--------------------------------------------------------------------------------
       Wells Fargo Equipment Finance, Inc.                Equipment Master Lease
       Investors Building, Suite 300
       733 Marquette Avenue
       Minneapolis, MN 55479-2048

--------------------------------------------------------------------------------
                             Master Lease Number 41444 dated as of June 02, 1999
Name and Address of Lessee:
Medgrup Corporation
905 Bowstring Road
Monument, CO 80132

  Master Lease Provisions


     1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees
to lease from Lessor, the personal property described in a Supplement or
Supplements to this Master Lease from time to time signed by Lessor and Lessee
upon the terms and conditions set forth herein and in the related Supplement
(such property together with all replacements, repairs, and additions
incorporated therein or affixed thereto being referred to herein as the
"Equipment"). The lease of the items described in a particular Supplement shall
be considered a separate lease pursuant to the terms of the Master Lease and the
Supplement the same as if a single lease agreement containing such terms had
been executed converting such items.

     2. TERM. The term of this lease with respect to each item of Equipment
shall begin on the date it is accepted by Lessee and shall continue for the
number of consecutive months from the rent commencement date shown in the
related Supplement (the "initial term") unless earlier terminated as provided
herein or unless extended automatically as provided below in this paragraph. The
rent commencement date is the 15th day of the month in which all of the items of
Equipment described in the related Supplement have been delivered and accepted
by Lessee of if such delivery and acceptance is completed on or before the 15th
of such month, and the rent commencement date is the last day of such month if
such delivery and acceptance is completed during the balance of such month. In
the event Lessee executes the related Supplement prior to delivery and
acceptance of all items of Equipment described therein, Lessee agrees that the
rent commencement date may be left blank when Lessee executes the related
Supplement and hereby authorizes Lessor to insert the rent commencement date
based upon the date appearing on the delivery and acceptance certificate signed
by Lessee with respect to the last item of Equipment to be delivered.

     AUTOMATIC EXTENSION. Lessee or Lessor may terminate this lease at the
expiration of the initial term by giving the other at least 90 says prior
written notice of termination. If neither Lessee nor Lessor gives such notice,
then the term of this lease shall be extended automatically on the same rental
and other terms set forth herein (except that in any event rent during any
extended term shall be payable in the amounts and at the times provided in
paragraph 3) for successive periods of one month until terminated by either
Lessee or Lessor giving the other at least 90 days prior written notice of
termination.

<PAGE>


     3. RENT. Lessee shall pay as basic rent for the initial term of this lease
the amount shown in the related Supplement as Total Basic Rent. The Total Basic
Rent shall be payable in installments each in the amount of the basic rental
payment set forth in the related Supplement plus sales and use tax thereon.
Lessee shall pay advance installments and any security deposit, each as shown in
the related Supplement, on the date it is executed by Lessee. Subsequent
installments shall be payable on the first day of each rental payment period
shown in the related Supplement beginning after the first rental payment period;
provided, however, that Lessor and Lessee may agree to any other payment
schedule, including irregular payments of balloon payments, in which event they
shall be set forth in the space provided in the Supplement for additional
provisions. If the actual cost of the Equipment is more or less than the Total
Cost as shown in the Supplement, the amount of each installment of rent will be
adjusted up or down to provide the same yield to Lessor as would have been
obtained if the actual cost had been the same as the Total Cost. Adjustments of
10% or less may be made by written notice from Lessor to Lessee. Adjustments of
more than 10% shall be made by execution of an amendment to the Supplement
reflecting the change in Total Cost and rent.

     During any extended term of this lease, basic rent shall be payable monthly
in advance on the first day of each month during such extended term in the
amount equal to the basic rental payment set forth in the related Supplement if
rent is payable monthly during the initial term or in an amount equal to the
monthly equivalent of the basic rental payment set forth in the related
Supplement if rent is payable other than monthly during the initial term. In
addition, Lessee shall pay any applicable sales and use tax on rent payable
during any extended term.

     In addition to basic rent, which is payable only from the rent commencement
date as provided above, Lessee agrees to pay interim rent with respect to each
separate item of Equipment covered by a particular Supplement from the date it
is delivered and accepted to the rent commencement date at a daily rate equal to
the percentage of Lessor's cost of such item specified in such Supplement.
Interim rent accruing each calendar month shall be payable by the 10th day of
the following month and in any event on the rent commencement date. Lessee
agrees that if all of the items of Equipment covered by such Supplement have not
been delivered and accepted thereunder before the date specified as the Cutoff
Date in such Supplement, Lessee shall purchase from Lessor the items of
Equipment then subject to the lease within five days after Lessor's request to
do so for a price equal to Lessor's cost of such items plus all accrued but
unpaid interim rent thereon. Lessee shall also pay any applicable sales and use
tax on such sale.

     4. SECURITY DEPOSIT. Lessor may apply any security deposit toward any
obligation of Lessee under this lease, and shall return any unapplied balance to
Lessee without interest upon satisfaction of Lessee's obligations hereunder.

     5. WARRANTIES. Lessee agrees that it has selected each item of Equipment
based upon its own judgment and disclaims any reliance upon any statement or
representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO THE
EQUIPMENT, EXPRESS OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
EQUIPMENT. Lessee agrees to make the rental and other payments required
hereunder without regard to the condition of the Equipment and to look only to
persons other than Lessor such as the manufacturer, vendor or carrier thereof
should any item of Equipment for any reason be defective. So long as no Event of
Default has occurred and is continuing, Lessor agrees, to the extent they are
assignable, to assign to Lessee, without any recourse to Lessor, any warranty
received by Lessor.

<PAGE>


     6. TITLE. Title to the Equipment shall at all times remain in Lessor, and
Lessee at its expense shall protect and defend the title of Lessor and keep it
free of all claims and liens other than the rights of Lessee hereunder and
claims and liens created by or arising through Lessor. The Equipment shall
remain personal property regardless of its attachment to realty, and Lessee
agrees to take such action at its expense as may be necessary to prevent any
third party from acquiring any interest in the Equipment as a result of its
attachment to realty.

     7. LAWS AND TAXES. Lessee shall comply with all laws and regulations
relating to the Equipment and its use and shall promptly pay when due all sales,
use, property, excise and other taxes and all license and registration fees now
or hereafter imposed by any governmental body or agency upon the Equipment or
its use or the rentals hereunder. Upon request by Lessor, Lessee shall prepare
and file all tax returns relating to taxes for which Lessee is responsible
hereunder which Lessee is permitted to file under the laws of the applicable
taxing jurisdiction.

     8. INDEMNITY. Lessee hereby indemnifies Lessor against and agrees to save
Lessor harmless from any and all liability and expense arising out of the
ordering, ownership, use, condition, or operation of each item of Equipment
during the term of this lease, including liability for death or injury to
persons, damage to property, strict liability under the laws or judicial
decisions of any state or the United States, and legal expenses in defending any
claim brought to enforce any such liability or expense

     9. ASSIGNMENT. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE WILL NOT SELL
ASSIGN, SUBLET, PLEDGE, OR OTHERWISE ENCUMBER OR PERMIT A LIEN ARISING THROUGH
LESSEE TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE OR THE EQUIPMENT, or
remove the Equipment from its location referred to above. Lessor may assign its
interest in this lease and sell or grant a security interest in all or any part
of the Equipment without notice to or the consent of Lessee. Lessee agrees not
to assert against any assignee of Lessor any claim or defense Lessee may have
against Lessor.

     10. INSPECTION. Lessor may inspect the Equipment at any time and from time
to time during regular business hours.

     11. REPAIRS. Lessee will use the Equipment with due care and for the
purpose for which it is intended. Lessee will maintain the Equipment in good
repair, condition and working order and will furnish all parts and services
required therefor, all at its expense, ordinary wear and tear excepted. Lessee
shall, at its expense, make all modifications and improvements to the Equipment
required by law, and shall not make other modifications or improvements to the
Equipment without the prior written consent of Lessor. All parts, modifications
and improvements to the Equipment shall, when installed or made, immediately
become the property of Lessor and part of the Equipment for all purposes.

     12. LOSS OR DAMAGE. In the event any item of Equipment shall become lost,
stolen, destroyed, damaged beyond repair or rendered permanently unfit for use
for any reason, or in the event of condemnation or seizure of any item of
Equipment, Lessee shall promptly pay Lessor the sum of (a) the amount of all
rent and other amounts payable by Lessee hereunder with respect to such item due
but unpaid at the date of such payment plus (b) the amount of all unpaid rent
with respect to such item for the balance of the term of this lease not yet due
at the time of such payment discounted from the respective dates installment
payments would be due at the rate implicit in the schedule of rental payments
when applied to the cost of such item plus (c) 10% of the cost of such item as
shown in the related Supplement. Upon payment of such amount to Lessor, such
item shall become the property of Lessee, Lessor will transfer to Lessee,
without recourse or warranty, all of Lessor's right, title and interest therein,
the rent with respect to such item shall terminate, and the basic rental
payments on the remaining items shall be reduced accordingly. Lessee shall pay
any sales and use taxes due on such transfer. Any insurance or condemnation
proceeds received shall be credited to Lessee's obligation under this paragraph
and Lessor shall be entitled to any surplus.

<PAGE>


     13. INSURANCE. Lessee shall obtain and maintain on or with respect to the
Equipment at its own expense (a) liability insurance insuring against liability
for bodily injury and property damage with a minimum limit of $500,000 combined
single limit and (b) physical damage insurance insuring against loss or damage
to the Equipment in an amount not less than the full replacement value of the
Equipment. Lessee shall furnish Lessor with a certificate of insurance
evidencing the issuance of a policy or policies to Lessee in at least the
minimum amounts required herein naming Lessor as an additional insured
thereunder for the liability coverage and as loss payee for the property damage
coverage. Each such policy shall be in such form and with such insurers as may
be satisfactory to Lessor, and shall contain a

           THIS AGREEMENT INCLUDES THE TERMS ON THE BACK OF THIS PAGE

Lessor:  Wells Fargo Equipment Finance, Inc.   Medgrup Corporation, Lessee


--------------------------------------------------------------------------------
By                                             By


--------------------------------------------------------------------------------
Title                                          Title


<PAGE>

--------------------------------------------------------------------------------
           Wells Fargo Equipment Finance, Inc.        Supplement to Master Lease
           Investors Building, Suite 300                       Agreement of Sale
           733 Marquette Avenue
           Minneapolis, MN 55479-2048

--------------------------------------------------------------------------------

                   Supplement Number 41444-400 dated as of June 02, 1999 to
                   Master Lease Number 41444 dated as of June 02, 1999

Name and Address of Lessee:
Medgrup Corporation
905 Bowstring Road
Monument, CO 80132

--------------------------------------------------------------------------------

This Is a Supplement to the Master Lease identified above between Lessor and
Lessee (the "Master Lease"). Upon the execution and delivery by Lessor and
Lessee of this Supplement, Lessor hereby agrees to lease to Lessee, and Lessee
hereby agrees to lease from Lessor, the equipment described below upon the terms
and conditions of this Supplement and the Master Lease. All terms and conditions
of the Master Lease shall remain In full force and effect except to the extent
modified by this Supplement. This Supplement and the Master Lease as It relates
to this Supplement are hereinafter referred to as the "Lease".

Equipment Description:
See Schedule A


Equipment  Location: 905 Bowstring Road, Monument, 80132

--------------------------------------------------------------------------------
                            SUMMARY OF PAYMENT TERMS
--------------------------------------------------------------------------------
 Initial Term in Months:  36             Total Cost:  $88,918.93
--------------------------------------------------------------------------------
 Payment Frequency:  Monthly             Total Basic Rent:  $102,436.20
--------------------------------------------------------------------------------
 Basic Rental Payment.  $2,845
   plus applicable sales and use tax     Interim Rent Daily Rate:  .024
--------------------------------------------------------------------------------
 Number of Installments:  36             Interim Rent Cutoff Date:  July 1, 1999
--------------------------------------------------------------------------------
 Advance Payments.  First due on
   assigning this Lease                  Security Deposit:  N/A
--------------------------------------------------------------------------------

End of Term Agreement

1.   In addition to paying the Total Basic Rent when and as due under the Lease,
     Lessee agrees to pa y Lessor $1.00 on the expiration date of the initial
     term of the Lease (the "Final Purchase Payment").

2.   Upon receipt of the Total Basic Rent and the Final Purchase Payment by
     Lessor, the Equipment shall be deemed transferred to Lessee at its then
     location. Upon request by Lessee, Lessor will deliver a bill of sale
     transferring the Equipment to Lessees. Lessor hereby warrants that at the
     time of transfer the Equipment will be free of all security interests and
     other liens created by Lessor or in favor of persons claiming through
     Lessor. LESSOR MAKES NO OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT,
     EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF
     MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY
     FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE
     THE EQUIPMENT.

<PAGE>


3.   Failure to pay the Final Purchase Payment when due shall constitute an
     "Event of Default" under the Lease.

4.   Lessee agrees to pay all sales and use taxes arising on account of the sale
     of the Equipment to Lessee.

Lessor makes no representation with respect to the income tax consequences of
the transaction evidenced by this Lease. Lessor will treat the Lease as a sale
regardless of how the Lease is treated by Lessee.


Modification to Master Lease: To be consistent with this Supplement, the Master
Lease is amended as follows:

1.   The second paragraph of paragraph 2 entitled "Automatic Extension" is
     hereby deleted.

2.   The first sentence of paragraph 12 covering casualty to the Equipment is
     amended to read as follows:


           THIS AGREEMENT INCLUDES THE TERMS ON THE BACK OF THIS PAGE

Lessor:  Wells Fargo Equipment Finance, Inc.    Medgrup Corporation, Lessee


--------------------------------------------------------------------------------
By                                              By


--------------------------------------------------------------------------------
Title                                           Title


-----------------------------------------
Rent Commencement Date

<PAGE>


--------------------------------------------------------------------------------
          Wells Fargo Equipment Finance, Inc.                Pay Proceeds Letter
          693 17th Street, Third Floor
          Denver, CO  80202

--------------------------------------------------------------------------------






In reference to Contract Number 41444-400 dated as of June 2, 1999, Wells Fargo
Equipment Finance, Inc. is irrevocably instructed to disburse payment as
follows:

--------------------------------------------------------------------------------
Payee                                      Invoice Number           Amount
--------------------------------------------------------------------------------

Ricoh Corporation                          Various                 $16,701.00
Medgrup Corporation                        Reimbursement of        $69,628.06
                                           paid invoices
Colorado State Sales Tax                                            $2,589.87



TOTAL FINANCED                                                     $88,918.93



Dated: June 2,1999

Medgrup Corporation


By:
-------------------------------

Its:
-------------------------------

<PAGE>


     In the event any Item of Equipment shall become lost, stolen, destroyed,
     damaged beyond repair, or rendered permanently unfit for use for any
     reason, or in the event of condemnation or seizure of any item of
     Equipment, Lessee shall promptly pay Lessor an amount equal to Lessor's
     Loss as defined in paragraph 18 with respect to such item at the time of
     payment based on the proportion that the original cost of such item bears
     to the Total Cost of all items of equipment.

In addition, the last sentence of paragraph 12 of the Lease is amended to read
"Any insurance or condemnation proceeds received shall be credited to Lessee's
obligation under this paragraph and Lessee shall be entitled to any surplus."

3.   Paragraph 14 is deleted in its entirety.

4.   The definition of "Lessor's Loss" in paragraph 18 is hereby amended by
     amending the first sentence of paragraph 18 to read as follows:

     "Lessor's Loss" as used in this paragraph is the unpaid balance of the
     Total Basic Rent and other amounts payable by Lessee hereunder plus the
     Final Purchase Payment less the unearned portion of the finance charge
     based on the simple interest method as of the date of determination. For
     this purpose, the term "Final Purchase Payment" means the amount defined as
     such in the applicable supplement, and the term "finance charge" means the
     excess of the Total Basic Rent plus the Final Purchase Payment over the
     Total Cost of the Equipment.

In addition, the third sentence of paragraph 18(c) is amended to read "Lessee
shall be entitled to any surplus and shall remain liable for any deficiency."


<PAGE>


--------------------------------------------------------------------------------
          Wells Fargo Equipment Finance, Inc.                    Promissory Note
          Investors Building, Suite 300
          733 Marquette Avenue
          Minneapolis, MN 55479-2048

--------------------------------------------------------------------------------
                                                   Dated as of December 07, 1998
                                                       Contract Number 41444-700

For value received, the undersigned, hereby promises to pay to the order of
Norwest Equipment Finance, Inc. (the "Lender") at its office in Minneapolis,
Minnesota, or at such other place as may be designated from time to time by the
holder hereof, the sum of $102,426.48 in installments according to the schedule
set forth below; provided, however, that the undersigned and the Lender may
agree to any other payment schedule, in which case any variations shall be set
forth in the space provided for additional provisions. The first payment period
shall begin on the 15th day of the month in which Lender disburses the loan
proceeds if disbursement is made on or before the 15th day of such month, and
the first payment period shall begin on the last day of such month if
disbursement is made during the balance of such month. The first installment
shall be payable on the first payment due date set forth below (which maybe the
same as the date the first payment period begins). Subsequent installments shall
be payable on the first day of each payment period beginning after the first
payment period. The undersigned agrees that the date the first payment period
begins maybe left blank when this Note Is executed and hereby authorizes Lender
to insert such date based upon the date the loan proceeds are disbursed.

 PAYMENT SCHEDULE:

--------------------------------------------------------------------------------

 Date first payment period begins:
   December 31, 1998                     First payment due:  December 31, 1998
--------------------------------------------------------------------------------
 Number of Installments:  36             Amount of each installment:  $2,845.18
--------------------------------------------------------------------------------
 Payment period:   Monthly               Annual Interest rate used in computing
                                           payment schedule:  9.00%
--------------------------------------------------------------------------------
 Principal amount of loan proceeds
   disbursed:  $90,142.78
--------------------------------------------------------------------------------

In addition to installment payments as set forth above, the undersigned agrees
to pay Lender interim interest on the loan proceeds disbursed hereunder from the
date of disbursement to the date the first payment period begins at the annual
interest rate set forth above used in computing the payment schedule. Interim
interest shall be due and payable on the date the first payment period begins.

If any installment is not paid when due, then in addition to any other remedy
Lender may have hereunder, Lender may impose and, if imposed the undersigned
shall pay a late charge of 5% of the amount of the delinquent installment but in
any event not more than permitted by applicable law. Payments thereafter
received shall be applied first to delinquent installments and then to current
installments.

<PAGE>


This Note may be prepaid in whole or in part at anytime and from time to time
but only if accompanied by a prepayment premium of 2% of the principal amount
prepaid if prepaid during the first 18 months. Any partial prepayment shall be
applied to the last maturing installment or installments. Upon any prepayment in
full, the unearned portion of the interest will be refunded using the simple
interest method.

The following shall constitute an Event of Default hereunder (a) failure to pay
any installment hereunder when due; (b) the occurrence of an event of default as
defined in any security agreement or mortgage securing this Note; (c) the
commencement of any bankruptcy or insolvency proceedings by or against the
undersigned or any guarantor of this Note; and (d) any indebtedness the
undersigned may now or hereafter owe to Norwest Bank Minnesota, National
Association or any affiliate thereof shall be accelerated following a default
thereunder or, if any such indebtedness is payable on demand, payment thereof
shall be demanded. Upon the occurrence of an Event of Default, Lender may do any
one or more of the following as it may elect: (i) upon written notice to the
undersigned, declare the entire unpaid balance of the Note to be immediately due
and payable, and the same (less unearned interest computed using the simple
interest method as if this Note had been paid in full on the date it became due
and payable) shall thereupon be and become immediately due and payable; (ii)
exercise any one or more of the rights and remedies available to it under any
security agreement or mortgage securing this Note or under any other agreement
or by law.

The undersigned hereby waives presentment, notice of dishonor, and protest. The
undersigned agrees to pay all costs of collection of this Note, including
reasonable attorneys' fees. The holder hereof may change the terms of payment of
the Note by extension, renewal or otherwise, and release any security for, or
party to, this Note and such action shall not release any accommodation maker,
endorser, or guarantor from liability on this Note.

Notwithstanding anything to the contrary contained herein, if the rate of
interest, late payment fee, prepayment premium or any other charges or fees due
hereunder are determined by a court of competent jurisdiction to be usurious,
then said interest rate, fees and/or charges shall be reduced to the maximum
amount permissible under applicable law and any such excess amounts shall be
applied towards the reduction of the principal balance of this Note.

This Note shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Minnesota without
regard to conflicts of law rules.

If this Note is signed by more than one person as Debtor, then the term "Debtor"
shall refer to each of them separately and to all of them jointly, and each such
person shall be liable hereunder individually in full and jointly with the
others.



IN WITNESS WHEREOF the Debtor has signed this Agreement as of the date first
above written.

Medgrup Development Services, Inc.
----------------------------------
Debtor


----------------------------------
By


----------------------------------
Title

<PAGE>


--------------------------------------------------------------------------------
          Wells Fargo Equipment Finance, Inc.                 Security Agreement
          Investors Building, Suite 300
          733 Marquette Avenue
          Minneapolis, MN 55479-2048

--------------------------------------------------------------------------------
                                                   Dated as of December 07, 1998
                                                       Contract Number 41444-700

Name and Address of Debtor
Medgrup Development Services, Inc.
905 Bowstring Road
Monument, CO 80132

--------------------------------------------------------------------------------

1.   Security Interest and Collateral. To secure the payment and performance of
     each and every debt liability and obligation of every type and description
     which Debtor may now or at anytime hereafter owe to Norwest Equipment
     Finance, Inc. ("Secured Party") (whether such debt, liability or obligation
     now exists or is hereafter created or incurred, whether it is currently
     contemplated by the Debtor and Secured Party, whether any documents
     evidencing it refer to the Security Agreement, and whether it is or may be
     direct or indirect, due or to become due, absolute or contingent, primary
     or secondary, liquidated or unliquidated, or joint, several or joint and
     several: all such debts, liabilities and obligations being herein
     collectively referred to as the "Obligations"), Debtor hereby grants
     Secured Party a security interest (herein call the "Security Interest") in
     the following property (herein called the "Collateral"):

          SEE ATTACHED SCHEDULE A

     together with all substitutions and replacements for and products of the
     Collateral, all proceeds, accessories, attachments, parts, equipment and
     repairs now or hereafter attached or affixed to or used in connection with
     the Collateral.

2.   Representations, Warranties and Agreements. Debtor represents, warrants and
     agrees that:

     (a)  Authorization. If Debtor is a corporation, a partnership or a limited
          liability company, the execution, delivery and performance of this
          Agreement has been duly authorized by all necessary action on the part
          of the Debtor and will not violate any provision of the Debtor's
          articles of incorporation or bylaws, partnership agreement or articles
          of organization or management agreement, as the case may be.

     (b)  Office Location. Debtor's chief executive office (if Debtor is a
          corporation, a partnership or a limited liability company) is located
          at the address for Debtor shown above. Debtor will not change the
          location of its chief executive office or his/her residence, as the
          case may be, without first giving Secured Party at least 10 days prior
          written notice of the new location.

     (c)  Business Purpose; Lawful Use. The Equipment will be used primarily for
          business purposes as opposed to personal, family or household
          purposes. Debtor will comply with all laws and regulations applicable
          to the Equipment and its use.

<PAGE>


3.   Additional Representations, Warranties and Agreements. Debtor represents,
     warrants and agrees that:

     (a)  Debtor has (or will have at the time Debtor acquires rights in
          Collateral hereafter arising) absolute title to each item of
          Collateral free and clear of all security interests, liens and
          encumbrances, except the Security Interest and will defend the
          Collateral against all claims or demands of all persons other than
          Secured Party. Debtor will not sell or otherwise dispose of the
          Collateral or any interest therein without the prior written consent
          of Secured Party. If Debtor is a corporation, this Agreement has been
          duly and validly authorized by all necessary corporate action, and, if
          Debtor is a partnership or a limited liability company, the partner(s)
          or manager(s) executing this Agreement has (have) authority to act for
          the partnership or the limited liability company.

     (b)  Debtor will not permit any Collateral to be located in any state (and,
          if county filing is required, in any county) in which the financing
          statement covering such Collateral is required to be, but has not in
          fact been, filed in order to perfect the Security Interest.

     (c)  Debtor will (i) keep all Collateral in good repair, working order and
          condition, normal depreciation excepted, and will, from time to time,
          replace any worn, broken or defective parts thereof; (ii) promptly pay
          all taxes and other governmental charges levied or assessed upon or
          against any Collateral or upon or against the creation, perfection or
          continuance of the Security Interest; (iii) keep all Collateral free
          and clear of all security interests, liens and encumbrances except the
          Security Interest; (iv) at all reasonable times, permit Secured Party
          or its representatives to examine or inspect any Collateral, wherever
          located, and to examine, inspect and copy Debtor's books and records
          pertaining to the Collateral and its business and financial condition;
          (v) keep accurate and complete records pertaining to Debtor's business
          and financial condition and submit to Secured Party such periodic
          reports concerning Debtor's business and financial condition as
          Secured Party may from time to time reasonably request; (vi) promptly
          notify Secured Party of any loss of or material damage to any
          Collateral; (vii) at all times keep all Collateral insured against
          risks of fire (including so-called extended coverage), theft collision
          (in case of Collateral consisting of motor vehicles) and such other
          risks and in such amounts as Secured Party may reasonably request with
          any loss payable to Secured Party to the extent of its interest (viii)
          from time to time execute such financing statements as Secured Party
          may reasonably require in order to perfect the Security Interest and,
          if any Collateral consists of a motor vehicle, execute such documents
          as may be required to have the Security Interest properly noted on a
          certificate of title; (ix) pay when due or reimburse Secured Party on
          demand for all costs of collection of any of the Obligations and ail
          other out-of-pocket expenses (including in each case all reasonable
          attorneys' fees) incurred by Secured Party in connection with the
          creation, perfection, satisfaction, protection, defense or enforcement
          of the Security Interest or the creation, continuance, protection,
          defense or enforcement of this Agreement or any or all of the
          Obligations, including expenses incurred in any litigation or
          bankruptcy or insolvency proceedings; (x) execute, deliver or endorse
          any and all instruments, documents, assignments, security agreements
          and other agreements and writings which Secured Party may at any time
          reasonably request in order to secure, protect perfect or enforce the
          Security Interest and Secured Party's rights under this Agreement;
          (xi) not use or keep any Collateral, or permit it to be used or kept,

<PAGE>


          for any unlawful purpose or in violation of any federal, state or
          local law, statute or ordinance; and (xii) not permit any Collateral
          to become part of or to be affixed to any real property without first
          assuring to the reasonable satisfaction of Secured Party that the
          Security Interest will be prior and senior to any interest or lien
          then held or thereafter acquired by any mortgagee of such real
          property or the owner or purchaser of any interest therein. If Debtor
          at any time fails to perform or observe any agreement contained in
          this Section 3(c), and if such failure shall continue for a period of
          ten calendar days after Secured Party gives Debtor written notice
          thereof (or, in the case of the agreements contained in clauses (vii)
          and (viii) of this Section 3(c), immediately upon the occurrence of
          such failure, without notice or lapse of time), Secured Party may (but
          need not) perform or observe such agreement on behalf and in the name,
          place and stead of Debtor (or, at Secured Party's option, in Secured
          Party's own name) and may (but need not) take any and all other
          actions which Secured Party may reasonably deem necessary to cure or
          correct such failure (including, without limitation, the payment of
          taxes, the satisfaction of security interests, liens, or encumbrances,
          the procurement and maintenance of insurance, the execution of
          financing statements, the endorsement of instruments, and the
          procurement of

           THIS AGREEMENT INCLUDES THE TERMS ON THE BACK OF THIS PAGE



Medgrup Development Services, Inc.
----------------------------------
Debtor


----------------------------------
By


----------------------------------
Title

<PAGE>


--------------------------------------------------------------------------------
       Wells Fargo Equipment Finance, Inc.                            Schedule A
       Investors Building, Suite 300
       733 Marquette Avenue
       Minneapolis, MN 55479-2048

--------------------------------------------------------------------------------

                          Contract Number 41444-700 dated as of December 7, 1998




Debtor:        Medgrup Development Services, Inc.

Quantity       Description
--------       -----------

1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780602958
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780602979
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780401737
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               G3 OPTION TYPE 140111
               S/N #M2780401739
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780401736
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780401740
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               G3 OPTION TYPE 140|||, UPGRADE CARD TYPE 140
               S/N #M2780401735
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               UPGRADE CARD TYPE 140
               S/N #M2780401738
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               UPGRADE CARD TYPE 140
               S/N #M2780401742
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780602976
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780401455
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2760401482
1              RICOH FAX4800L PLAIN PAPER MACHINE W/ 80MB HDD OPTION TY 140|||
               S/N #M2780401483

5              MODEL 7560 FAX MACHINES
12             MODEL 7560 FAX MACHINES

2              BROOKTROUT 2 CHANNEL FAX BOARD
1              FAX SR NT BASE KIT 25 CLIENTS
1              BROOKTROUT 2 CHANNEL FAX BOARD
1              FAX SR SUPPORT NT-INTEL
1              MODEM SOFTWARE LICENSE-NT, 1 ADDITIONAL LINE

1              VX1100 MONITOR WITH 19.7
1              G6-450 PC
1              PERSONAL FINANCE QUICKEN BASIC 98
1              VX100 MONITOR WITH 19.7" VIEWABLE AREA
1              OFFICE 97 SMALL BUSINESS EDITION WITH BOOKSHELF 98
1              E-4200 350
1              VX1100 MONITOR WITH 19.7 VIEWABLE AREA

<PAGE>


2              128MB SDRAM DIMM
2              64 MEGABYTE EDO SIMM
1              MEMORY INSTALLATION GUIDE
1              64 SDRAM MEMORY MODULE
1              100MB INTERNAL ZIP DRIVE
1              128 MB ECC PARITY MEMORY
1              128 MB ECC PARITY MEMORY
2              BROOKTROUT TRUFAX 200 2PT



Dated:         December 7, 1998

Debtor:        Medgrup Development Services, Inc.


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