MASTER LEASE AGREEMENT


     THIS  MASTER  LEASE  AGREEMENT  (the  "Lease") is made as of the 4th day of
September,  1996 between CCA FINANCIAL,  INC., a Virginia  corporation  with its
principal office at 8080 AMF Drive, Richmond,  Virginia,  23111 ("Lessor"),  and
LANCER PARTNERSHIP, LTD a Texas Limited Partnership with its principal office at
6655 Lancer Boulevard, San Antonio, Texas, 78219 ("Lessee").

     1. DEFINITIONS:  (a)The "Equipment" means the equipment, machines, devices,
features,  and other items listed in each  Schedule  hereto  attached and hereby
made a part hereof.

     (b) The "Manufacturer" means the manufacturer or vendor of the Equipment as
shown in a Schedule.

     (c) The "Commencement Date" means with respect to each Schedule,  where the
beginning  date for Basic Rental (as defined in paragraph 4 hereof) is the first
day of a month,  that date,  and in any other  case,  the first day of the month
following the beginning date for Basic Rental.

     (d) The "Installation  Date" means, for the Equipment being installed,  the
date that (i) the Equipment is installed as specified by  Manufacturer,  or (ii)
the  Equipment  is  delivered  to Lessee if Lessee  fails to  provide a suitable
installation  environment or elects to delay installation.  At Lessor's request,
Lessee shall execute a Certificate  of  Installation  and  Acceptance  verifying
Lessee's acceptance of the Equipment as of the Installation Date.

     2. LEASE:  Lessor agrees to lease to Lessee and Lessee agrees to lease from
Lessor in accordance  with the terms and  conditions  of this Master Lease,  the
Equipment  identified  in the  Schedules  which  are or may from time to time be
executed  pursuant to this Master Lease.  Each  Schedule  shall  incorporate  by
reference all terms and conditions of this Master Lease together with such other
terms or amendments  which may be specified in the Schedule.  Together with this
Master Lease,  each Schedule shall  individually  constitute the lease ("Lease")
for the Equipment specified in the Schedule.  A Lease shall not become effective
until the Schedule is executed by Lessee and Lessor.

     3. TERM OF LEASE:  (a) The term of this Master Lease shall  commence on the
date set forth  above and shall  continue  in effect  thereafter  so long as any
Schedule  entered  into  pursuant to this Master  Lease  remains in effect.  The
initial term for each Schedule shall commence on the Commencement Date and shall
continue  for the  number of full  months  set forth in the  Schedule  ("Initial
Term").  Notice of Lessee's  termination  of each Schedule  shall be provided to
Lessor in  writing  at least  three (3) months  prior to the  expiration  of the
Initial Term of the Schedule.  In the event that Lessee's  written notice is not
received by Lessor as  prescribed  herein,  the term of the Lease related to the
Schedule  shall be  extended  for  continuous  and  consecutive  three (3) month
periods at the then existing Basic Rental, with receipt of notice of termination
required  at least  three (3)  months  prior to  termination.  (b) Any notice of
termination  given by Lessee may not be revoked  without the written  consent of
Lessor.

     4.  RENTAL:  (a) The  minimum  monthly  rental  (herein  called  the "Basic
Rental")  payable  by  Lessee  to  Lessor  or its  assigns  is set forth in each
Schedule. Basic Rental shall begin on the Installation Date and shall be due and
payable by Lessee to Lessor in advance on or before the first day of each month.
If the  beginning  date for  Basic  Rental  does not fall on the  first day of a
month,  the first payment for the partial month will be prorated on the basis of
a 30-day month and will be due and payable on the  beginning  date for rent.  In
the event  Lessee  does not timely  make any  payment  of Basic  Rental or other
monies due hereunder,  Lessee shall be liable to Lessor for a stipulated  damage
amount  equal to 18% per annum of the amount of said  payment and shall pay said
amount immediately to Lessor.

     (b) In addition to the Basic  Rental,  Lessee shall pay to Lessor an amount
equal to all taxes, if any, paid, payable or required to be collected by Lessor,
however  designated,  which are levied or based on this  transaction,  the Basic
Rental,  this Lease,  and/or the Equipment or its use, lease,  sale,  operation,
control  or  value,  including,  without  limitation,  state  and  local  sales,
privilege,  business license or excise taxes based on gross revenue,  or amounts
in lieu  thereof  paid or payable by Lessor in  respect  of the  foregoing,  but
excluding only federal and state income taxes.  Personal property taxes, if any,
on the Equipment shall be filed with the  appropriate  authorities by Lessee and
paid by Lessee. Lessee shall give Lessor written evidence of payment of personal
property taxes within fifteen days of the due date. Except for personal property
taxes,  all taxes shall be  invoiced  by Lessor to Lessee  unless such taxes are
invoiced  directly to Lessee by the appropriate  taxing  authorities.  If Lessee
makes timely  payment to Lessor or directly to any taxing  authority  within the
time  provided by the  authority for the payment of such taxes then Lessee shall
not be liable for any  penalties or interest in respect of the taxes.  If Lessee
does not make timely  payments  to Lessor or  directly  to the taxing  authority
within the time provided by the  authority  for the payment of such taxes,  then
Lessee shall be liable for any  penalties,  interest or other charges in respect
of the taxes.  Notwithstanding  anything hereinabove to the contrary, so long as
Lessee is not in default hereunder,  Lessee shall not be obligated by this Lease
to pay any tax,  levy or assessment in respect of this Lease or the Equipment so
long as Lessee,  in good faith,  shall contest  actively the validity thereof by
appropriate  legal  proceedings.  Lessee  agrees  that if such a  proceeding  is
instituted, upon the final decision therein, or upon the discontinuance thereof,
Lessee will forthwith pay such taxes, levies or assessments as are determined to
be owing,  together  with all costs,  interest and penalties and all damages and
costs,  including all  attorneys'  fees  reasonably  incurred,  which Lessor may
sustain in  consequence of the  non-payment of the taxes,  levies or assessments
when due.  Subject  to the  foregoing,  Lessee  may  contest  any such  taxes in
Lessor's name, and Lessor agrees,  upon written  request and at the sole expense
of Lessee, to cooperate with Lessee in the prosecution of any such contest.

     5. USE OF EQUIPMENT: (a) Lessee warrants and represents that all use of the
Equipment  and all  components  and any other  equipment  used in any  manner in
connection  with  the  operation  and  use  of  the  Equipment  shall  meet  the
specifications of Manufacturer.  Specifications shall include but not be limited
to Manufacturer's warranty and required or recommended maintenance program.

     (b) Lessee  shall be  entitled  to full time use of the  Equipment  without
extra charge by Lessor.

     (c) Lessee shall keep the Equipment at all times in its sole possession and
control.  The Equipment  shall not be moved from the location stated in Schedule
"A" without the prior written  consent of Lessor.

     (d)  Provided  Lessee  is not in  default  under  this  Master  Lease and a
Schedule,  Lessee  shall  notify  Lessor that it desires to add  upgrades to the
Equipment  no  less  than  forty-five  (45)  days  before  the  desired  date of
installation stating when and what upgrades Lessee intends to obtain. Within ten
(10)  business  days after  Lessor  receives  that notice  Lessor may offer such
upgrades  (the  "Offer")  to Lessee.  Lessee may accept this offer or seek other
bona fide  offers  from  third  parties,  the  credit of which  shall  have been
approved by Lessor in its sole  discretion  ("Third Party Offer").  Lessee shall
notify Lessor of any more favorable  Third Party Offer.  Lessee shall obtain the
upgrade from Lessor if Lessor at least matches the Third Party Offer within five
(5) business  days after  Lessor's  receipt of Lessee's  notice.  If that Lessee
leases upgrades from Lessor,  their lease shall be under a Schedule the terms of
which,  other than the Initial Term Acceptance Date and Rent,  shall be the same
as these applicable to the Equipment to which the upgrades relate.

     All  upgrades  must  qualify  for  a  manufacturer's   maintenance  and  be
maintained in accordance  with Section 6 of this Master Lease. At the end of the
Lease Term, Lessee shall remove all upgrades which are readily removable without
causing  material  damage or impairment  of the intended  function or use of the
Equipment.  Upgrades  which  are not so  removable  shall  become  the  Lessor's
property  (lien free) at the  termination  of the Lease.

     (e) Lessee agrees that other than  replacements and repairs any alteration,
attachment  or  addition  to the  Equipment  shall be capable  of being  removed
without  material  damage  to or  reduction  in the value or  impairment  of the
capability or efficiency of, the Equipment,  and that no alteration,  attachment
or addition shall reduce the value or impair the  capabilities  or efficiency of
the Equipment. Other than replacements or repairs, any alteration, attachment or
addition  shall be made at  Lessee's  expense  and  absent a  default  by Lessee
hereunder,  shall be the property of Lessee.  Any item of the Equipment replaced
or substituted in connection with the  alteration,  attachment or addition shall
remain the  property of Lessor and shall be restored to the  Equipment in proper
working order upon the termination of this Lease at Lessee's expense.

     6. MAINTENANCE AND REPAIRS: (a) At all times during the continuance of this
Lease,  at its  expense,  Lessee shall  maintain and keep the  Equipment in good
working order, repair and condition and make all necessary adjustments, repairs,
and  replacements and shall use and require the Equipment to be used in a manner
consistent with the Manufacturer's warranty and maintenance program.

     (b) Without  limiting the generality of the foregoing,  at its own expense,
effective  upon  expiration  of the  Manufacturer's  warranty on the  Equipment,
Lessee  shall enter into and  maintain  in force a  maintenance  agreement  with
Manufacturer  or, with prior written  consent of Lessor and Secured Party,  such
other vendor as may be acceptable to  manufacturer,  covering the maintenance of
the Equipment  (hereinafter  referred to as the "maintenance  program"),  Lessee
shall pay the specified monthly  maintenance  charge and other costs required in
the  Maintenance  Program.  Lessee shall furnish  Lessor an executed copy of the
maintenance  program.  Lessor  shall  have no  responsibilities  or  obligations
whatsoever  with respect to the condition,  operation,  maintenance or repair of
the Equipment.

     7. REDELIVERY OF EQUIPMENT TO LESSOR: At the termination of a Lease, Lessee
shall  deliver  possession  of the  Equipment to Lessor in  accordance  with the
following procedures:

     (a) At the  termination  of a Lease,  Lessee shall return the  Equipment to
Lessor in the same operating order,  repair,  condition and appearance as on the
date of the commencement of such Lease,  reasonable wear and tear excepted,  and
Lessee  shall  arrange  and pay for such  repairs and  replacements  required by
Manufacturer to accept the Equipment  under its maintenance  program at its then
standard rates.

     (b) At the  end  of the  last  business  day of a  Lease,  and at its  sole
expense,  Lessee shall tender the Equipment packed and crated by Manufacturer or
by  a  carrier  acceptable  to  Manufacturer  in a  manner  suitable  for  truck
transportation  and at a loading dock for trucks of the manner normally used for
transportation  of  electronic  equipment  at the then  present  location of the
Equipment.  If the  Equipment  is not ready for such  removal  by the end of the
first business day following the termination of the Lease,  then Lessee shall be
liable to Lessor for one and one half  days' rent for each day during  which the
Equipment is not so tendered for removal.

     (c)  Lessee  shall  be  solely  responsible  and  shall  pay  directly  all
transportation,    insurance,    rigging,   drayage,   packing,    installation,
deinstallation,  disconnection charges and other items of a like nature incurred
in connection with this Master Lease, including without limitation any costs and
expenses incurred in respect of delivering the Equipment to Lessor's  designated
destination,  and insurance on the Equipment in route,  upon  termination of any
Lease or this Master Lease.

     8. OWNERSHIP AND  INSPECTION:  (a) The Equipment  shall at all times remain
the property of Lessor and be and remain personal property  notwithstanding  the
manner in which it may be attached or affixed to realty, Lessee acknowledges and
agrees that it has not, and by the execution of this Master  Lease,  it does not
have or obtain, and by payments and performance hereunder,  it does not and will
not have or obtain any title to the Equipment. Lessee will affix tags, decals or
plates to the Equipment showing Lessor's ownership,  which type of tag, decal or
plate and location may be specified by Lessor, and Lessee shall not permit their
removal or  concealment.

     (b) Lessor or its agent  shall  have free  access to the  Equipment  during
normal  business  hours for the purpose of inspection  and for any other purpose
contemplated in this Lease.

     (c) Lessee shall  immediately  notify Lessor of all details  concerning any
claim of damage or loss  arising out of the use,  manufacturer,  functioning  or
operation of the  Equipment.

     (d)  Lessee  shall  keep  the  Equipment  free  and  clear  of  all  liens,
encumbrances and claims of any kind and nature.

     9. INSURANCE, RISK OF LOSS, DAMAGE OR DESTRUCTION: Lessee assumes and shall
bear the entire risk of partial or complete  loss,  damage  theft,  destruction,
condemnation,  requisition or taking by eminent domain or other  interruption or
termination of use of the Equipment  from any cause,  whether or not through any
fault of  Lessee,  from the date on which the  Equipment  is  shipped  until the
Equipment is returned to and received by Lessor (the  "Possession  Period") from
the Manufacturer, Supplier, or Lessor, as applicable.

     If any Equipment is damaged and is capable of being repaired,  Lessee shall
promptly  notify  Lessor in writing  and within  sixty (60) days of such  damage
shall at its sole expense make any repairs  necessary to return the Equipment to
its  previous  condition.  Provided  Lessee is not in default  under this Master
Lease or any Schedule and has paid in full for the repairs  (which repairs shall
be deemed  accessions to the Equipment)  Lessee shall be entitled to receive any
insurance  proceeds  received by Lessor or any Assignee in connection  with such
damage. If Lessee has not paid in full for the repairs,  any insurance  proceeds
shall be first applied to pay for such repairs.

     In the event that any  Equipment is taken or  condemned  by a  governmental
authority,  destroyed, damaged beyond repair, lost, or stolen ("Event of Loss"),
Lessee must  promptly  notify  Lessor and  Assignee in writing and Lessee  shall
elect either to (i) pay to Lessor or  Assignee,  as the case may be, on the next
Basic Rental  payment date  following the Event of Loss, an amount equal to: (a)
the  estimated  full  replacement  value of the  Equipment  as of the end of the
Initial  Term  discounted  by the  Prime  Rate as  reported  by the Wall  Street
Journal,  plus (b) all Basic Rental  accrued on such Equipment up to the date of
payment,  plus (c) all unpaid rent allocated to such item for the balance of the
Lease discounted at the Prime Rate as reported by the Wall Street Journal on the
Acceptance  Date as defined in the  Schedule of such item  (together  (a)(b)(c),
"Casualty Value") and upon payment in full,  Lessee's obligation to pay rent for
the  Equipment  shall  cease;  or (ii)  continue  all rent  payments  under  the
applicable  Schedule,  without  interruption,  and replace the damaged Equipment
with  Equipment  of  equal  or  superior,   model,   manufacture  and  condition
("Replacement  Equipment")  as soon as  practicable  after the occurrence of the
Event of Loss. Lessee shall cause the Replacement Equipment to be delivered to a
location  acceptable  to  Lessor  and  shall  convey  title  (lien  free) to the
Replacement  Equipment  to Lessor  where upon the  Replacement  Equipment  shall
become  subject to all of the terms and  conditions of this Master Lease and the
applicable  Schedule.  Provided Lessee is not in default under this Master Lease
and any Schedule and has paid in full the Casualty Value or has paid in full for
the  Replacement  Equipment,  Lessee shall be entitled to receive any  insurance
proceeds  or other  recovery  received  by Lessor or any  Assignee  of Lessor in
connection with such Event of Loss.

     If  Lessee  elects to  replace  the  Equipment,  Lessee  shall  immediately
reimburse  Lessor in an amount  reasonably  determined  by Lessor to make Lessor
whole on an after tax basis for any loss, recapture or unavailability of any tax
credit and/or deduction.

     At all times  during  the  Possession  Period,  Lessee  shall,  at its sole
expense,  carry:  (i) all-risk  property damage  insurance in an amount not less
than  the  Casualty  Value  for the  Equipment  and (ii)  comprehensive  general
liability insurance in an amount not less than one million dollars ($1,000,000).
Each such policy shall (i) name Lessor and any Assignee as  additional  insureds
and loss payees as their interests may appear; (ii) provide that such policy may
not be cancelled or altered  without thirty (30) days prior notice to Lessor and
Assignee;  and (iii) provide that the interests of Lessor and Assignee  shall be
insured  regardless  of the  breach or  violation  by Lessee of any  warranties,
declarations  or conditions  contained in such  policies.  Lessee shall promptly
provide Lessor with original  signed  certificates  of insurance.  Upon Lessor's
written consent,  Lessee may act as a self-insurer and shall provide a letter to
Lessor so stating.

     10.  WARRANTIES:  (a)At the written  request and expense of Lessee,  Lessor
shall  assign to Lessee any  warranty  rights  which Lessor shall be entitled to
enforce against  Manufacturer  in respect of the Equipment.

     (b) LESSOR MAKES NO  REPRESENTATIONS  OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED,  INCLUDING  BUT NOT LIMITED TO THOSE WITH  RESPECT TO THE  CONDITION OR
PERFORMANCE OF THE EQUIPMENT,  ITS  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR
PURPOSE,  OR WITH  RESPECT  TO PATENT  INFRINGEMENT  OR THE LIKE.  LESSOR IS NOT
RESPONSIBLE  FOR  ANY  REPAIRS,  SERVICE  OR  DEFECTS  IN THE  EQUIPMENT  OR THE
OPERATION THEREOF.  Lessor shall have no liability to Lessee for any claim, loss
or damage of any kind or nature  whatsoever and there shall not be any abatement
of rent for any reason,  including  without  limitation any arising out of or in
connection  with (i) the  deficiency  or  inadequacy  of the  Equipment  for any
purpose,  (ii) any  deficiency  or  defect  in the  Equipment,  (iii) the use or
performance of the Equipment, (iv) any interruption or loss of service or use of
the  Equipment  or (v) any loss of  business  or other loss or  damage,  direct,
consequential or otherwise,  whether or not resulting from any of the foregoing.
Lessee will defend,  protect,  indemnify  and hold Lessor and any Secured  Party
harmless  against  any and  all  losses,  damages,  injuries,  claims,  demands,
liabilities,  costs, and expenses including reasonable  attorney's fees, arising
out  of or in  connection  with  the  design,  manufacture,  installation,  use,
condition,   possession   or  operation   of  the   Equipment.   The   foregoing
indemnification shall not apply in the event such claims,  demands,  liabilities
or costs  are the  direct  cause of the  willful  fault or gross  negligence  of
Lessor.  The  indemnities  and  assumptions  of  liabilities  contained  in this
paragraph 10 (b) shall  continue in full force and effect after the  termination
of any Lease,  whether by time or  otherwise.  At its own  expense,  Lessee will
maintain adequate and complete public liability insurance to cover its liability
with  respect  to  the  design,  manufacture,  possession  or  operation  of the
Equipment  and the premises at which the  Equipment  is located,  and shall name
Lessor and any Secured Party as additional  insureds under such public liability
policy or policies.

     11. SECURITY  INTEREST AND/OR  ASSIGNABILITY:  At any time and from time to
time,  Lessor  may  assign the rents and other sums at any time due or to become
due or at any time owing or payable by Lessee to Lessor  under any Lease or this
Master  Lease.  Any  assignment  shall be in respect of any Lease or this Master
Lease  and/or  the rents and other  sums due and to become due in respect of the
Equipment,  and  may be  either  absolute  or as  collateral  security  for  any
obligation  of Lessor.  Any  assignment  shall not be  binding  on Lessee  until
written  notice has been given to Lessee by Lessor or by any assignee as Secured
Party.  From and after the receipt by Lessee of written notice (i) Secured Party
shall not be obligated to perform any duty, covenant or condition required to be
performed by Lessor under any Lease or this Master  Lease,  but on the contrary,
Lessee,  by its execution hereof,  acknowledges and agrees that  notwithstanding
any such  assignment,  all such duties,  covenants or conditions  required to be
performed by Lessor shall  survive any such  assignment  and shall be and remain
the sole liability of Lessor and of every person, firm or corporation succeeding
(by  merger,  consolidation,   purchase  of  assets  or  otherwise)  to  all  or
substantially all of the business assets or goodwill of Lessor. Without limiting
the foregoing, Lessee further acknowledges and agrees that the rights of Secured
Party in and to the sums payable by Lessee under this Lease (including,  without
limitation,  Basic  Rental  and  Casualty  Value)  shall not be  subject  to any
abatement  whatsoever,  and  shall  not be  subject  to any  defense,  set-offs,
counterclaim or recoupment  whatsoever whether by reason of failure of or defect
in Lessor's  title or any  failure of Lessor to perform  any of its  obligations
hereunder or any  interruption  from whatsoever  cause in the use,  operation or
possession  of the  Equipment  or any part  thereof  or any damage to or loss or
destruction  of the  Equipment  or any part  thereof  or by  reason of any other
indebtedness or liability,  howsoever and whenever arising,  of Lessor to Lessee
or to any other person, firm or corporation or to any governmental  authority or
for  any  cause  whatsoever.  It is the  intent  hereof  that  Lessee  shall  be
unconditionally and absolutely  obligated to pay Secured Party all of the rents,
Casualty Value and other sums which are the subject matter of the assignment and
that Secured Party shall have the sole right to exercise all rights,  privileges
and  remedies  (either  in its own name or in the name of Lessor for the use and
benefit of Secured  Party)  which by the terms of any Lease or this Master Lease
or by applicable law are permitted or provided to be exercised by Lessor.

     12. RIGHT TO QUIET ENJOYMENT: So long as the Lessee shall not be in default
hereunder,  Lessee  shall  have  the  right to  quiet  enjoyment  and use of the
Equipment.

     13.  REMEDIES:  If Lessee  shall  default (i) in the payment of any rent or
other  monies  herein  reserved;  or  (ii) in  performing  any of the  terms  or
provisions  of this  Lease and fails to cure such  default  within ten (10) days
after  receipt from Lessor and/or  Secured Party of written  notice to Lessee of
the default; or (iii) if any representation or warranty made by Lessee herein or
in any document or certificate  furnished  Lessor or Secured Party in connection
herewith  or pursuant  hereto  shall  prove to be  incorrect  at any time in any
material respect,  so long as Lessee has been given five (5) days notice of said
incorrect  representation  or  warranty;  or (iv)  if a  temporary  receiver  is
appointed  for Lessee's  property and the receiver is not removed  within thirty
(30) days  after  appointment,  or if a  permanent  receiver  is  appointed  for
Lessee's  property;  or if, whether  voluntarily or involuntarily,  Lessee takes
advantage  of or seeks to take  advantage  of any  debtor  relief or  bankruptcy
proceedings  under any present or future law; of if Lessee  makes an  assignment
for  benefit of  creditors;  or if Lessee  shall be declared  bankrupt,  whether
voluntarily or involuntarily;  or (v) if an order, judgment or decree of a court
or agency or supervisory  authority having  jurisdiction in the premises for the
appointment  of a  conservator  or receiver  or  liquidator  in any  insolvency,
readjustment of debt, marshaling of assets or liabilities or similar proceedings
of or relating to Lessee or of or relating to all or any substantial part of its
property,  or the  winding up or  liquidation  of its  affairs,  shall have been
entered  against  Lessee,  and such decree or order shall have remained in force
undischarged  or  unstayed  for a  period  of (30)  days  from the date of entry
thereof;  or (vi) if the  rights,  privileges  or  franchises  of  Lessee  to do
business shall be declared forfeited by any governmental  authority or any court
of  competent  jurisdiction  and not  restored or the order,  decree or judgment
related thereto  effectively  stayed by appropriate  proceedings  within 30 days
thereafter;  then upon  occurrence  of any such event,  Lessor may at its option
declare this Lease to be in default and may do one or more of the following with
respect to any or all  Equipment as Lessor in its sole  discretion  shall elect:
(a) cause Lessee to (and Lessee  agrees that it will),  upon  written  demand of
Lessor and at  Lessee's  expense,  promptly  return the  Equipment  to Lessor in
accordance  with all of the terms of  paragraph  7  hereof,  or  Lessor,  at its
option,  may  enter  upon the  premises  where  Equipment  is  located  and take
immediate possession of and remove the same, all without liability to Lessor for
damage to  property  or  otherwise;  and/or  (b) sell or lease any or all of the
Equipment  at  public  or  private  sale,  with or  without  notice to Lessee or
advertisement,  or  otherwise  dispose of, hold,  use,  operate or keep idle the
Equipment,  all as Lessor in its sole  discretion may determine and all free and
clear of any rights of Lessee and without any duty to account to Lessee for such
action or inaction  or for any  proceeds  with  respect  thereto;  and/or (c) by
written  notice to Lessee,  cause Lessee to (and Lessee agrees that it will) pay
to Lessor (as liquidated  damages for loss of a bargain and not as a penalty) on
the date specified in such notice the greater of the following  amounts:  (x) an
amount  equal to the present  worth of all unpaid  Basic  Rentals,  such present
worth to be computed on the basis of a four percent (4%) per annum discount from
the respective dates of such rental payment,  which absent a default, would have
been payable  hereunder for the full term hereof (plus interest  accrued thereon
at the rate of 18% per annum from said date to the date of actual payment), plus
any other monies due or accrued  hereunder up to date of actual payment,  or (y)
the then Fair Market Value,  determined by an independent  appraiser selected by
Lessor with the  appraisal to be binding upon both Lessor and Lessee  and/or (d)
Lessor may exercise  any other  rights or remedies  which may be available to it
under the  Uniform  Commercial  Code or any other  applicable  law or proceed by
appropriate  court action to enforce the terms hereof or to recover  damages for
the  breach  hereof or to  rescind  this  Lease as to any or all  Equipment.  In
addition,  Lessee  shall  continue to be liable for all  indemnities  under this
Lease,  and for all legal fees and other costs and expenses  resulting  from the
foregoing  defaults  or the  exercise of Lessor's  remedies,  including  without
limitation  placing any  Equipment  in the  condition  required  by  paragraph 7
hereof.  No right or remedy  referred  to in this  paragraph  is  intended to be
exclusive,  but each shall be  cumulative  and in addition to any other right or
remedy  referred to above or otherwise  available to Lessor at law or in equity.
No express or implied waiver by Lessor of any default shall  constitute a waiver
of any other  default by Lessee or a waiver of any Lessor's  rights or remedies.
To the extent  permitted by applicable  law, Lessee hereby waives any rights now
or hereafter conferred by statute or otherwise which may require Lessor to sell,
lease or  otherwise  use or deal with any  Equipment in  mitigation  of Lessor's
damages as set forth in this  paragraph or which may  otherwise  limit or modify
any of the Lessor's rights or remedies under this paragraph.

     14.  SUBLEASE AND  ASSIGNMENT:  Lessee may sublease the Equipment or assign
its rights under any Lease or this Master Lease,  in whole or in part, only with
the prior  written  consent of Lessor and any Secured  Party.  In any such case,
Lessee shall  nevertheless  remain fully liable hereunder and, in requesting the
prior  written  consent,  shall  provide  copies of any sublease or  assignment,
together with all related documents, to Lessor and Secured Party.

     15.  GENERAL:  (a) In any case  where the  consent or  approval  of Lessor,
Lessee, and/or Secured Party is required to be obtained under this Master Lease,
such consent or approval will not be unreasonably  withheld.  No such consent or
approval  shall be valid  unless it shall be in writing.

     (b) This Master  Lease shall  become  binding  when  executed by Lessee and
delivered  to Lessor in Hanover  County,  Virginia.  This Master  Lease shall be
governed in all respects by the laws of  Commonwealth  of  Virginia.  Lessee and
Lessor  agree that this  Master  Lease and the rights  and  remedies  of Lessee,
Lessor and any Secured Party shall be governed and enforced in  accordance  with
the laws of the  Commonwealth  of  Virginia.

     (c) All  notices,  instructions  or consents  which  should or may be given
hereunder  shall be in writing and shall be deemed given and  received  upon the
sooner of (i) the day on which  delivered  to such  party,  (ii) within two days
after deposit in the United States Mail, postage prepaid,  if sent by registered
or certified mail, return receipt requested, or (iii) if sent by Federal Express
or  comparable  overnight  delivery  service  on the day  after the day on which
deposited with such carrier, addressed to the respective party at its respective
address as set forth herein or to such other  addresses as such party shall have
designated by notice given pursuant to this subparagraph.  To be effective,  all
such notices to Lessor shall be given at the same time and in the same manner to
CCA Financial Services, Inc., 6800 Paragon Place, Suite 510, Richmond, Virginia,
23230,  and to any Secured  Party.

     (d) This Master Lease sets forth in full the agreement  between  Lessor and
Lessee.  Any titles or captions  contained herein are for convenience  only, and
shall not be deemed to be part of the context.  Neither party has nor shall rely
upon any statement or representation  not herein set forth, nor may the Lease be
changed, or in any manner modified, except by further written agreement executed
by Lessor and Lessee,  and Secured Party where  necessary.  It is further agreed
that  the  foregoing  Lease  supersedes  any and all  prior  understandings  and
agreements  relating to the Equipment or the Master Lease.

     (e) Any provision of this Master Lease which is prohibited or unenforceable
in any jurisdiction  shall be as to such jurisdiction  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions   hereof,   and  any  such  prohibition  or   enforceability  in  any
jurisdiction shall not invalidate or render unenforceable such provisions in any
other  jurisdiction.

     (f) No omission or delay by Lessor or Secured  Party at any time to enforce
any right or  remedy  reserved  on it or to  require  performance  of any of the
terms, covenants or provisions hereof by Lessee at any time designated, shall be
a waiver  of any such  right or  remedy  to which  Lessor  or  Secured  Party is
entitled, nor shall it in any way affect the right of Lessor or Secured Party to
enforce such provisions  thereafter.

     (g) Lessee,  upon execution of this Master Lease, shall provide Lessor with
certified  resolutions and an opinion from Lessee's counsel  addressed to Lessor
or any Secured  Party with respect to the  representations  and  warranties  set
forth herein, and thereafter,  upon execution of each Schedule shall also supply
executed financing  statements and such other documents as Lessor may reasonably
request.

     (h) During  the term of this  Lease,  Lessee  agrees to deliver to Lessor a
copy of Lancer  Corporation's  annual audited financial statements and quarterly
interim financial  statements within a reasonable time after said statements are
available.

     (i) Lessee  acknowledges that Lessor has appointed CCA Financial  Services,
Inc.,  with its  principal  office at 6800 Paragon  Place,  Suite 510, P. O. Box
11390,  Richmond,  Virginia,  23230,  as its exclusive  collection and servicing
agent with respect to the  collection of amounts due under this Agreement and to
the  performance of the  obligations  of Lessor  hereunder.  Amounts  payable by
Lessee to Lessor shall be made payable to "CCA Financial, Inc." and delivered to
CCA  Financial  Services,  Inc. at the address set forth above unless  otherwise
directed by Secured Party.

     IN WITNESS  WHEREOF,  Lessor and Lessee have caused this Master Lease to be
executed in their respective names and behalves and attested by their respective
proper officers thereunto duly authorized.


                         Lessor:            CCA FINANCIAL, INC.

                         By:                /s/ R. Gregory Williams
                                            R. Gregory Williams
                                            President

                         Lessee:            LANCER PARTNERSHIP, LTD
                                            BY LANCER CAPITAL CORPORATION,
                                            GENERAL PARTNER

                         By:                /s/ John P. Herbots

                         Title:             Vice President