Such insurance shall include an endorsement permitting Landlord and Property
Manager to recover damage suffered due to act or omission of Tenant,
notwithstanding being named as an additional "Insured party" in such policies.
Such insurance may be furnished by Tenant under any blanket policy carried by it
or under a separate policy therefor. The insurance shall be with a reputable
insurance company licensed to do business in Utah and a copy of the paid-up
policy evidencing such insurance or a certificate of insurer certifying to the
issuance of such policy shall be delivered to Landlord. If Tenant fails to
provide such insurance, Landlord may do so and charge same to Tenant.
Alternatively, Tenant may insure itself pursuant to any commercially reasonable
self-insurance program instituted by Tenant for its corporate operations so long
as Tenant maintains a net worth of at least $100,000,000 at all times during the
period of such self-insurance.

Tenant will indemnify, defend and hold Landlord harmless from and
against any and all claims, actions, damages, liability and expense in
connection with loss of life, personal injury and/or damage to property arising
from or out of any occurrence in, upon or at the Premises or from the occupancy
or use by Tenant of the Premises or any part thereof, or occasioned wholly or in
part by any act or omission of Tenant, its agents, contractors, employees,
servants, sublessees, concessionaires or business invitees unless proximately
caused by the misconduct or negligent omission of Landlord and to the extent not
covered by its fire, casualty and liability insurance. In case Landlord shall,
without fault of its part, be made a party to any litigation commenced by or
against Tenant, then Tenant shall protect and hold Landlord harmless and shall
pay all costs, expenses and reasonable attorney fees incurred or paid by either
in defending itself or enforcing the covenants and agreements of this Lease.

Landlord will indemnify, defend and hold Tenant harmless from and
against any and all claims, actions, damages, liability and expense in
connection with loss of life, personal injury and/or damage to property
proximately caused from or out of any misconduct or negligent omission of
Landlord, its agents, contractors, employees or servants, to the extent not
covered by its fire, casualty and liability insurance. In case Tenant shall,
without fault of its part, be made a party to any litigation commenced by or
against Landlord, then Landlord shall protect and hold Tenant harmless and shall
pay all costs, expenses and reasonable attorney fees incurred or paid by either
in defending itself or enforcing the covenants and agreements of this Lease.

SECTION 11.02. FIRE AND CASUALTY INSURANCE.

(a) Subject to the provisions of this Section 11.02, Landlord
shall secure, pay for, and at all times during the terms hereof
maintain, All Risk casualty insurance providing coverage upon

the building improvements in an amount equal to the full insurable
value thereof (as determined by Landlord). All insurance required
hereunder shall be written by reputable, responsible companies
licensed in the State of Utah, with a rating suitable to Landlord's
mortgage lender. Tenant shall have the right, at its request at any
reasonable time, to be furnished with copies of the insurance policies
then in force pursuant to this Section, together with evidence that
the premiums therefor have been paid. At Landlord's option, such
insurance shall also include rental income insurance for up to twelve
(12) months, agreed amounts endorsements or other endorsements
reasonably suitable to Landlord.

(b) Tenant agrees to maintain at its own expense such fire and
casualty insurance coverage as Tenant may desire or require in respect
to Tenant's personal property, equipment, furniture, fixtures or
inventory and Landlord shall have no obligation in respect to such
insurance or losses. All property kept or stored on the Premises by
Tenant or with Tenant's permission shall be so done at Tenant's sole
risk and Tenant shall indemnify Landlord against and hold it harmless
from any claims arising out of loss or damage to same.

(c) Tenant will not permit said Premises to be used for any
purpose which would render the insurance thereon void or cause
cancellation thereof or increase the insurance risk or increase the
insurance premiums in effect just prior to the commencement of this
Lease. Tenant agrees to pay as additional rent the total amount of any
increase in the insurance premium of Landlord over that in effect prior
to the commencement of this lease resulting from Tenant use of the
Premises. If Tenant installs any electrical or other equipment which
overloads the lines in the Premises, Tenant shall at its own expense
make whatever changes are necessary to comply with the requirements of
Landlord's insurance.

(d) Tenant shall be responsible for all glass breakage at
Leased Premises from any cause whatsoever (other than Landlord's
negligence) and agrees to immediately replace all glass broken or
damaged during the terms hereof with glass of the same quality as that
broken or damaged. Landlord may replace, at Tenant's expense, any
broken or damaged glass if not replaced by Tenant within five (5) days
after such damage.

SECTION 11.03. WAIVER OF SUBROGATION. Each party hereto does hereby
release and discharge the other party hereto and any officer, agent, employee or
representative of such party, of and from any liability whatsoever hereafter
arising from loss, damage or injury caused by fire or other casualty for which
insurance (permitting waiver of liability and containing a waiver of
subrogation) is carried by the injured party at the time of such loss, damage or
injury to the extent of any recovery by the injured party under such insurance.

ARTICLE XII UTILITY CHARGES

SECTION 12.01. OBLIGATION OF LANDLORD. Unless otherwise agreed in
writing by the parties, during the term of this Lease the Landlord shall cause
to be furnished to the Premises during "standard operating hours" which shall be
7:00 a.m. to 6:00 p.m. Monday through Friday and 8:00 a.m. to 12:00 Noon on
Saturday, excluding holidays, the following utilities and services, the cost and
expense of which shall be included in Operating Expenses:

(a) Water and sewer service.

(b) Telephone connection, but not including telephone stations
and equipment (it being expressly understood and agreed that Tenant
shall be responsible for the ordering and installation of telephone
lines and equipment which pertain to the Premises).

(d) Building systems maintenance services.

Landlord shall also provide during all hours desired by Tenant
electrical and gas utilities which shall be used to run the HVAC system,
lighting and equipment, etc. at the Leased Premises.

SECTION 12.02. OBLIGATIONS OF TENANT. Tenant shall arrange for and
shall pay the entire cost and expense of all telephone stations, equipment and
use charges, electric light bulbs and all other materials and services not
expressly required to be provided and paid for pursuant to the provisions of
Section 12.01 above. Electrical and gas utility usage at the Leased Premises is
separately submetered except for a small area adjacent to NIVO for which the
submeter usage will be pro-rated in accordance with Tenant's share of the total
area being monitored by said submeter. Landlord shall pay the cost of gas and
electrical usage, but shall invoice Tenant for Tenant's submetered share and
Tenant shall pay the cost thereof within fifteen (15) days after the date of
invoice from Landlord. Landlord shall provide Tenant with copies of submeter
records, actual utility bills, and details of Landlord's method of calculation
whenever Landlord invoices or notifies Tenant of the Actual Usage of electrical
and gas utilities.

SECTION 12.03. LIMITATIONS ON TENANT USES.

(a) Tenant will not, without the written consent of Landlord,
which consent shall not be unreasonably withheld, use any apparatus or
device on the Premises using current in excess of 208 volts which will
in any way or to any extent increase the amount of electricity or water
usually furnished or suppled for use on the Premises for the use
designated in Section 7.01 above, nor connect with electrical current,
except through existing electrical outlets in the Premises, or water
pipes, any apparatus or device, for the purposes of using electric
current or water.

(b) If and where heat generating machines devices are used in
the Premises which affect the temperature otherwise maintained by the
air conditioning system, Landlord reserves the right to install
additional or supplementary air conditioning units for the Premises,
and the entire cost of installing, operating, maintaining and repairing
the same shall be paid by Tenant to Landlord promptly after demand by
Landlord.

SECTION 12.04. LIMITATIONS ON LANDLORD'S LIABILITY. Landlord shall not
be liable for and Tenant shall not be entitled to terminate this Lease or to
effectuate any abatement or reduction of rent by reason of Landlord's failure to
provide or furnish any of the foregoing utilities or services if such failure
was reasonably beyond the control of Landlord. In no event shall Landlord be
liable for loss or injury to persons or property, however, arising or occurring
in connection with or attributable to any failure to furnish such utilities or
services even if within the control of Landlord, unless proximately caused due
to negligence of Landlord.

ARTICLE XIII OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION

SECTION 13.01. OFF-SET STATEMENT. Tenant agrees within fifteen (15)
days after request therefor by Landlord to execute in recordable form and
deliver to Landlord a statement in writing, certifying (a) that this Lease is in
full force and effect (b) the date of commencement of the Rental Term of this
Lease, (c) that rent is paid currently without any off-set or defense thereto,
(d) the amount of rent, if any paid in advance, and (e) that there are no
uncured defaults by Landlord or stating those claimed by Tenant.

SECTION 13.02. ATTORNMENT. Tenant shall, in the event any proceedings
are brought for the foreclosure of, or in the event of exercise of the power of
sale under any mortgage or deed of trust made

by Landlord covering the Premises, attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord under this
Lease.

SECTION 13.03. SUBORDINATION. Tenant agrees that this Lease shall, at
the request of Landlord, be subordinate to any first mortgages or deeds of trust
that may hereafter be placed upon said Premises and to any and all advances to
be made thereunder, and to the interest thereon, and all renewals, replacements
and extensions thereof, provided the mortgagees or trustees named in said
mortgages or deeds of trust shall agree to recognize and not disturb the Lease
of Tenant in the event of foreclosure, if Tenant is not in default.

SECTION 13.04. MORTGAGEE SUBORDINATION. Tenant hereby agrees that this
Lease shall, if at any time requested by Landlord or any lender in respect to
Landlord's financing of the building or project in which the Premises are
located or any portion hereof, be made superior to any mortgage or deed of trust
that may have preceded such Lease.

SECTION 13.05. REMEDIES. Tenant hereby irrevocably appoints Landlord as
attorney-in-fact for the Tenant with full power and authority to execute and
deliver in the name of the Tenant any such instruments described in this Article
XIII upon failure of the Tenant to execute and deliver any of the above
instruments within twenty (20) days after written request so to do by Landlord;
and such failure shall constitute a default under this Lease.

ARTICLE XIV ASSIGNMENT

SECTION 14.01. ASSIGNMENT. Tenant shall not assign this Lease or sublet
the Premises, or any part thereof, without first obtaining the written consent
of the Landlord, which consent shall not be unreasonably withheld. Any
assignment permitted by this Section 14.01 or by the consent of Landlord shall
not relieve Tenant of this Lease from continuing liability for all obligations
under this Lease. Any Assignment by operation of law shall be deemed an
"Assignment" within the meaning of this Section. Notwithstanding the foregoing,
Tenant may assign the Lease or sublease the Premises, without the consent of
Landlord, to any successor corporation or to any subsidiary or affiliate of
Tenant or to any personal who acquires all or substantially all of the assets of
Tenant.

ARTICLE XV WASTE OR NUISANCE

SECTION 15.01. WASTE OR NUISANCE. Tenant shall not commit or suffer to
be committed any waste upon the Premises, or any nuisance or other act or thing
which may disturb the quite enjoyment of any other tenant in the building in
which the Premises may be located, or elsewhere within the Building.

ARTICLE XVI NOTICES

SECTION 16.01. NOTICES. Except as provided in Section 19.01, any notice
required or permitted hereunder to be given or transmitted between the parties
shall be either personally delivered, or mailed postage prepaid by registered
mall, return receipt requested, addressed if to Tenant at the address set forth
in Section 1.01(E), and if to Landlord at the address set forth in Section
1.01(C). Either party may, by notice to the other given as prescribed in this
Section 16.01, change its above address for any future notices which are mailed
under this Lease.

ARTICLE XVII DESTRUCTION OF THE PREMISES

SECTION 17.01. DESTRUCTION.

(a) If the Premises are partially or totally destroyed by fire
or other casualty insurable under standard fire insurance policies with
extended coverage endorsement so as to become partially or totally
untenantable, the same shall be repaired or rebuilt as speedily as
practical under the circumstances at the expense of the Landlord,
unless Landlord elects not to repair or rebuild as provided in
Subsection (b) of this Section 17.01. During the period required for
restoration, a just and proportionate part of Base Rent, additional
rent and other charges payable by Tenant hereunder shall be abated
until the Premises are repaired or rebuilt.

(b) If the Premises are (I) rendered totally untenantable by
reason of an occurrence described in Subsection (a), or (II) damaged or
destroyed as a result of a risk which is not insured under Landlord's
fire insurance policies, or (III) at least twenty percent (20%) damaged
or destroyed during the last year of the Rental Term, or (IV) if the
Building is damaged in whole or in part (whether or not the Premises
are damaged), to such an extent that Tenant cannot practically use the
Premises for its intended purpose, then and in any such events Landlord
or Tenant may at its option terminate this Lease Agreement by notice in
writing to the other party within sixty (60) days after the date of
such occurrence. Unless Landlord or Tenant gives such notice, this
Lease Agreement will remain in full force and effect and Landlord shall
repair such damage at its expense as expeditiously as possible under
the circumstances.

(c) If Landlord should elect or be obligated pursuant to
Subsection (a) above to repair or rebuild because of any damage or
destruction, Landlord's obligation shall be limited to the original
Building any other work or improvements which may have been originally
performed or installed at Landlord's expense. If the cost of performing
Landlord's obligation exceeds the actual proceeds of insurance paid or
payable to Landlord on account of such casualty by $20,000, Landlord
may terminate this Lease Agreement unless Tenant, within fifteen (15)
days after demand therefor, deposits with Landlord a sum of money
sufficient to pay the difference between the cost of repair and the
proceeds of the insurance available for such purpose. Tenant shall
replace all work and improvements not originally installed or performed
by Landlord at its expense.

(d) Except as stated in this Article XVII and as otherwise
provided in this Lease, Landlord shall not be liable for any loss or
damage sustained by Tenant by reason of casualties mentioned
hereinabove or any other accidental casualty.

ARTICLE XVIII CONDEMNATION

SECTION 18.01. CONDEMNATION. As used in this Section the term
"Condemnation Proceeding" means any action or proceeding in which any interest
in the Premises or Building is taken for any public or quasi-public purpose by
any lawful authority through exercise of the power of eminent domain or right of
condemnation or by purchase or otherwise in lieu thereof. If the whole of the
Premises is taken through Condemnation Proceedings, this Lease shall
automatically terminate as of the date possession is taken by he condemning
authority. If in excess of twenty-five (25%) percent of the Premises is taken,
either party hereto shall have the option to terminate this Lease by giving the
other written notice of such election at any time within thirty (30) days after
the date of taking. If less than twenty-five (25%) percent of the space is taken
and Landlord determines, in Landlord's sole discretion, that a reasonable amount
of reconstruction thereof will not result in the Premises or the Building
becoming a practical improvement reasonably suitable for use for the purpose for
which it is designed, then Landlord may elect to terminate this Lease Agreement
by giving thirty (30) days written notice as provided hereinabove. In all other
cases, or if neither party exercises its option to terminate, this Lease shall
remain in effect and the rent payable hereunder from and after the date of
taking shall be proportionately reduced in proportion to the ratio of: (1) the
area contained in the Premises which is capable of occupancy after the taking;
to (II) the total area contained in the Premises which was capable of occupancy
prior to the taking. In the event of any termination or rental reduction
provided for in this Section, there shall be a proration of the rent payable
under this Lease and Landlord shall refund any

excess theretofore paid by Tenant. Whether or not this Lease is terminated as
a consequence of Condemnation Proceedings, all damages or compensation
awarded for a partial or total taking, including any sums compensating Tenant
for diminution in the value of or deprivation of its leasehold estate, shall
be the sole and exclusive property of Landlord, except that Tenant will be
entitled to any awards intended to compensate Tenant for expenses of locating
and moving Tenant's operations to a new space.

ARTICLE XIX DEFAULT OF TENANT

SECTION 19.01. DEFAULT - RIGHT TO RE-ENTER. In the event of any failure
of Tenant to pay any rental due hereunder within ten (10) days after written
notice that the same is past due shall have been received by Tenant, or any
failure by Tenant to perform any other of the terms, conditions or covenants
required of Tenant by this Lease within thirty (30) days after written notice of
such default shall have been received by Tenant, (unless such default is of the
type which can not reasonably be cured within thirty (30) days in which case
Tenant shall not be in default if Tenant commences to cure and then proceeds
diligently to cure said default until cured), or if Tenant permits this Lease to
be taken under any writ of execution, then Landlord, besides other rights or
remedies it may have, shall have the right to declare this Lease terminated and
shall have the immediate right of re-entry and may remove all persons and
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, without
evidence of notice or resort to legal process and without being deemed guilty of
trespass, or becoming liable for any loss or damage which may be occasioned
thereby. Tenant hereby waives all compensation for the forfeiture of the term or
its loss of possession of the Premises in the event of the forfeiture of this
Lease as provided for above.

SECTION 19.02. DEFAULT - RIGHT TO RE-LET. Should Landlord elect to
re-enter, as herein provided, or should it take possession pursuant to legal
proceedings or pursuant to any notice provided for by law, it may either
terminate this Lease or it may from time to time, without terminating this
Lease, make such alterations and repairs as may be necessary in order to relet
the Premises, and may relet said Premises or any part thereof for such term or
terms (which may be for a term extending beyond the term of this Lease) and at
such rental or rentals and upon such other terms and conditions as Landlord in
its sole discretion may deem advisable. Upon each such reletting, all rentals
received by Landlord from such reletting shall be applied first to the payment
of any costs and expenses of such reletting, including brokerage fees and
attorney's fees and costs of such alterations and repairs; second, to the
payment of rent or other unpaid obligations due 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. If such rental received from such
reletting during any month be less than that to be paid during that month by
Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such
deficiency shall be calculated and paid monthly. No such re-entry or taking
possession of said Premises by Landlord shall be construed as an election on its
part to terminate this Lease unless a written notice of such intention be given
to Tenant or unless the termination thereof be decreed by a court or competent
jurisdiction. Notwithstanding any such reletting without termination, Landlord
may at any time elect to terminate this Lease for such previous default. Should
Landlord at any time terminate this Lease for any default, in addition to any
other remedies it may have, it may recover from Tenant all damages it may incur
by reason of such default, including the cost of recovering the Premises,
reasonable attorney's fees, and including the excess, if any, of the amount of
rent and charges equivalent to rent reserved in this Lease for the remainder of
the stated term over the actual amount received by Landlord for such period.
Landlord shall, in a commercially reasonable manner, mitigate its damages as a
result of Tenant's default.

SECTION 19.03. LEGAL EXPENSES. In case of default by either party in
the performance and obligations under this Lease, the defaulting party shall pay
all costs incurred in enforcing this Lease, or any right arising out of such
default, whether by suit or otherwise, including a reasonable attorney's fee.

ARTICLE XX BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP

SECTION 20.01. ACT OF INSOLVENCY, GUARDIANSHIP, ETC. The following
shall constitute a default of this Lease by the Tenant for which Landlord, at
Landlord's option, may immediately terminate this Lease.

(a) The appointment of a receiver to take possession of all or
substantially all of the assets of the Tenant.

(b) A general assignment by the Tenant of his assets for the
benefit of creditors.

(c) Any action taken or suffered by or against the Tenant
under any federal or state insolvency or bankruptcy act, unless (if
involuntary) dismissed within sixty (60) days.

(d) The appointment of a guardian, conservator, trustee, or
other similar officer to take charge of all or any substantial part of
the Tenant's property, unless (if involuntary) dismissed within sixty
(60) days.

Neither this Lease, nor any interest therein nor any estate thereby
created shall pass to any trustee, guardian, receiver or assignee for the
benefit of creditors or otherwise by operation of law.

ARTICLE XXI LANDLORD ACCESS

SECTION 21.01. LANDLORD ACCESS. Landlord or Landlord's agent shall have
the right to enter the Premises at all reasonable times to examine the same, or
to show them to prospective purchasers or lessees of the Building, or to make
all repairs, alterations, improvements or additions as Landlord may deem
necessary or desirable, and Landlord shall be allowed to take all material into
and upon said Premises that may be required therefor without the same
constituting an eviction of Tenant in whole or in part, and provided that
Landlord promptly completes such repairs in a commercially reasonable manner as
soon as reasonably possible, rent shall not xxxxx while said repairs,
alterations, improvements, or additions are being made, by reason of loss or
interruption of business of Tenant, or otherwise which shall not materially
affect Tenant. During the ninety days prior to the expiration of the Rental Term
of this Lease or any renewal term, Landlord may exhibit the Premises to
prospective tenants and place upon the Premises the usual notices "To Let" or
"For Rent" which notices Tenant shall permit to remain thereon without
molestation. Notwithstanding the above, Tenant shall have the right to designate
a representative to accompany Landlord during any time Landlord may enter upon
the Premises.

ARTICLE XXII LANDLORD'S LIEN

SECTION 22.01. LANDLORD'S LIEN. Landlord agrees to subordinate its
statutory Landlord's lien, if any, to the interest of any lender who is
financing or securing equipment, trade fixtures, or furnishings of Tenant to be
used at the Leased Premises provided that Lender, Tenant, and Landlord execute a
mutually acceptable form providing for notice to Landlord prior to removal of
any equipment or trade fixtures and for repair and restoration of the Premises
to its original condition, reasonable wear and tear excepted.

ARTICLE XXIII HOLDING OVER

SECTION 23.01. HOLDING OVER. Any holding over after the expiration of
the Rental Term hereof shall be construed to be a tenancy at sufferance and all
provisions of this Lease Agreement shall be and remain in effect except that the
monthly rental shall be one hundred thirty percent (130%) of the

amount of rent (including any adjustments as provided herein) payable for the
last full calendar month of the Rental Term including renewals or extensions.

SECTION 23.02. SUCCESSORS. All rights and liabilities herein given to,
or imposed upon, the respective parties hereto shall extend to and bind the
several respective heirs, executors, administrators, successors and assigns of
the said parties; and if there shall be more than one tenant, they shall all be
bound jointly and severally by the terms, covenants and agreements herein. No
rights, however, shall inure to the benefit of any assignee of Tenant unless the
assignment to such assignee has been approved by Landlord in writing.

ARTICLE XXIV RULES AND REGULATIONS

SECTION 24.01. RULES AND REGULATIONS. Tenant shall comply with all
reasonable rules and regulations which are now or which may be hereafter
prescribed by the Landlord and posted in or about said Premises or otherwise
brought to the notice of the Tenant, both with regard to the project as a whole
and to the Premises including common facilities.

ARTICLE XXV QUIET ENJOYMENT

SECTION 25.01. QUIET ENJOYMENT. Upon payment by the Tenant of the rents
herein provided, and upon the observance and performance of all the covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the Premises for the term hereby demised
without hindrance or interruption by Landlord or any other person or persons
lawfully or equitably claiming by, through or under the Landlord, subject,
nevertheless, to the terms and conditions of this Lease and actions resulting
from future eminent domain proceedings and casualty losses.

ARTICLE XXVI SECURITY DEPOSIT

SECTION 26.01. SECURITY DEPOSIT. The Landlord herewith acknowledges
receipt of the amount set forth in Section 1.01(R), which it is to retain as
security for the faithful performance of all the covenants, conditions and
agreements of this Lease, but in no event shall the Landlord be obliged to apply
the same upon rents or other charges in arrears or upon damages for Tenant's
failure to perform the said covenants, conditions and agreements. The Landlord
may so apply the security, at its option, and the Landlord's right to possession
of the Premises for non-payment of rent or for any other reason shall not in any
event be affected by reason of the fact that the Landlord holds this security.
The said sum, if not applied toward the payment of rent in arrears or toward the
payment of damages suffered by the Landlord by reason of the Tenant's breach of
the covenants, conditions and agreements of this Lease, is to be returned to the
Tenant without interest when this Lease is terminated, according to these terms,
an in no event is the said security to be returned until the Tenant has vacated
the Premises and delivered possession to the Landlord. See also Section 1.01 (R)
relating to earlier refund of the Security Deposit.

In the event that the Landlord repossesses the Premises because of the
Tenant's default or because of the Tenant's failure to carry out the covenants,
conditions and agreements of this Lease, the Landlord may apply the said
security toward damages as may be suffered or shall accrue thereafter by reason
of the Tenant's default or breach. The Landlord shall not be obligated to keep
the said security as a separate fund, but may mix the said security with its own
funds.

ARTICLE XXVII MISCELLANEOUS PROVISIONS

SECTION 27.01. WAIVER. No failure on the part of Landlord to enforce
any covenant or provision of this Lease shall discharge or invalidate such
covenant or provision or affect the right of Landlord to enforce the same in the
event of any subsequent breach. One or more waivers of any covenant or condition
by Landlord shall not be construed as a waiver of a subsequent breach of the
same covenant or condition and the consent to or approval of any subsequent
similar act by Tenant. No breach of a covenant or condition of this Lease shall
be deemed to have been waived by Landlord, unless such waiver be in writing
signed by Landlord.

SECTION 27.02. ENTIRE AGREEMENT. This Lease constitutes the entire
Agreement and understanding between the parties hereto and supersedes all prior
discussions, understandings and agreements. This Lease may not be altered or
amended except by a subsequent written agreement executed by all parties.

SECTION 27.03. FORCE MAJEURE. Any failure to perform or delay in
performance by either party of any obligation under this Lease, other than
Tenant's obligation to pay rent, shall be excused if such failure or delay is
caused by any strike, lockout, governmental restriction or any similar cause
beyond the control of the party so falling to perform, to the extent and for the
period that such continues.

SECTION 27.04. LOSS AND DAMAGE. Except as otherwise provided in this
Lease, the Landlord shall not be responsible or liable to the Tenant for any
loss or damage that may be occasioned by or through the acts or omissions of
persons occupying all or any part of the premises adjacent to or connected with
the Premises or any part of the building of which the Premises are a part, or
for any loss or damage resulting to the Tenant or his property from bursting,
stoppage or leaking of water, gas sewer or steam pipes or for any damage or loss
of property within the Premises from any cause whatsoever.

SECTION 27.05. ACCORD AND SATISFACTION. No payment by Tenant or receipt
by Landlord of a lesser amount than the amount owing hereunder shall be deemed
to be other than on account of the earliest stipulated amount receivable from
Tenant, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or receivable or pursue any other
remedy available under this Lease or the law of the state where the Premises are
located.

SECTION 27.06. NO OPTION. The submission of this Lease for examination
does not constitute a reservation of or option for the Premises and this Lease
becomes effective as a lease only upon full execution and delivery thereof by
Landlord and Tenant.

SECTION 27.07. ANTI-DISCRIMINATION. Tenant herein covenants by and for
itself, its heirs, executors, administrators and assigns and all persons
claiming under or through it, and this Lease is made and accepted upon and
subject to the following conditions: That there shall be no discrimination
against or segregation of any person or group of persons on account of race,
sex, marital status, color, creed, national origin or ancestry, in the leasing,
subleasing, assigning, use, occupancy, tenure or enjoyment of the Premises, nor
shall the Tenant itself, or any person claiming under or through it, establish
or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants,
lessees, sublessees, or subtenants in the Premises.

SECTION 27.08. SEVERABILITY. If any term, covenant or condition of this
Lease or the application thereof to any person or circumstance shall be invalid
or unenforceable to any extent, the remainder of this Lease, or the application
of such term, covenant or condition to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected

thereby and each term, covenant or condition of this Lease shall be valid and
be enforced to the fullest extent permitted by law.

SECTION 27.09. OTHER MISCELLANEOUS PROVISIONS. This instrument shall
not be recorded without the prior written consent of Landlord; however, upon the
request of either party hereto, the other party shall join in the execution of a
memorandum or "short form" lease for recording purposes which memorandum shall
describe the parties, the Premises, the Rental Term and shall incorporate this
Lease by reference, and may include other special provisions. The captions which
precede the Sections of this Lease are for convenience only and shall in no way
affect the manner in which any provisions hereof is construed. In the event
there is more than one Tenant hereunder, the liability of each shall be joint
and several. This instrument shall be governed by and construed in accordance
with the laws of the State wherein the Premises are located. Words of any gender
used in this Lease shall be held to include any other gender, and words in the
singular number shall be held to include the plural when the sense requires.
Time is of the essence of this Lease and every term, covenant and condition
herein contained.

SECTION 27.10. REPRESENTATION REGARDING AUTHORITY. The persons who have
executed this Agreement represent and warrant that they are duly authorized to
execute this Agreement in their individual or representative capacity as
indicated.

SECTION 27.11. LANDLORD'S APPROVAL, CONSENT OR DETERMINATION. Whenever
Landlord's approval, consent or determination is required or provided for in
this Lease, such approval or consent shall not be unreasonably withheld or
unreasonably delayed, and such determination shall be reasonably made.

SECTION 27.12. FINANCIAL STATEMENTS. Upon Landlord's written request,
not more than once annually promptly furnish Landlord financial statements
reflecting Tenant's current financial condition, Landlord shall treat such
statements with confidentiality and shall not disclose the information contained
therein except to Landlord's lender or a prospective lender or buyer.

SECTION 27.13. LANDLORD INDEMNITY RE: FLOOR SETTLING.

(a) Landlord will correct the existing condition and take all
prudent measures to ensure that there should be no further settling of
the floor.

(b) To the extent that Tenant is deprived of the use of any
portion of the Premises as a result of said floor settling, the rental
shall be abated proportionate to the area of deprivation for the time
Tenant is so deprived of such use.

(c) If it appears that Tenant may be deprived of the use of
any portion of said Premises in the future for any extended period of
time, Landlord shall use good faith efforts to provide comparable
temporary space in the Utah Valley Business Park and shall pay the
actual moving costs incurred in relocation and any difference in
occupancy expense charged to Tenant for the temporary space.

(d) Furthermore, if Tenant determines that the settling
problem has not been cured and that Tenant can not, in good faith,
reasonably and practically operate in said Premises, then Tenant may
terminate the said Lease upon written notice to Landlord without
further opportunity to cure by Landlord, and Landlord shall indemnify
Tenant to the extent that Landlord shall pay reasonable actual moving
costs incurred by Tenant to relocate and any increased rental and
occupancy costs incurred by Tenant for the unexpired term of said Lease
as a result of relocation.

SECTION 27.14. INSPECTION OF RECORDS. Tenant may upon ten (10) days
written notice to Landlord elect to inspect and review, at Landlord's place of
business, Landlord's records pertaining to Operating Expenses referred to in
this Section 3.03 and Section 1.01 (N) as well as electrical and gas

utility charges referred to in Section 3.03 (c) and Section 12.02. If upon
review and audit, it is determined that Tenant has been overcharged or
undercharged for Tenant's share of any of the above mentioned expenses, then
Landlord or Tenant shall pay to the other the amount of any excess charge or
deficiency within ten (10) days after the determination that such error has
occurred.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered
this Lease as of the day and year first above written.

SIGNATURES:

LANDLORD:

ABINADI, INC. A UTAH CORPORATION

By:
-------------------------------------
X. Xxxxxxxx Woodbury, President

By:
-------------------------------------
Xxxxxxx X. Xxxxxxxx, Secretary

TENANT:

SENTO CORPORATION, A UTAH CORPORATION

By:
-------------------------------------
Its: Corporate Controller & Secretary

By:
-------------------------------------
Its:
------------------------------

LANDLORD ACKNOWLEDGMENT
(CORPORATE)

STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )

On this 31st day of May, 2000, before me personally appeared X.
Xxxxxxxx Woodbury and Xxxxxxx X. Xxxxxxxx, known to me to be the President and
Secretary of ABINADI, INC., the corporation that executed the within instrument,
known to me to be the persons who executed the within instrument on behalf of
the corporate therein named, and acknowledged to me that such corporation
executed the within instrument pursuant to its bylaws or a resolution of its
board of directors.

-------------------------------------
Notary Public

TENANT ACKNOWLEDGMENT
(CORPORATE)

STATE OF UTAH )
: ss.
COUNTY OF )

On this 24TH day of May , 2000, before me personally appeared Xxxx
Xxxxxx and _______________________, known to me to be the secretary and
corporate controller of SENTO CORPORATION, the corporation that executed the
within instrument, known to me to be the person(s) who executed the within
instrument on behalf of the corporate therein named, and acknowledged to me that
such corporation executed the within instrument pursuant to its bylaws or a
resolution of its board of directors.

-----------------------------
Notary Public

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