Forevergreen Worldwide Corp – ‘10SB12G/A’ on 3/21/00 – EX-6.1

On:  Tuesday, 3/21/00   ·   Accession #:  1023175-0-43   ·   File #:  0-26973

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          59    232K 
                          Small-Business Issuer                                  
 2: EX-6.1      Opinion re: Discount on Capital Shares                20±    78K 
 3: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 

EX-6.1   —   Opinion re: Discount on Capital Shares
Exhibit Table of Contents

COURTYARD POINT OFFICE BUILDING LEASE   

This Lease is made by and between KL Partners American Fork II LLC    
(hereinafter "Landlord") and Whole Living Inc (hereinafter "Tenant") this 26th  
day of November, 1999.  It is agreed:                                           

  1.  PREMISES.  Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord that certain office space (herein called "Premises") displayed    
on Exhibit "A" attached hereto and by reference made a part hereof, for the     
term and upon the rental conditions and covenants as hereafter set forth.  The  
Premises are also known as the westerly portion of the 2nd Floor of the         
COURTYARD POINTE (the "Building") located at 629 East 700 South, American       
Fork, Utah and are deemed, for purposes of this Lease, to have an effective     
rental space, including proportionable common area, of 8,122 square feet,       
which square footage is agreed.  The real property, both land and buildings,    
located at 629 East 700 South, American Fork, Utah is hereinafter referred to   
as the "Project."                                                               

IT IS AGREED:                                                                   

2.  TERM.  The term of this Lease shall be 30 Months commencing on the
31st day of January, 2000, and ending on the 31st day of July, 2002.  Rent      
shall be adjusted annually on the anniversary date of each to reflect           
increases as measured by the Consumer Price Index for Retail Sales of the       
Department of Labor, however, this increase shall not exceed Six (6) percent,   
during the term of the lease.                                                   

2a.  Tenant and Landlord agree to share equally the cost of 
architecture fees necessary to redesign floor plan to meet tenants              
specifications.  Said cost not to exceed $2,500.                                

    2b.  In the event Tenant decides to upgrade the interior finish,
with additional items such as: Built-in shelving, cabinets and security system  
etc.  The cost of these upgrades may be amortized into the term of the lease.   
Total cost of said upgrades shall not exceed $25,000.                           

 3.  POSSESSION.  If Landlord, for any reason whatsoever, cannot deliver
possession of the Premises to Tenant at the commencement of the term hereof,    
this Lease shall not be void or voidable, nor shall Landlord be liable to       
Tenant for any loss or damage resulting therefrom, nor shall the expiration     
date of the above term be extended, but in that event all rent shall be abated  
during the period between the commencement of said term and the time when       
Tenant takes possession.  Subject to the foregoing, upon payment by Tenant of   
the rents provided herein, and upon the observance and performance of 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 Lease    
term without hindrance or interruption, subject to the terms and conditions of  
this Lease, Landlord agrees to guarantee possession to tenant on or before 60   
days after the plans are received and approved by Landlord and America Fork     
City.  Plans must be delivered to landlord no later than 15th of December       
1999.  In the event the Landlord cannot deliver possession as stated above,     
the Landlord agrees to pay tenant $1,000 for each day beyond the 60 day         
completion date.  Tenant will only order items that are "Stock" and readily     
available as special order materials may need order time that may exceed the    
60 day time period.                                                             

  4.  EARLY OCCUPANCY.  In the event Landlord permits Tenant to occupy the
Premises prior to the commencement date of the term, such occupancy shall be    
subject to all the provisions of this Lease, including, but not limited to,     
the obligation to pay all rentals and charges.  Early possession shall not      
advance the termination date provided above.                                    

5.  RENTAL.  Tenant agrees to pay to Landlord, without prior notice or
demand, as minimum rental for the Premises the sum of Eleven thousand five      
hundred six DOLLARS and sixteen cents ($11,506.16) on or before February 2,     
2000, and a like sum on or before the first day of each and every successive    
calendar month thereafter during the Lease term, except that the first month's  
rent shall be paid upon the execution hereof.  Rent for any period of less      
than one (1) month shall be a prorated portion of the monthly installment,      
based upon a thirty (30) day month.  The rental shall be paid to Landlord,      
without deduction or offset, in lawful money of the United States of America,   
at such place as Landlord may from time to time designate in writing.           

  6.  SECURITY DEPOSIT.  In addition to the first month's rent, Tenant has
deposited with Landlord the sum of Eleven thousand five hundred six DOLLARS     
sand sixteen cents ($11,506.16), to be held by Landlord as security for the     
faithful performance by Tenant of all the terms, covenants, and conditions of   
this Lease.  Landlord may (but shall not be required to) use, apply or retain   
all or any part of the security deposit for the payment of any rent or any      
other sum in default, or the payment of any amount which Landlord may spend or  
become obligated to spend by reason of Tenant's default.  If any portion of     
the deposit is so used or applied, Tenant shall, within five (5) days after     
written request from Landlord, deposit cash with Landlord in an amount          
sufficient to restore the security deposit to its original amount.  Tenant's    
failure to do so shall be a material breach of this Lease.  Landlord shall not  
be required to keep this security deposit separate from its general funds.  If  
Tenant shall fully and faithfully perform every provision of this Lease to be   
performed by Tenant, the security deposit shall be returned to Tenant (or, at   
Landlord's option, to the last valid assignee of Tenant's interest hereunder)   
at the expiration of the Lease term.  Should Landlord convey the Premises to    
any party, Landlord shall transfer the deposit to Landlord's successor in       
interest, who shall thereafter be accountable to Tenant for the deposit and     
for performance of the obligations of Landlord hereunder.  Said security        
deposit to be placed in an interest bearing account, all interests earned to    
be paid to tenant at termination of lease.                                      

 7.  USE.  Tenant shall use the Premises for general office purposes and
shall not use or permit the Premises to be used for any other purpose without   
the prior written consent of Landlord.  Tenant shall not do or permit anything  
dangerous and or hazardous to be done in or about the Premises and will not     
bring or keep anything therein which will in any way increase the existing      
rate of or adversely affect any liability or extended coverage or other         
insurance upon the Project or any part thereof or any of its contents, or       
cause cancellation of any insurance policy covering the Project or any part     
thereof or any of its contents.  Tenants 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 the Project or injure or annoy      
them or use or allow the Premises to be used for any improper, immoral,         
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit   
any nuisance in, on or about the Premises.  Tenant shall not commit or suffer   
to be committed any waste in or upon the Premises.  Tenant is required to have  
plastic mats underneath the desks in order to protect floor coverings.          

8.  COMPLIANCE WITH LAW.  Tenant shall not use the Premises or permit 
anything to be done in or about the Premises which will in any way conflict     
with any law, statute, ordinance or governmental rule or regulation now in      
force or which may hereafter be enacted or promulgated.  Tenant shall, at its   
sole cost and expense, promptly comply with all laws, statutes, ordinance and   
governmental rules, regulations or requirements now in force or which may       
hereafter be in force, and with the requirements of any board of fire           
insurance underwriters or other similar bodies now or hereafter constituted,    
related to or affecting the condition, use or occupancy of the Premises,        
excluding structural changes not related to or affected by Tenant's             
improvements or acts.  The judgement of any court of competent jurisdiction or  
the admission of Tenant in any action against Tenant, regardless of whether     
Landlord is a party thereto, that Tenant has violated any law, statute,         
ordinance or governmental rule, regulation or requirement shall be conclusive   
of the fact as between Landlord and Tenant.                                     

   9.  ALTERATIONS AND ADDITIONS.  Tenant may, with the consent of Landlord,
make such alterations in the Premises as Tenant may require for the conduct of  
its business.  Such alterations shall be made in a good and workmanlike manner  
and shall not materially alter or weaken the basic structure of the building.   
Any alterations, additions or improvements to or of the Premises including,     
but not limited to, wall covering, carpeting, paneling and built-in cabinet     
work, but excepting movable furniture and trade fixtures, shall become a part   
of the realty and belong to Landlord and shall be surrendered with the          
Premises on the termination of this Lease.  Any alterations, additions or       
improvements to the Premises by Tenant shall be made at Tenant's sole cost and  
expense.  Any contractor or person selected by Tenant to alter, add to and/or   
improve the Premises must first be approved in writing by Landlord.  Upon the   
expiration or sooner termination of the term hereof, Tenant shall at Tenant's   
sole cost and expense, upon written demand by Landlord given in Landlord's      
sole discretion at least thirty (30) days prior to the end of the term,         
forthwith and with all due diligence remove any alterations, additions, or      
improvements made by Tenant and restore the Premises.                           

10.  REPAIRS.                                                         

  10.a.  By taking possession of the Premises, Tenant shall have
approved the condition of the Premises and accepted the Premises as being in    
good, sanitary order, condition and repair.  Tenant shall, at Tenant's sole     
cost and expense, keep the Premises and every part thereof in good condition,   
ordinary wear and tear and damage from causes beyond the reasonable control of  
Tenant excepted.  In this regard, Tenant agrees to keep the interior of the     
Premises and the improvements located therein in good condition and repair and  
to be responsible for maintenance of the interior walls, interior decorating,   
replacement of light globes and tubes and any glass breakage caused by Tenant.  
Tenant agrees to repair or pay for the repair of any damage to the Premises,    
the Building or the Project resulting from the acts of Tenant or Tenant's       
employees or agents, ordinary wear and tear excepted.  Except as otherwise      
specifically provided in an addendum to this Lease, if any, Landlord shall      
have no obligation whatsoever to alter, remodel, improve, repair, or paint the  
Premises or any part thereof.  The parties affirm that Landlord has made no     
representations to Tenant respecting the condition of the Premises, the         
Building or the Project except as specifically herein set forth.                

   10.b.  Notwithstanding the provisions of subparagraph a. above,
Landlord shall repair and maintain the common areas and the structural          
portions of the building, including the roof, exterior walls, exterior windows  
and doors, foundations, basic plumbing, air conditioning, heating and           
electrical systems installed or furnished by Landlord (other than those that    
solely serve the Premises), unless such maintenance and repairs are caused by   
the act, neglect, fault or omission of any duty by Tenant, its agents,          
servants, employees or invitees, in which case Tenant shall pay to Landlord     
the reasonable cost of such maintenance and repairs.  Landlord shall not be     
liable for any failure to make any such repairs or to perform maintenance       
unless such failure materially and adversely affects Tenant's possession and    
enjoyment of the Premises and persists for an unreasonable time after written   
notice of the need of such repairs or maintenance is given to Landlord by       
Tenant.  Except as provided immediately above and in Articles 22 and 27         
hereof, there shall be no abatement of rent and Landlord shall have no          
liability by reason of any injury to or interference with Tenant's business     
arising from the making of any repairs, alternations or improvements in or to   
any portion of the Project or the Premises or in or to fixtures, appurtenances  
and equipment therein.                                                          

   11.  LIENS.  Tenant shall keep the Premises and the property in which the
Premises are situated free from any liens arising out of any work performed,    
materials furnished or obligations incurred by Tenant.  Landlord may require,   
at Landlord's sole option, that Tenant provide, at Tenant's cost and expense,   
a lien and completion bond in an amount equal to one and one-half (1-1/2)       
times the estimated cost of any improvements, additions, or alternations to     
the Premises undertaken by Tenant to insure Landlord against any liability for  
mechanics and materialman's liens and to insure completion of the work.         

12.  SELL, ASSIGN, MORTGAGE, SUBLET.                                  

       12.a.  Landlord may sell, lease, pledge or otherwise encumber all
or any portion of the Project and/or may pledge or assign Landlord's interest   
in the Lease at any time.  From and after the conveyance of the Premises and    
the assignment of Landlord's interest under this Lease (other than a            
conveyance or assignment for security purposes) Landlord shall have no further  
liability hereunder and the recipient of the conveyance and assignment shall    
assume the rights and be subject to the liabilities of Landlord as stated in    
this Lease.                                                                     

   12.b.  Tenant shall not transfer, assign, sublet, enter into,
license or concession agreements, or hypothecate this Lease or the Tenant's     
interest in and to the Premises or permit the occupancy or use of any part      
thereof by another, without the prior written consent of Landlord, which shall  
not unreasonably be withheld.  Any assignment, mortgage, pledge,                
hypothecation, encumbrance, subletting or license of this Lease, the leasehold  
hereby created, of the Premises or any portion thereof, either voluntary or     
involuntary, by operation of law or otherwise, without the prior consent of     
Landlord first had and obtained, shall be null and void and shall at            
Landlord's option terminate this Lease.  Without in any way limiting            
Landlord's right to refuse to give such consent, Landlord may condition its     
consent to any assignment or subletting (1) upon Tenant's agreement to          
termination of this Lease and the simultaneous creation of a new lease between  
Landlord and the proposed successor at then prevailing rents or (2) upon        
Tenant's agreement, simultaneously with the execution of any sublease approved  
by Landlord, to name Landlord its agent for the purpose of collection of rent   
from the sublessee.  In the event of any assignment, sale or other transfer of  
this Lease or any interest in this Lease by Tenant, Tenant agrees to remain     
liable and guarantee the performance of the obligations herein of any           
successor-in-interest, except that Landlord agrees to release Tenant from said  
guarantee and this Lease if Tenant has no retained interest in this Lease or    
the leasehold and Landlord is timely presented with complete, accurate          
financial information, including but not limited to financial statements and    
income tax returns, relating to any such successor, transferee or assignee,     
and is satisfied with the sound financial security of such successor, assignee  
or transferee, provided that such successor, assignee or transferee agrees, in  
writing, without reservation, to be bound as Tenant under this Lease.  The      
release of Tenant from the obligations of this Lease shall not unreasonably be  
withheld.  Tenant agrees to reimburse Landlord for Landlord's reasonable        
attorney fees and other costs incurred in conjunction with processing and       
documenting any such requested transfer, assignment, subletting, licensing, or  
concession agreement, change of ownership or hypothecation of this Lease or     
Tenant's interest in and to the Premises.                                       

     12.c.  Each transfer, assignment, subletting, license, concession
agreement and/or hypothecation to which there has been consent shall be by an   
instrument in writing in form reasonably satisfactory to Landlord, and shall    
be executed by the transferor, assignor, sublessor, licensor, concessionaire,   
hypothecator or mortgagor and the transferee, assignee, sublessee, licensee,    
concessionaire or mortgagee who shall agree in writing to assume and be bound   
by, and to perform the terms, covenants and conditions of this Lease to be      
performed by the Tenant.  One executed copy of such written instrument shall    
be delivered to Landlord.  Failure to first obtain landlord's written consent   
or failure to comply with the provisions of this Article 12 shall, at           
Landlord's option, prevent any such transfer, assignment, subletting, license,  
concession agreement or hypothecation from becoming effective.                  

    12.d.  Notwithstanding anything to the contrary in the foregoing
provisions, Tenant shall be entitled to assign and transfer this Lease to any   
corporation or affiliated firm owned or controlled by Tenant or to the          
surviving corporation in the event of a consolidation or merger to which        
Tenant shall be a party, provided, however, that such subsidiary, affiliated    
firm or surviving corporation shall in writing expressly assume all of the      
provisions, covenants and conditions of this Lease on the part of Tenant to be  
kept and performed; and provided further that no such assignment or transfer    
shall act as a release of Tenant from any of the provisions, covenants and      
conditions of this Lease on the part of Tenant to be kept and performed.        

13.  HOLD HARMLESS.                                                   

    13.a.  Tenant shall defend, indemnify and hold Landlord free and
harmless from and against any and all claims arising from Tenant's use of the   
Premises for the conduct of its business or from any activity, work, or other   
thing done, permitted or suffered by Tenant in or about the Premises or the     
Project, and shall further defend, indemnify and hold Landlord free and         
harmless from and against any and all claims arising from any breach or         
default in the performance of any obligations of Tenant under this Lease, or    
arising from any act or negligence of the Tenant, or any officer, agent,        
employee, guest or invitee of Tenant, and from and against all costs, attorney  
fees, expenses and liabilities incurred as a consequence of such claims.  In    
any case, action or proceeding brought against Landlord by reason of any such   
claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's     
sole expense by counsel reasonably satisfactory to Landlord, or Landlord shall  
have the right to retain its own counsel to defend any action at the cost of    
Tenant.  Tenant, as a material part of the consideration to Landlord, hereby    
assumes all risk of damage to property or injury to persons in, upon or about   
the Premises from any cause and Tenant hereby waives all claims in respect      
thereof against Landlord other than damage and/or injury attributable to gross  
negligence or willful misconduct by Landlord, its agents, employees and         
officers.                                                                       

   13.b.  Neither Landlord nor its agents and employees shall be
liable to Tenant for any damage to Tenant's property upon the Premises, nor     
for loss or damage to any property resulting from fire, explosion, falling      
plaster, theft, steam, gas, electricity, water or any other cause whatsoever.   
Neither Landlord nor its agents shall be liable for loss of business by Tenant  
nor shall Landlord be liable for any latent defect in the Premises or the       
Project.  Tenant shall give prompt notice to Landlord of fire or accidents in   
the Premises or the Project or any defects therein, including the fixtures and  
equipment.  Notwithstanding the foregoing, however, Landlord shall be           
responsible for Landlord's gross negligence and willful misconduct.             

    13.c.  Each of the parties hereto agree to defend, indemnify and
hold the other party free and harmless from and against any and all claims of   
any kind or nature caused by or arising from the actions of such indemnifying   
party, or their respective agents, representatives or employees, during the     
term hereof.  Any insurance proceeds received by either party as a result of    
any damage or injury covered by this Article 13 shall be applied toward or      
credited against, as appropriate, the obligations of any indemnifying party     
under this Article 13.                                                          

14.  SUBROGATION.  Both Landlord and Tenant insures are required to 
waive subrogation.  Landlord and Tenant hereby mutually waive their respective  
rights of recovery against each other for any loss insured by fire, extended    
coverage and other property insurance policies existing for the benefit of the  
respective parties.                                                             

    15.  LIABILITY INSURANCE.  Tenant shall, at Tenant's expense, obtain and
keep in force during the term of this Lease a policy of comprehensive public    
liability insurance insuring Landlord and Tenant against any liability arising  
out of the ownership, use, occupancy or maintenance of the Premises and all     
areas appurtenant thereto.  Such insurance shall be in the amount of not less   
than $500,000.00 for injury or death of one person in any accident or           
occurrence and in the amount of not less than $1,000,000.00 for injury or       
death of more than one person in any one accident or occurrence.  Such          
insurance shall further insure Landlord and Tenant against liability for        
property damage in the amount of at least $50,000.00.  The limit of any such    
insurance shall not, however, limit the liability of the Tenant hereunder.      
Tenant may provide this insurance under a blanket policy, provided that said    
insurance shall have a landlord's protective liability endorsement attached     
thereto.  If Tenant shall fail to procure and maintain said insurance,          
Landlord may, but shall not be required to, procure and maintain the same at    
the expense of Tenant.  Insurance required hereunder shall be with companies    
related A+, AAA or better in "Best Insurance Guide" or in companies approved    
in writing by Landlord.  Tenant shall deliver to Landlord, prior to entry,      
copies of the policies of liability insurance required herein or certificates   
evidencing the existence and amounts of such insurance with loss payable        
clauses reasonably satisfactory to Landlord.  No such policy shall be           
cancelable or subject to reduction of coverage without prior notice to          
Landlord.  All such policies shall be written as primary policies not           
contributing with and not in excess of coverage which Landlord may carry.       

16.  OTHER INSURANCE.                                                 

  16.a.  Tenant shall Tenant's expense, obtain and keep in force
during the term of this Lease such insurance as Tenant may desire, including    
but not limited to theft protection insurance, protecting Tenant's fixtures,    
equipment, and items of personal property located upon the Premises and/or      
within the Project.  Tenant shall further provide, at Tenant's sole expense,    
such insurance as Tenant may desire to protect the interests of Tenant from     
those risks outlined in Article 13.b. above for which Tenant is absolving       
Landlord and its agents.                                                        

        16.b.  Landlord shall procure and keep in force at its sole cost and
expense fire and extended coverage insurance insuring against loss of, or       
damage to, the Building and appurtenances.                                      

17.  SERVICES AND UTILITIES.                                          

      17.a.  Provided that Tenant is not in default hereunder, except as
otherwise specifically provided herein, Landlord shall pay all charges for      
water, heat, gas, sewer and electricity.  In particular, Landlord agrees to     
provide for the Premises during reasonable hours of generally recognized        
business days, as determined by Landlord in its sole reasonable discretion and  
subject to the Rules and Regulations of the Building, electricity for normal    
lighting and fractional horsepower office machines, heat and air conditioning   
required in Landlord's reasonable judgement for the comfortable use and         
occupation of the Premises.  Landlord shall be responsible for trash and snow   
removal and janitorial service for the common areas.  Landlord shall not be     
liable for, and Tenant shall not be entitled to, any damages or any reduction   
of rental by reason of Landlord's failure to furnish any of the foregoing when  
such failure is caused by accident, breakage, repairs, strikes, lockouts, or    
any other cause which is beyond the reasonable control of Landlord.  Landlord   
shall not be liable under any circumstances for a loss of profits or            
consequential damages or injury to property, however, occurring, which is       
incidental to failure to furnish any of the foregoing.  Wherever heat           
generating machines or equipment are used in the Premises which affect the      
temperature otherwise maintained by the air conditioning system, Landlord       
reserves the right to install supplementary air conditioning units in the       
Premises and the cost thereof, including the cost of installation and the cost  
of operation and maintenance, shall be paid by Tenant to Landlord upon demand.  

 17.b.  Tenant shall not, without the prior written consent of
Landlord, use any apparatus or device in the Premises, including, but without   
limitation, electronic data processing machines, punch card machines, and       
machines using in excess of 120 volts, which will in any way increase the       
amount of electricity usually furnished or supplied for the use of the          
Premises as general office space; nor connect any apparatus or device with      
electric current except through existing electrical outlets in the Premises.    
If Tenant requires water or electric current in excess of that usually          
furnished or supplied for the use of the Premises as general office space,      
Tenant shall first procure the written consent of Landlord, which Landlord may  
refuse, and Landlord may cause a water meter or electrical current meter to be  
installed in the Premises so as to measure the amount of water and electric     
current consumed for any such use.  The cost of any such meters and of the      
installation, maintenance and repair thereof shall be paid by Tenant and        
Tenant agrees to pay Landlord, promptly upon demand therefor, for all water     
and electric current consumed as shown by said meters, at the rates charged     
for such services by the local public utility furnishing the same, plus any     
additional expense incurred in keeping account of the water and electric        
current so consumed.  If a separate meter is not installed, such excess cost    
for water and electric current will be established by an estimate made by a     
utility company or electrical engineer or by the mutual agreement of the        
parties.                                                                        

      17.c.  Tenant shall pay all charges for telephone service.  Tenant
shall be responsible for the normal maintenance and upkeep of the Premises and  
for all janitorial services to the Premises and agrees to keep the Premises in  
a good, clean, safe, sanitary condition during the term of this Lease.          

18.  PROPERTY TAXES.  Tenant shall pay all taxes, license fees and    
charges incidental to the conduct of Tenant's business on the Premises during   
the term of this Lease, including taxes on Tenant's personal property situated  
on the Premises, including Tenant's leasehold improvements, equipment,          
furniture and fixtures.  In the event any or all of the Tenant's leasehold      
improvements, equipment, furniture, fixtures, and personal property shall be    
assessed and taxed with the Building, Tenant shall pay to Landlord its          
proportionate share of such taxes within ten (10) days after delivery to        
Tenant of a statement in writing setting forth the amount of such taxes as are  
applicable to Tenants property.  Except as specifically otherwise provided      
hereinabove, Landlord shall pay or cause to be paid all real property taxes     
levied or assessed against the Project.                                         

 19.  RULES AND REGULATIONS.  Tenant shall faithfully observe and comply
with reasonable Rules and Regulations that Landlord shall from time to time     
promulgate.  Landlord reserves the right from time to time to make reasonable   
modifications to said rules.  The additions and modifications to the rules      
shall be binding upon Tenant upon delivery of a copy of them to Tenant.         
Landlord shall not be responsible for the nonperformance of any of said rules   
by any other tenant or occupant.  Violations by Tenant of said rules shall      
constitute an event of default under this Lease.                                

20.  HOLDING OVER.  If Tenant remains in possession of the Premises or
any part thereof after the expiration of the term hereof, with or without the   
express written consent of Landlord, such occupancy shall be a tenancy from     
month to month at a rental in the amount of the last monthly rental, plus all   
other charges as payable hereunder, and upon all the terms hereof applicable    
to a month to month tenancy.                                                    

  21.  ENTRY BY LANDLORD.  Sixty (60) days prior to the expiration of this
Lease, Landlord may post suitable notice on the Premises that the same are      
"for rent or lease" and may show the Premises to prospective tenants at         
reasonable times.  Landlord reserves and shall at all times have the right to   
enter the Premises, inspect the same, supply and service to be provided by      
Landlord to Tenant hereunder, to show the Premises to prospective purchasers    
or tenants, to post notices of non-responsibility, and to alter, improve or     
repair the Premises and any portion of the Building that Landlord may deem      
necessary or desirable, without abatement of rent, and may for that purpose     
erect scaffolding and other necessary structures where reasonably required by   
the character of the work to be performed, provided, however, that the          
entrance to the Premises shall not be blocked thereby and provided further      
that Landlord shall not unreasonably interfere with Tenant's use and            
possession of the Premises.  Except in case of an emergency, Landlord shall     
give Tenant at least three (3) hours prior notice before entering the premises  
for any of the purposes enumerated above other than for the purpose of making   
improvements or repairing the Premises in which event Tenant shall receive at   
least twenty-four (24) hours prior notice.  Tenant hereby waives any claim for  
damages or for any injury or inconvenience to or interference with Tenant's     
business, any loss of occupancy or quiet enjoyment of the Premises, and any     
other loss occasioned thereby.  For each of the aforesaid purposes, Landlord    
shall at all times have and retain a key with which to unlock all of the doors  
in, upon and about the Premises, excluding Tenant's vaults, safes and files.    
Landlord shall have the right to use any and all means which Landlord may       
reasonably deem proper to open said doors and obtain entry to the Premises in   
an emergency without liability to Tenant except for any failure to exercise     
due care for Tenant's property.  Any entry to the Premises obtained by          
Landlord by said means or otherwise shall not under any circumstances be        
construed or deemed to be a forcible or unlawful entry into or a detainer of    
the Premises or an eviction of Tenant from the Premises or any portion          
thereof.                                                                        

22.  RECONSTRUCTION.                                                  

        22.a.  In the event the Premises or the Building are damaged by fire
or other cause covered by extended coverage insurance, and the Landlord         
receives sufficient proceeds to cover the cost of replacing the damage, then    
the Landlord agrees forthwith to repair the same, and this Lease shall remain   
in full force and effect, except that Tenant shall be entitled to a             
proportionate reduction of the rent while such repairs are being made, such     
proportionate reduction to be based upon the extent to which the making of      
such repairs shall materially interfere with the business carried on by Tenant  
in the Premises.  Notwithstanding the foregoing, if the damage is due to the    
fault or neglect of Tenant or its employees, there shall be no abatement of     
rent.                                                                           

22.b. Deleted                                               

   22.c. Should Landlord not receive sufficient proceeds to effect
necessary repairs, as provided in subparagraph a.  above, this Lease shall      
terminate and Tenant shall no longer be obligated to pay rent as provided       
herein.                                                                         

       22.d. Landlord shall not be required to repair any injury or damage
by fire or other cause, or to make any repairs or replacements of any panels,   
decoration, office fixtures, ceilings, floor covering, partitions, or any       
other property installed in the Premises by Tenant.                             

       22.e. Tenant shall not be entitled to any compensation or damages
from Landlord for loss of the sue of the whole or any part of the Premises,     
Tenant's personal property or any inconvenience or annoyance occasioned by      
such damage, repair reconstruction or restoration.                              

23.  DEFAULT.  The occurrence of any one or more of the following 
events shall constitute a default and breach of this Lease by Tenant.           

  23.a. The vacating or abandonment of the Premises by Tenant.

    23.b. The failure by Tenant to make any payment of rent or any
other payment required to be made by Tenant hereunder within Five (5) days      
after the same is due and payable.                                              

  23.c. The failure by Tenant to observe or perform any of the
covenants or conditions of this Lease to be observed or performed by Tenant,    
or other than described in subparagraph b. above, where such failure shall      
continue for a period of ten (10) days after written notice thereof has been    
provided to Tenant by Landlord; provided, however, that if the nature of        
tenant's default is such that more than ten (10) days are reasonably required   
for its cure, then Tenant shall not be deemed to be in default if Tenant        
commences such cure within said ten (10) day period and thereafter diligently   
prosecutes such cure to completion.                                             

         23.d. The making by Tenant of any general assignment to, or general
arrangement for, the benefit of creditors; the filing by or against Tenant of   
a  petition to have Tenant adjudged bankrupt, or a petition for reorganization  
or arrangement under any law relating to bankruptcy (unless in the case of a    
petition filed against Tenant, the same is dismissed within sixty (60) days     
after filing); the appointment of a trustee or a receiver to take possession    
or substantially all of Tenant's assets located at the Premises or of Tenant's  
interest in this Lease, where possession is not restored to Tenant within       
thirty (30) days; or the attachment, execution or other judicial seizure of     
substantially all of Tenant's assets located at the Premises or of Tenant's     
interest in this Lease, where such seizure is not discharged within thirty      
(30) days.                                                                      

       23.e. The failure of Tenant to keep the property free of liens as
required under Article 11 of this Lease.                                        

 24 REMEDIES IN DEFAULT.  In the event of any material default or breach
by Tenant, at any time thereafter, with or without notice or demand and         
without limiting Landlord's rights or remedies:                                 

       24.a. Landlord may elect to re-enter, as herein provided, or take
possession of the Premises pursuant to legal proceedings or pursuant to any     
notice provided for by law.  In re-entering the Premises, Landlord may either   
terminate this Lease or, from time to time, without terminating this Lease,     
make such alterations and repairs as may be necessary in order to relet the     
Premises and relet the Premises or any part thereof for such ter (which may be  
for a term extending beyond the term of this Lease) and at such rental and      
upon such other terms and conditions as Landlord, in its sole discretion, may   
deem advisable.  Upon each such reletting shall be applied, first, to the       
payment of any indebtedness other than rent due hereunder from Tenant to        
Landlord; second, to the payment of rent due and unpaid hereunder and the       
residue, if any, shall be held by Landlord and applied in payment of future     
rent as the same may become due and payable hereunder.  If rentals received     
from such reletting during any month be less than the rent to be paid that      
month by Tenant thereunder, Landlord shall calculate such deficiency, which     
shall be paid that month by Tenant thereunder, Landlord shall calculate such    
deficiency, which shall be paid by Tenant monthly or at such greater intervals  
as Lender may see fit; or Landlord may institute action for the whole of such   
deficiency immediately upon affecting any letting or reletting and shall not    
thereafter be precluded from further like action in the event such letting or   
reletting shall nor embrace the whole unexpired portion of the term hereof.     
No such re-entry or taking possession of the Premises by Landlord shall be      
construed as an election on its part to terminate this Lease unless a written   
notice of such intention is given to Tenant, or unless the termination thereof  
is decreed by a court of competent jurisdiction.  Notwithstanding any such      
reletting without termination, Landlord may at any time thereafter elect to     
terminate this Lease for any such previous breach.  Should Landlord at any      
time thereafter elect to terminate this Lease for any breach, in addition to    
any other remedies it may have, it may recover from Tenant all damages it may   
incur by reason of such breach, including the cost of recovering the leased     
Premises, reasonable attorney fees, and the worth at the time of such           
termination of the excess, if any, of the amount rent and charges equivalent    
to rent reserved in this Lease for the remainder of the stated term over the    
then reasonable rent value of the leased Premises for the remainder of the      
stated term, all of which amounts shall be immediately due and payable from     
Tenant.                                                                         

      24.b. Landlord or a receiver or trustee may take possession of the
leased Premises at the instance of Landlord in any action against Tenant or     
otherwise.  The Landlord, receiver or trustee may collect the rents and         
profits from the Premises and all property of Tenant placed on the Premises     
may be taken, possessed and used by Landlord or receiver or trustee, as the     
case may be, without compensation to Tenant, and may be let with the Premises   
upon any reletting provided for in this Lease, and may be taken, possessed and  
used by the substitute tenant in the conduct of the substitute tenant's         
business, without compensation to the Tenant and without constituting and       
eviction of Tenant from the leased Premises or any part thereof.  Said right    
of taking, using and letting shall apply to any of said property which may be   
subject to a lease or to a conditional sales contract, lease contract,          
reserved or security title, chattel mortgage or other security document,        
instrument, or agreement to secure the balance of the purchase prices thereof   
or other obligation of Tenant.  The Landlord, receiver or trustee, as the case  
may be, shall be subrogated to all rights of Tenant in the Premises and shall   
have the right to make such payments as may be required to prevent              
repossession or foreclosure or the exercise of any remedy by the obligees       
under any such lease or security document, instrument or agreement; and the     
amount so paid, with interest therein, shall be added to the sum due from       
Tenant to Landlord.                                                             

    24.c. Each of the foregoing remedies may be exercised jointly or
severally with any of the remedies provided by this Lease or by law, as the     
option of the Landlord, receiver or trustee.                                    

   24.d. Tenant agrees to hold Landlord free and harmless from any
claim of any character by any person arising out of or in any way connected     
with the entry and the taking possession of the Premises and/or said personal   
property by the Landlord, receiver or trustee, as the case may be.              

  24.e. Tenant expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant being     
evicted or dispossessed for any cause, or in the event of Landlord obtaining    
possession of the leased Premises by reason of the violation by Tenant of any   
of the covenants or conditions of this Lease or otherwise.                      

 24.f. The rights and remedies herein set forth and granted to
Landlord shall be cumulated and in addition to any and all other rights and     
remedies provided and given to Landlord under the laws of the state where the   
Premises are located.  The use of any one or more of the rights and remedies    
here enumerated, as otherwise provided for hereunder, shall not constitute an   
election of remedies; nor, in such event, shall Landlord be barred or estopped  
from using or asserting any other or different pr concurrent or cumulative      
right or remedy at the same or any other different time or place.               

25. EMINENT DOMAIN                                                    

        25.a. If mor than twenty-five percent (25%) of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power   
of eminent domain, either party hereto shall have the right, at its option, to  
terminate this Lease and Landlord shall be entitled to any and all income,      
rent, award, or any interest therein whatsoever which may be paid or made in    
connection with such public or quasi-public use or purpose, and Tenant shall    
have no claim against Landlord for the value of any unexpired term of this      
Lease without liability to Tenant and Landlord shall be entitled to the entire  
award as above provided.                                                        

      25.b. Although all damages in the event of any condemnation are to
belong to Landlord, whether such damages are awarded as compensation for        
diminution in value of the leasehold or the fee estate in the Premises, Tenant  
shall have the right to claim and recover from the condemning authority, but    
not from Landlord, such compensation and for; or on account of, any cost or     
loss to which Tenant might be put in removing Tenant's merchandise, furniture,  
fixtures, leasehold improvements and equipment.                                 

 26.  ESTOPPEL CERTIFICATE.  Tenant shall at any time and from time to
time upon not less than ten (10) days prior to written notice from Landlord     
execute, acknowledge and deliver to Landlord a statement in writing, (a)        
certifying that this Lease is unmodified and in full force and effect (or, if   
modified, stating the nature of such modifications and certifying that this     
Lease as so modified is in full force and effect), and the date to which the    
rental and other charges are paid in advance, if any, and (b) acknowledging     
that there are not, to Tenant's knowledge, any incurred defaults on the part    
of Landlord hereunder, or specifying such defaults if any are claimed.  Any     
such statement may be ruled upon by a prospective purchaser or encumbrancer or  
assignee of the same of all or any portion of the real property of which the    
Premises are a part.                                                            

27.  COMMON AREAS.                                                  

27.a. As used in this Lease, "common areas" means all areas,
facilities and improvements provided, from time to time, within the Project     
for the mutual convenience employees, customers and invitees, which shall       
include, without limitation, roadways, entrances, sidewalks, stairways,         
elevators, corridors and halls, delivery areas, landscaped areas, public        
restrooms and comfort stations and parking areas.                               

        27.b. Tenant shall have the right, during the Lease term, to use the
common areas, along with the other tenants of the Building, on a non-exclusive  
basis.  Landlord shall at all time have the right to determine the nature and   
extent of the common areas, whether the same be surface, underground, or deck,  
and to make such changes, rearrangements, additions or reductions, which in     
Landlord's reasonable opinion, are deemed desirable and in the best interest    
of all person using the common areas, or which are required by any federal,     
state or municipal law, rule, ordinance, regulation, guideline or order,        
including, but not limited to, changes, rearrangements, additions or            
reductions involving location, relocation or enlargement, reduction of          
addition of accommodations for access to the Building.                          

27.c. Landlord shall have the sole and exclusive control and
management of the common areas and may, at any time, exclude and restrain any   
person from use or occupancy thereof, excepting tenants of the Building and     
bona fide invitees of Landlord or tenants of the Building who make use of said  
common areas in accordance with the rules and regulations established by        
Landlord.  The rights of Tenant and in to the common areas shall at all times   
be subject to the rights of others to use the same in common with Tenant, and   
it shall be the duty of Tenant to keep all of said common areas free and clear  
of any obstructions created or permitted by Tenant or resulting from Tenant's   
operation.  Landlord may, at any time, close any or all portions of the common  
areas to make repairs, to construct additions or improvements, to discourage    
non-customer parking, pt prevent a dedication of said common areas or part      
thereof ro the accrual of any rights to any person or to the public therein,    
and to do and perform such other acts in and to the common areas as Landlord    
shall determine to be advisable to improve and maintain the common areas for    
the convenience and use by tenants of the Building and their employees,         
agents, customers and invitees and other persons authorized to use the same by  
Landlord.  landlord reserves exclusive control of advertising in the common     
areas.  All common areas and facilities not within the Premises are to be used  
and occupied by Tenant under a revocable license.  If the amount of such areas  
are diminished or otherwise changed, in Landlord's reasonable discretion,       
Landlord shall not be subject to any liability nor shall Tenant be entitled to  
any compensation or diminution or abatement of rent, nor shall such diminution  
or change be deemed constructive or actual eviction so long as such diminution  
or change of the common areas does not materially and adversely affect          
accessibility to and/or Tenant's use and enjoyment of the Premises.             

     27.d. The parking areas, or designated portions thereof, shall be
available for the use of tenants of the Project and, to the extent designated   
by Landlord, the employees, agents, customers, and invitees of said tenants     
and of Landlord and other parties designated by Landlord, subject to            
reasonable rules, regulations, charges; and rates as set forth by Landlord      
from time to time; provided, however, that Landlord may restrict parking for    
the tenants of the Project (including Tenant) and their employees and agents    
to certain portions of the parking areas, and may designate other areas to be   
used at large only by customers and invitees of tenants of the Project.         
Tenant shall be entitled to use 33 parking stalls.  Four parking spaces near    
north main entrance will be labeled "Brain Garden" visitor parking.             

      27.e. Pursuant to such an at-large parking system, specific stalls
will not be allocated to specific persons or cars, but an areas or areas        
sufficient for the purpose will be designated by Landlord within which          
authorized cars (selected by Tenant in accordance with reasonable rules         
promulgated by Landlord) will be allowed to park.  Such area or areas may, at   
Landlord's option, be moved from time to time, upon written notice to Tenant,   
within the parking facilities of the Project as not or hereafter constituted.   
Within such large areas Landlord may allot more cars than there are physical    
stalls so long as, in the sole judgement of Landlord, considering actual        
experience, the designated number of cars can be satisfactorily served.         
Landlord may, at its option, change from an at-large system to a specific       
stall or other system, either as to all or a part of the cars for which         
Tenant(or any other tenant) enjoys parking rights.                              

 27.f. Notwithstanding anything to the contrary elsewhere herein
Landlord reserves the right from time to time to make reasonable changes in,    
additions to and deletions from the parking areas and to change the purposes    
to which the same may be devoted, and the use of parking areas shall at all     
time be subject to such reasonable rules and regulations as ma be promulgated   
by Landlord, provided that Landlord shall not reduce Tenant's parking rights    
as described above, although it may change the location thereof.                

 27.g. Landlord, or its agents (if Landlord has delegated such
privileges) shall have the right to cause any cars of Tenant, its employees or  
agents that are parked in without liability of any kind to Landlord, its        
agents or employees.  Tenant agrees to defend, indemnify and hold Landlord and  
its agents free and harmless from and against any and all claims, or damages    
and demands asserted or arising in connection with the removal of any such      
automobiles owned by its employees and agents who are to have parking           
privileges hereunder, Landlord may, as part of the regulations promulgated by   
it for use of the Parking Areas, require that Tenant cause an identification    
sticker issued by Landlord to be affixed to the bumpers or other designated     
location of all automobiles of Tenant and its employees or agents who are       
authorized to park in the Project.                                              

  28.  AUTHORITY OF PARTIES.  If Tenant of Landlord is a corporation, each
individual executing this Lease on behalf of said corporation represents and    
warrants that he is duly authorized to execute and deliver this Lease on        
behalf of said corporation in accordance with a duly adopted resolution of the  
board of directors or in accordance with the by-laws of said corporation, and   
that this Lease is binding upon said corporation in accordance with its terms.  

29.  CHANGE OF LOCATION.  Without in any way affecting the validity of
this Lease, Landlord shall have the following rights and powers, and on not     
less than thirty (30) days prior written notice:                                

       29.a. To terminate this Lease by tendering to Tenant a sum equal to
one-sixth (1/6th) of the total rentals then remaining unpaid under this Lease   
(exclusive of the term in any unexercised options for renewal), upon which      
tender and notice Landlord shall be completely relieved and exonerated from     
any liabilities to Tenant of any kind, and Tenant shall be obligated to remove  
itself from the Premises and satisfy any obligations of repair and restoration  
herein provided (as if the termination pursuant to such notice occurred by an   
accelerated expiration of the term,) or                                         

     29.b. To relocate the Premises and substitute as the Premises other
space within the Building for all purposes hereunder as though originally       
leased to Tenant; provided, however, (1) that the substituted Premises shall    
contain an area not less than the square footage contained in the original      
Premises without any increase in the rent hereunder, (2) that the power under   
this subparagraph (b) shall be exercisable by Landlord only once during the     
Lease term, and (3) that Landlord shall pay the expenses reasonably incurred    
by Tenant as a direct result of such substitution of Premises, including        
moving expenses, door lettering and expenses in connection with change of       
telephone.  In the event of such relocation Landlord agrees to provide in the   
substitute Premises decorations and improvements reasonably equivalent to       
those which were in the original Premises but which cannot be moved or used in  
the substitute Premises.                                                        

29.c. If Landlord gives notice to Tenant to relocate under      
subparagraph b.  above, Tenant shall have the right and power to terminate      
this Lease, without receiving compensation therefor, by written notice to       
landlord given not more than fifteen (15) days after receipt of Landlord's      
notice to relocate, effective at the end of the calendar month next following   
the month in which Tenant gives notice of such termination.                     

30. ERECTION AND REMOVAL OF SIGNS.  Tenant may place suitable signs at
his location in the premises consistent with that allowed other tenants, eg.    
doors plates and lettering.  Other signs similar for all tenants may be placed  
in lobbies and other location similar for all tenants.  Landlord shall provide  
2 outdoor monument signs that tenant may use a portion thereof.  At             
termination of said lease, tenant will be responsible for removal of all        
signs, door plates, and lettering; tenant has installed in building or on       
monument signs and restore sign to original condition.  This shall be done      
solely at tenant's expense.                                                     

The above exceptions are by agreement with those tenants.                       

 31.  WAIVER.  The waiving of any of the conditions or covenants of this
Lease by either party shall be limited to the particular instance and shall     
not be deemed a waiver of any other breaches of such covenant, condition, or    
any provision herein contained.                                                 

32.  NOTICES.  Any notice required or permitted to be given hereunder 
shall be deemed sufficient if given by communication in writing, personal       
delivery, by United States mail, postage prepaid, and addressed as follows:     

If to Landlord, at the following address:                       

KL Partners American Form II LLC                          
PO Box 1025                                               
Pleasant Grove, Utah 84062                                

If to Tenant, at the following address:                         

Whole Living, Inc.                                        
629 East 700 South                                        
American Fork, Utah 84003                                 

or such other address as wither party may subsequently designate in writing.    
Any notice provided as aforesaid shall be deemed to have been received on the   
third day following having been placed in the United States mails.  A notice    
shall also be deemed to be received when personally delivered to the recipient  
or the following business day afer having been sent to the recipient by         
Federal Express or United States Express Mail.                                  

33.  SURRENDER OF PREMISES. Tenant shall, upon expiration of the term 
hereof, or any earlier termination of the Lease for any cause:                  

 33.a   Surrender to Landlord the Premises, including, without
limitation, all building apparatus and equipment then upon Premises and all     
alterations, improvements, and other additions thereto that may have been made  
or installed by either party. If Tenant shall not then be in default, Tenant    
may remove its trade fixtures, signs and other personal property, not           
including ceilings, light fixtures, air conditioning equipment and duct work,   
floor and wall coverings, doors, windows, window coverings, including blinds    
and partitions, which items shall remain in the Premises and become the         
property of the Landlord without any payment therefor. Landlord acknowledges    
that, except as otherwise set forth in the Lease Agreement, Landlord has no     
interest in any personal property, equipment, furniture and fixtures which may  
be installed by Tenant upon Premises, and Landlord's waiver or mortgagee's      
waiver or similar document consistent with the provisions of the this Lease     
may be reasonably required by an institutional lender or equipment lessor in    
connection with Tenant's acquisition or financing respecting such personal      
property, equipment, furniture fixtures.                                        

        33.b   If Tenant shall then be in default, Tenant shall not have the
right to remove any of said trade fixtures, signs and other personal property   
and the same shall remain and become the property of Landlord.  Landlord shall  
have a Landlord's lien  against Tenant's property until said default is         
remedied.                                                                       

   33.c. The leased Premises and all said property (other than the
trade fixtures, signs and personal property which Tenant has the right to       
remove) shall be surrendered to Landlord by Tenant without any damage, injury   
or disturbance thereto, or payment therefor, reasonable wear and tear           
excepted. Tenant, at its expense, shall immediately repair any damage to the    
Premises caused by his vacating the same or by Tenant's removal of trade        
fixtures, signs and other personal property, and shall leave the premises in a  
neat and clean condition, free of debris.                                       

        33.d. When Tenant vacates the Premises, whether at the expiration of
the term or earlier termination of the Lease or upon abandonment of the         
Premises by Tenant, any items of personal property belonging to Tenant          
remaining on the Premises shall be deemed to be and hereby are conveyed to      
Landlord. without any payment of additional consideration, and Landlord shall,  
without notice to Tenant, be entitled to use or dispose of the said items of    
personal property as Landlord, in its sole discretion, sees fit.                
Notwithstanding the foregoing, however, and subject to the other provisions of  
this lease; Tenant may reclaim any such items of personal property provided     
that Tenant does so within five (5) days or having otherwise vacated the        
Premises and provided further that Tenant first compensates landlord for any    
expenses reasonably incurred by Landlord in the protection and/or storage of    
the said items of personal property. On or prior to the expiration of this      
Lease, Tenant shall surrender to Landlord all keys to the Building, the         
Premises and to interior locks within the Premises.                             

33.e. Tenant's obligations to observe and perform any of the
provisions of this Article 33 and landlord's rights hereunder shall survive     
the expiration of the term hereof or earlier termination of this Lease.         

   34.ATTORNEYS' FEES. Should either Landlord or Tenant institute any action
or proceeding against the other relating to the provision of this lease or any  
default hereunder or should either party intervene in any action or proceeding  
wherein the other party is a party in order to enforce or protect the first     
party's interests or rights under this Lease the successful party in such       
action or proceeding shall be entitled to an award of, its reasonable costs     
and expenses of such action, including reasonable attorneys' fees, against the  
unsuccessful party.                                                             

  35.PAST DUE SUMS. If Tenant fails to pay, within Five (5) days after the
due date, any rent or other sum required to be paid by Tenant hereunder, such   
payment at the rate of one and one-t)half percent (1-1/2%) per month or         
portion thereof, both before and after judgment. Tenant further agrees to pay   
Twenty-Five Dollars ($25.00) for a dishonored bank check<. If a bank            
dishonored, upon demand by Landlord, Tenant agrees to make all future payments  
with cash or cashier's checks.                                                  

36.GOVERNING LAW; VENUE. This Lease shall be deemed to have been      
executed in Provo, Utah, and the laws of the State of Utah shall govern the     
validity I performance and enforcement of any obligation contained herein.      
Should either party institute a legal suit or action for enforcement of any     
obligation contained in this Lease, the venue of such suit or action~ shall be  
in Provo, Utah County. Utah.                                                    

37.ACCORD AND SATISFACTION. No payment by Tenant or receipt by      
landlord 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 Landlord may accept such check or       
payment without prejudice to landlord's right to recover the balance of such    
amount or pursue any other remedy provided herein.                              

  38. ATTORNMENT. Tenant shall, in the event any proceedings are brought
for the foreclosure of, or ~n the event of exercise of the power of sale under  
any mortgage or deed of trust made by landlord covering the Premises, or in     
the event of any deed or transfer in lieu of foreclosure, attorn to the new     
owner of landlord's interest in the Premises and recognize such new owner as    
Landlord under this Lease.                                                      

39. SUBORDINATION. This Lease is, and shall be and remain, subject and
subordinate to any ~resent or future lien of any or all first-position          
mortgages, deeds of trust or security installments, and to any and all utility  
easement agreements covering all or any part. of Landlord's interest in the     
Project and to the rights and powers of the holder of any such mortgage, deed   
of trust, security instrument or utility easement, regardless of whether such   
mortgage, deed of trust, security instrument or utility easement now exists or  
hereafter may be repeated, and to any and all advances to be made pursuant to   
any such mortgage, deed of trust or security instrument and to any interest     
thereunder, and to all modifications, consolidations, renewals, replacements    
and extensions of any of the aforementioned instruments; provided, however,     
that so long as Tenant continues to perform an of its obligations under this    
lease, this Lease shall remain in full force and effect notwithstanding such    
SUBORDINATION or Landlord's default in connection with the mortgage, deed of    
trust, or security instrument concerned or any resulting foreclosure or sale,   
or transfer in lieu of such proceedings. Notwithstanding the foregoing Tenant   
agrees that any mortgagee, trustee or holder of a security interest may elect   
to have this lease be superior to any li~n of its mortgage, deed of trust or    
security instrument, and in the event of such election and upon notification    
by such mortgagee, trustee or holder of a security Interest to Tenet to that    
effect, this Lease shall be deemed prior in lien to the said mortgage, deed of  
trust or security instrument, as the new case may be, whether this Lease is     
dated prior to or subsequent to the date of said .mortgage, deed of trust or    
security instrument.                                                            

40.  PARTIAL INVALIDITY. If any tenet, covenant or condition of this  
Lease or the application thereof to any person or circumstance shall, to any    
extent, be invalid or unenforceable, the remainder of this Lease, or the        
application of such term, covenant or condition of this Lease shall be valid    
and enforceable to Ole fullest extent permitted by law.                         

41.    CAPTIONS: ARTICLE AND PARAGRAPH NUMBERS. The captions and      
article and paragraph numbers appearing In this Lease are inserted only as a    
matter of (X)convenience and in no way define, limit, construe or describe the  
scope or intent of such articles and paragraphs of this Lease or in any way     
affect this Lease.                                                              

 42. TENSE. The singular tense herein shall include the plural, and vice
versa, and any gender shall include all other genders.                          

43. TIME. rime is of the essence in all provisions of this Lease.     

44. TOTAL :AGREEMENT. This Lease contains the entire agreement between
the parties and cannot be changed or altered except by a subsequent written     
instrument executed by the parties.                                             

Executed as or the day and year first set forth above.                

                            LANDLORD: KL Partners American Fork II LLC

               By:   /s/ signature illegible
                              --------------------------------------

              Its:        Managing Partner
                              --------------------------------------

            Tenant: Whole Living, Inc.

       By: /s/ Bill Turnbull
                              --------------------------------------

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

Lease Addendum #2   

 This lease addendum is made by and between KL Partners American Fork II
LLC (hereinafter Landlord) and Whole Living Inc. (hereinafter Tenant). On this  
10 day of February 2000 it is agreed.                                           

1.   The cost of the Tenant's additional leasehold improvements are   
$19,412.60 to be amortized into the Tenant's 30 - month lease, to be done as    
follows: $19,412.60 for 30 months at 8 1/2 % interest. This will increase the   
Tenant's lease by $720.55 per month, for a new total monthly lease amount of    
$12,226.71.                                                                     

2. All other terms and conditions of the lease remain the same.       

Landlord: KL Partners American Fork II LLC                                      

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Tenant: Whole Living, Inc.                                                      

/s/ Ron Williams                                                                
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/s/ Bill Turnbull                                                               
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/s/ Brian Vassel                                                                
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Lease Addendum #3   

This lease addendum is made by and between KL Partners American Fork II 
LLC (hereinafter Landlord) and Whole Living Inc. (hereinafter Tenant). On this  
24th day of February 2000 it is agreed.                                         

1. The cost of the Tenant's additional leasehold improvements are     
$2,360.00 to be amortized into the Tenant's 30-month lease, to be done as       
follows. $19,412.60 for 29 months at 8 1/2 % interest. This will increase the   
Tenant's lease by $70.31 per month, for a new total monthly lease amount of     
$12,317.02 per month.                                                           

2. All other terms and conditions of the lease remain the same.                 

Landlord: KL Partners American Fork II LLC                                      

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Tenant: Whole Living, Inc.                                                      

/s/ Ron Williams                                                                
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/s/ Bill Turnbull                                                               
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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10SB12G/A’ Filing		Date		Other Filings
Filed on:		3/21/00		10KSB,  10QSB/A
		2/2/00
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