

                                 LEASE AGREEMENT

         THIS  LEASE is  entered  into this  29th day of  August,  1997,  by and
between RICHARD SURBER, an Individual,  (Landlord) and Canton Financial Services
Corporation, a Nevada Corporation (Tenant)

                                   WITNESSETH:

         1. Premises.  In  consideration  of the rents,  covenants and agreement
contained herein,  Landlord demises and leases to Tenant, and Tenant leases from
Landlord,  the  following  premises  consisting  of a portion of a building  and
proportionate  shares  use of  common  areas and  parking.  The  address  of the
building or portion thereof is Unit 38 of the GIANT STEP CONDOMINIUM PROJECT, an
expandable condominium project in Brian Head, Iron County, Utah.

         2. Acceptance.  Tenant is familiar with the premises, has inspected the
same and accepts the same in its present  condition as satisfactory for Tenant's
purposes.

         3. Term. The term of this Lease shall be for 10 (ten) years  commencing
on August 29, 1997, and ending on August 31, 2007.

         4. Rent.  Tenant  agrees to pay, as minimum  rental to Landlord at such
place as Landlord may  designate  without prior demand and without any deduction
or set off,  an amount  equal to the  mortgage  payments,  including  principal,
interest and reserve for taxes on the subject  property,  as of the date of this
lease that amount is $856.27 per month.

         At any time during the lease  period,  the Tenant  decided to terminate
         the  lease  and  vacate  the  premises,  it may do so upon  giving  the
         Landlord, six (6) months written prior notice.

         In addition to the payment of the monthly rental,  Tenant shall pay all
charges  for  common  area  maintenance,   including  lighting  costs,  exterior
painting,  snow removal  costs,  and costs of  maintaining  the common area in a
clean,  attractive,  sanitary condition,  and other charges legally and properly
charged by the condominium association.  Tenant shall bear all costs of insuring
the premises.

         5.  Authorized  Use.  Tenant shall be allowed any use authorized by the
condominium  rules and regulations in effect at any time during the term of this
lease.

         6. Increasing Insurance Risk. Tenant will not use or permit said leased
premises to be used for any purpose which would  increase the risk or render the
insurance thereon void or cause cancellation  thereof or the insurance risk more
hazardous  or  increase  the  insurance  premiums  in  effect at the time of the
commencement  of the term of this Lease.  Tenant will not keep,  use or sell, or
allow to be kept, used or sold in or about the leased  premises,  any article or
material  which is prohibited by law or by standard fire  insurance  policies of
the kind  customarily in force with respect to premises of the same general type
as those covered by this Lease.

         7. Repair and Care of  Building  by Tenant.  Tenant will not commit any
waste on the  leased  premises,  nor shall  Tenant  use or permit the use of the
premises in  violation  of any present or future law of the United  States or of
the State of Utah in which said  premises  are  located,  or in violation of any
municipal ordinance or regulation applicable thereto. Tenant may, with the prior
written consent of Landlord, but at Tenant's own cost and expense, in a good and
workmanlike  manner, make such alterations and repairs to the building as Tenant
may desire  without,  however,  materially  altering the basic  character of the
building or improvements

<PAGE>

or weakening  the structure of the demised  premises.  Tenant agrees to keep the
interior of the building,  including  repairs to the windows and glass,  furnace
and  heating  and air  conditioning  systems,  electrical  wiring  and  plumbing
systems,  and to clean and paint the interior of the leased premises as the same
may or  might  be  necessary  in order to  maintain  said  premises  in a clean,
attractive,  sanitary  condition  and good  state of  repair.  Any  alterations,
improvements  or additions to the leased  premises  shall become the property of
the Landlord at the expiration or sooner termination of the Lease. Tenant agrees
to abide by and perform  all rules and  restrictions  relating to common  areas.
Tenant has no right or authority to cause  mechanic's liens to arise against the
property.

         8.  Glass.  Tenant  agrees to repair and  replace all windows and glass
broken or damaged  during the term of this Lease with glass of the same  quality
as that broken or damaged.

         9. Right of Entry by  Landlord.  Tenant,  at any time  during the term,
shall  permit  inspection  of the leased  premised  during  reasonable  hours by
Landlord or Landlord's agents or representatives for the purpose of ascertaining
the  condition of the leased  premises and in order that  Landlord may make such
repairs as may be required to be make by Landlord under the terms of this Lease.
Sixty  (60)  days  prior to the  expiration  of this  Lease,  Landlord  may post
suitable  notice on the leased premises that the same are "To Let" or "For Rent"
and may show the premises to prospective  tenants at reasonable times.  Landlord
shall not, however,  unnecessarily interfere with the use of the leased premises
by Tenant.

         10. Payment of Utilities. Tenant shall pay all charges for water, heat,
gas, electricity and other utilities used on the leased premises,  including any
which are separately metered and billed to Tenant by utility companies.

         11. Payment of Taxes and Other Assessments.  Tenant shall pay all taxes
and assessments, license fees and charges during the term of this Lease.

         12.  Assignment and Subletting.  Any interest herein may be assigned or
transferred  by Tenant  whether  voluntarily or by operation of law, and part or
all of the leased  premises  may be sublet by Tenant  without the prior  written
consent of Landlord.

         13. Damage or  Destruction.  If the leased premises or any part thereof
shall be damaged or destroyed by fire or other casualty, Landlord shall promptly
repair all such  damage and  restore the  demised  premises  without  expense to
Tenant,  subject to delays due to adjustments of insurance  claims,  strikes and
other causes beyond  Landlord's  control.  If such damage or  destruction  shall
render the premises  untenantable  in whole or in part, the rent shall be abated
wholly  or  proportionately,  as the  case may be,  until  the  damage  shall be
repaired and the premises  restored,.  If the damage or destruction  shall be so
extensive as to require the substantial  rebuilding  (i.e.  expenditure of fifty
percent (50%) or more of  replacement  cost) of the building or buildings on the
leased premises, Landlord may elect to terminate this Lease by written notice to
Tenant  within  thirty  (30)  days  after  the  occurrence  of  such  damage  or
destruction.

         14.  Indemnity  and  Insurance.  Tenant  agrees to  indemnify  and hold
harmless  Landlord  from any and all claims,  loss or liability or any and every
kind and nature arising from the Tenant's use of the leased  premises during the
term thereof, and Tenant hereby waives all claims against Landlord for damage to
goods,  wares or  merchandise  or for injury to persons in and upon the premises
form any cause  whatsoever,  except such as might result from the  negligence of
the Landlord or  Landlord's  representatives  or from failure of the Landlord to
perform Landlord's  obligations hereunder within a reasonable time after notice,
in writing, by Tenant requiring such performance by Landlord.

<PAGE>

         15.  Surrender  or  Premises.  Tenant  agrees to  surrender  the leased
premises at the expiration or sooner  termination of this Lease or any extension
thereof, in the same condition or as altered, pursuant to the provisions of this
Lease, ordinary wear, tear and damage by the elements expected.

         16.  Holdover.  Should Tenant hold over the leased premises or any part
thereof,  after  the  expiration  of the  term or terms  of this  Lease,  unless
otherwise  agreed in writing,  such holding over shall constitute a tenancy from
month-to-month  only, and Tenant shall pay, as monthly rental,  the same monthly
rent regularly due for the last month under this lease.  Rent is due the 1st day
of each month and a 10% late penalty is imposed on the 25th of each month.

         17.  Purchase  Option.  Landlord  hereby grants  Tenant an  irrevocable
option to purchase the premises.  The option  granted hereby shall be binding on
the parties,  their heirs and  assigns,  and legal  representatives.  Tenant may
exercise the Option at any time up to and including August 31, 2007.
         The option price for the premises  shall be eighty four thousand  eight
hundred thirteen and 05/100 dollars  ($84,813.05).  From this Option Price shall
be credited  any amounts owed by Landlord  under its purchase  contract for the
premises  as of the date  Tenant  exercises  the  Option.  Tenant  shall also be
credited against the Option Price for the amount of Landlord's purchase contract
principal  balance which is paid off (amortized) from the inception date of this
Lease until the date of the exercise of the Option.  Landlord shall be obligated
to make the payments  due under is purchase  contract in a timely  manner,  such
that is any  payments  are not made when due,  Tenant  shall  still be  credited
against the Option Price as if such payments were made on a timely manner.
         Upon exercise of the Option and payment of the Option  Price,  Landlord
shall  deliver to Tenant,  (I) a duly  executed and  acknowledged  warranty deed
conveying to Tenant the fee simple interest in all portions of the Premises that
consist of real property,  and all rights appurtenant  thereto,  (ii) a bill or
bills of sale,  or  assignments,  as the case  may be,  transferring  to  Tenant
Landlord's  entire  interests  in all  portions of the  Premises  consisting  of
personal  property,  and (iii)  any  other  documents  reasonably  necessary  to
transfer the entire Premises to Tenant. Landlord shall provide a policy of title
insurance covering the entire interest in the premises as of the exercise of the
Option. The costs of the title insurance shall be borne by Landlord.

         18. Quiet  Enjoyment.  If and so long as Tenant pays the rent and other
payments  required by this Lease and performs and observes all the covenants and
provisions  hereof,  Tenant shall  quietly enjoy the leased  premises,  subject,
however, to the terms of this Lease, and Landlord will warrant and defend Tenant
in the enjoyment and peaceful  possession of the leased premises  throughout the
term of this Lease.

         19.  Landlord  Liable  Only for  Negligence.  Except  where  caused  by
Landlord's affirmative act of negligence, Landlord shall not be liable to Tenant
for any act or  omission  or for any  failure of water  supply,  gas or electric
current;  or for any injury or damage to person or property  caused by others or
by gasoline,  oil, steam, gas or electricity or hurricane,  tornado, flood, wind
or similar storms or disturbances or water,  rain or snow which may leak or flow
from the street,  sewer,  gas mains,  or any subsurface area or from any part of
the building or buildings; or for any interference with light or air.

         20.  Waiver of  Covenants.  It is agreed that the waiving of any of the
covenants  of this  Lease  Agreements  by either  party  shall be limited to the
particular  instance and shall not be deemed to waive any other breaches of such
covenant or any other provision of this Lease.

         21.  Default.  If Tenant  shall  default in  fulfillment  of any of the
covenants and conditions  hereof,  except  default in payment of rent,  Landlord
may, at  Landlord's  option after  thirty (30) day prior notice to Tenant,  make
performance  for  Tenant  and for the  purposes  advance  such  amount as may be
necessary. Any amounts


<PAGE>

so advanced  or expenses  incurred or sum of money paid by landlord by reason of
the  failure of Tenant to comply with any  covenant,  agreement,  obligation  or
provision  of this Lease or in  defending  any action to which  Landlord  may be
subjected  by reason of any failure or default  under this Lease shall be deemed
to be  additional  rent for the leased  premises and shall be due and payable to
Landlord on demand.  Any such amount not paid on demand  shall bear  interest of
ten percent (10%) per annum from date of such demand. The receipt by Landlord of
any  installment of the fixed rent or of any additional rent hereunder shall not
be a waiver of any other rent then due.
         If Tenant shall make default in  fulfillment of any of the covenants or
condition  of this lease  (other than the  covenants  for the payment of rent or
other  amounts) and any such defaults shall continue for a period of ninety (90)
days after notice,  then Landlord  may, at its option,  terminate  this Lease by
giving Tenant notice of such termination and, thereupon, this Lease shall expire
as fully  and  completely  as if that  were the date  definitely  fixed  for the
expiration  of the  term of this  Lease,  and the  Tenant  shall  then  quit and
surrender the leased  premises.  If such default  cannot be remedied  within the
period  of  ninety  (90)  days by the use of  reasonable  diligence,  then  such
additional  time shall be granted as may be  necessary,  provided  Tenant  takes
immediate action on receipt of the notice and proceeds  diligently to remedy the
default.  Any such termination shall not relieve Tenant of its obligation to pay
damages.

         22. Default in Rent,  Insolvency of Tenant.  If Tenant shall default in
the payment of the rent reserved  hereunder,  or any part thereof,  or in making
any other payment herein provided for, and any such default shall continue for a
period of twenty (20) days, or if the leased  premises or any part thereof shall
be abandoned  or vacated,  or if Tenant  shall be  dispossessed  therefrom by or
under any  authority  other than  Landlord,  or if Tenant shall file a voluntary
petition in  bankruptcy,  or if Tenant  shall file a petition or  institute  any
proceeding  under any  solvency  or  bankruptcy  act (or any  amendment  thereto
hereafter made) seeking to effect its  reorganization  or a composition with its
creditors,  or if (in any  proceedings  based on the  insolvency  of  Tenant  or
relating to bankruptcy proceedings) a receiver or trustee shall be appointed for
Tenant or the leased premises and not be discharged  within ninety (90) days, or
if any proceeding shall be commenced for the reorganization of Tenant and be not
dismissed  within ninety (90) days, or if the leasehold  estate  credited hereby
shall be taken on  execution or by any process of law, or if Tenant shall admit,
in writing,  its inability to pay its obligations  generally as they become due,
then the Landlord may, at Landlord's option, terminate this Lease upon three (3)
days'  written  notice,  and  Landlord or  Landlord's  agents and  servants  may
immediately or at any time  thereafter  re-enter the leased  premises and remove
all  persons  and  property  therefrom  (by  legal  proceedings  or by  force or
otherwise)  without being liable to indictment,  prosecution or damage therefor.
Landlord  may,  in  addition to any other  remedy  provided by law or  permitted
herein,  at its option,  re-let said premises on behalf of Tenant,  applying any
monies  collected,  first,  to the payment of expenses of resuming or  obtaining
possession and,  second,  to the payment of costs of placing the leased premises
in rentable condition and, third, to the payment of rent due hereunder,  and any
other charges due to Landlord. Any surplus remaining thereafter shall be paid to
Tenant,  and Tenant shall remain liable for any deficiency in rental which shall
be paid upon  demand  therefor  to  Landlord.  In the event  either  party shall
enforce the terms of this Lease by written  notice,  by suit or  otherwise,  the
party at fault shall pay the cost and expense  thereof,  including a  reasonable
attorney's fee. Tenant agrees that the terms of this Lease are sufficient notice
of payments to be make and that no other notice is required.  Tenant also agrees
that Landlord shall have a lien on Tenant's personal property on the premises in
the event of any  default by Tenant,  and Tenant  shall not remove any  personal
property while any default exists.

         23.  Failure to  Perform  Covenant.  Any  failure on the part of either
party to this Lease to perform any obligation hereunder,  and any delay in doing
any act required hereby,  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 failing  to  perform,  to the extent and for the period
that such cause continues, save and except the provisions

<PAGE>

of this  paragraph  shall not  excuse a  non-payment  or rent and other sums due
hereunder.

         24. Rights of  Successors  and Assigns.  The  covenants and  agreements
contained  in this Lease shall  inure to the benefit of and be binding  upon the
parties  hereto and upon  their  respective  successors  in  interest  and legal
representatives, except as expressly otherwise hereinbefore provided.

         25. Time. Time is of the essence of this Lease and every term, covenant
and conditions herein contained.

         26.  Liens.  Tenant  agrees not to permit any lien for monies  owing by
Tenant to arise against the leased premises. Should such lien be filed, Landlord
may,  at  Landlord's  option  (but  without  any  obligation  so to do),  pay or
discharge any lien and may likewise pay and discharge any taxes,  assessments or
other charges against the leased premises which Tenant is obligated hereunder to
pay and  which may or might  become a lien on said  premises.  Tenant  agrees to
repay any sums so paid by the  Landlord  upon  demand  therefor,  together  with
interest  at the rate of twelve  percent  (12%) per annum from the date any such
payment is made.

         27. Condemnation. If the whole of the premises is taken by condemnation
proceedings,  this Lease shall terminate on the date of the transfer of title in
such  proceedings.  If only part of the premises is taken by condemnation,  this
Lease shall continue in effect as to the remainder of the premises,  except that
the minimum rent shall be reduced  proportionately,  provided,  however, that if
the  amount of space  not  taken is  insufficient  to allow  Tenant to  continue
Tenant's  use, then in such case this Lease shall  terminate.  Tenant waives all
claims to any portion of the condemnation amount awarded for such taking.

         28.  Notices.  Any notice  required or permitted to be given  hereunder
shall be deemed  sufficient if given by a  communication  in writing,  by United
States mail, postage prepaid and registered and addressed as follows:

                  LANDLORD:   Richard Surber
                              268 West 400 South, Suite #300,
                              Salt Lake City, Utah 84101

                  TENANT:     Canton Financial Services Corporation
                              268 West 400 South, Suite #300
                              Salt Lake City, Utah   84101

         IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the day and year first above written.

                              LANDLORD:
                              Richard Surber


                             /s/ Richard Surber

                             TENANT: Canton Financial Services Corporation

                             By:  /s/ Wayne Newton
                             Its: Agent 
