<PAGE>

                                CC FINANCE L.L.C.
                                Raritan Plaza III
                            101 Fieldcrest Ave., #500
                                Edison, NJ 08837

                             MASTER LEASE AGREEMENT
                                   NO. 521596
                                     PART I

         This Master Lease Agreement between CC FINANCE L.L.C. ("Lessor") and
the undersigned ("Lessee"), is in consideration of the mutual covenants,
terms and conditions herein contained, and shall apply to certain property,
together with all components, parts, additions and attachments now
incorporated therein or hereafter incorporated herein (all such property
hereinafter collectively referred to as the "Equipment") described in the
Equipment Schedule(s) to be executed pursuant hereto (all such schedules are
hereinafter collectively referred to as the "Equipment Schedule"). This
Agreement shall also be subject to the additional terms and conditions set
forth in the Equipment Schedule(s). The term of this Agreement with respect
to any item of the Equipment shall consist of the term set forth in the
Equipment Schedule relating thereto. This Agreement shall be effective with
respect to each Equipment Schedule from and after the date of acceptance by
Lessor of said Equipment Schedule. Lease payments are to be made in the
manner specified in the Equipment Schedule and shall commence on the date the
Equipment Schedule is accepted by Lessor. Lessee must notify Lessor of
Equipment to be included in any proposed Equipment Schedule and Lessor
reserves the right to accept or reject such Equipment. Lessor's acceptance of
the Equipment Schedule shall be evidenced by Lessor's execution of the
Acceptance Section of each Schedule. Upon receipt of written notice by either
party hereto by certified mail from the other party further attachments,
incorporations or additions of Equipment Schedule(s) to this Agreement shall
cease. The cessation of further additions to this Agreement shall not in any
way affect the validity and enforceability of this Agreement and any
equipment.

                                     PART II

THIS LEASE CANNOT BE CANCELLED EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS LEASE
SHALL BECOME EFFECTIVE UPON EXECUTION BY LESSOR AT ITS OFFICE.

1. TERMS AND CONDITIONS. In consideration of Lessor's purchase of the equipment
selected by Lessee, Lessor leases to Lessee, and Lessee leases from Lessor, the
equipment identified on the front hereof and on any attached schedule
("Equipment") pursuant to the terms and conditions set forth herein. Lessee
authorizes Lessor to insert in this Equipment Lease Agreement ("Lease") serial
numbers and other identification data when determined. THIS LEASE CONSTITUTES
THE FULL AND ENTIRE AGREEMENT between the Lessor and Lessee in connection with
the Equipment and MERGES ANY OTHER UNDERSTANDING. In no case shall the
preprinted terms and conditions on Lessee's or Supplier's standard transactional
documentation (e.g., order forms and invoices) apply to Lessor. Neither party
relies on any other statement, representation or assurance of cure. THE LEASE
CAN BE NEITHER CANCELLED NOR MODIFIED except by a written agreement signed by
Lessee and by a corporate officer of Lessor.

2. LESSEE'S AND GUARANTOR'S WARRANTIES TO LESSOR. Lessee and any Guarantor
expressly represent and warrant to Lessor, and Lessor relies on, the fact that:
a) said parties have read and understood this Lease before it was signed; b)
SAID PARTIES HAVE SELECTED AND ARE FULLY SATISFIED WITH BOTH THE EQUIPMENT AND
THE SUPPLIER WHO SOLD THE EQUIPMENT TO LESSOR; c) said parties will authorize
Lessor to pay for the Equipment only after Lessee has received and accepted the
Equipment as fully operable for Lessee's purposes; d) said parties have freely
chosen to lease, not buy, from Lessor only after having considered other means
of obtaining the use of the Equipment; e) NEITHER THE SUPPLIER OF THE EQUIPMENT
NOR ANY OF ITS SALESPERSONS ARE, OR HAVE ACTED AS, LESSOR'S AGENTS OR EMPLOYEES;
f) financial information and other statements provided to Lessor are accurate
and correct and will be updated upon Lessor's request during the term of the
Lease; g) said parties are currently meeting all debts as such come due; h) the
Equipment is leased exclusively for Lessee's established business purposes and
not for starting a new business or for personal, family or household purposes;
i) Lessee has unrestricted power to enter into this Lease, has duly authorized
the person executing it, and certifies that all signatures are authentic; and j)
said parties will pay all costs connected with the Equipment, including taxes,
insurance, repairs, shipping, early termination fees, collection costs and other
expenses normally paid in a net lease.

3. LESSEE'S WAIVER OF DAMAGES AND WARRANTIES FROM LESSOR. a) Lessee leases
the Equipment from Lessor "AS IS/WHERE IS." EXCEPT AS TO QUIET ENJOYMENT,
LESSOR MAKES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; b) IF THE
EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR
WARRANTED BY THE SUPPLIER, OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER,
LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST THE SUPPLIER
AND LESSEE HEREBY WAIVES ANY SUCH CLAIM AGAINST LESSOR. All warranties from
the Supplier to Lessor are hereby assigned to Lessee for the term of the
Lease for Lessee's exercise at Lessee's expense; c) LESSEE SHALL HOLD LESSOR
HARMLESS AND SHALL BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS
OR PROPERTY CAUSED BY THE EQUIPMENT; d) NO REPRESENTATION OR WARRANTY BY THE
SUPPLIER OR SALESPERSON IS BINDING ON LESSOR NOR SHALL BREACH OF SUCH
WARRANTY RELIEVE LESSEE OF LESSEE'S OBLIGATIONS TO LESSOR; and e) IN NO CASE
SHALL LESSOR BE LIABLE TO LESSEE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES.

4. PAYMENTS. Lessee agrees to make lease payments in advance and to pay such
other charges as provided herein. THE LEASE PAYMENTS SHALL BE ADJUSTED
PROPORTIONATELY UPWARD OR DOWNWARD IF THE ACTUAL TOTAL COST OF THE EQUIPMENT
AT THE TIME OF CLOSING EXCEEDS OR IS LESS THAN THE ESTIMATE. LESSEE HEREBY
AUTHORIZES LESSOR TO ADJUST THE LEASE PAYMENTS BY UP TO TWENTY PERCENT (20%)
IN THAT EVENT. Lease payments shall be increased by any cost or expense
Lessor incurs to preserve the Equipment or to pay taxes, assessments, fees,
penalties, liens, or encumbrances. Unless Lessor gives written notice of a
new address, all payments under this Lease shall be sent to Lessor at the
address provided by Lessor. Each payment received, at lessor's discretion,
will be applied first to the oldest charge due under the Lease. LESSEE AGREES
THAT TIME IS OF THE ESSENCE AND TO MAKE PAYMENTS REGARDLESS OF ANY PROBLEMS
LESSEE MIGHT HAVE WITH THE EQUIPMENT INCLUDING ITS OPERATION, CAPABILITY,
INSTALLATION, OR REPAIR AND REGARDLESS OF ANY CLAIM, SETOFF, DEFENSE LESSEE
MIGHT HAVE AGAINST THE VENDOR OR MANUFACTURER ("SUPPLIER"), SALESPERSON, OR
OTHER THIRD PARTY. Without Lessor's prior written consent, any payment to
Lessor of a smaller sum than due at any time under this Lease shall not
constitute a release or an accord and satisfaction for any greater sum due,
or to become due, regardless of any endorsement restriction, unless otherwise
agreed by both parties in a signed writing. An advance payment shall be held
by Lessor as a nonrefundable deposit, which shall not bear interest and may
be commingled with other funds. In case the Lease is never finalized, the
advance payment will be retained by Lessor in liquidation of documentation
and processing expenses, unless the application is rejected by Lessor.

5. TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay all licensing, filing
and registration fees; to keep the Equipment free of all liens and
encumbrances; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; TO
PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT; to pay all
other taxes, assessments, fees and penalties which may be levied or assessed
in respect to the Equipment, its use or any interest therein, or any lease
payments, including but not limited to all federal, state, and local taxes,
however designated, levied or assessed, whether upon Lessee or Lessor or the
Equipment or upon the sale, ownership, use or operation, excepting any income
taxes levied on the Lessor. Lessor may, at its option, collect from Lessee an
escrow fee of up to 35% of the Equipment cost per month for a tax escrow
fund. Lessor may, at its option, pay on Lessee's behalf such taxes and other
amounts, file applicable returns, and collect full reimbursement plus an
administrative fee from Lessee. In addition, Lessee authorizes Lessor to file
at Lessor's option informational financing statements and/or fixture filings
without Lessee's signature and, if a signature is required by law, Lessee
appoints Lessor as Lessee's attorney-in-fact to execute such statements and
filings. For purposes of any filing, Lessee hereby grants Lessor a security
interest in all lease payments and Equipment, and all interest of Lessee
therein, and all proceeds and products thereof, but in no case shall this
grant or any filing be deemed to contravene a true-lease transaction. Lessee
agrees to pay Lessor a documentation fee to be billed with the first lease
payment to cover account setup and administrative costs. Lessee and any
guarantor agree to reimburse Lessor for reasonable costs incurred in
collecting taxes, assessments, or fees for which Lessee is liable, and any
collection charges attributable thereto, including reasonable attorney fees.
Lessee agrees that Lessor is entitled to all tax benefits resulting from
ownership of the Equipment. Lessee agrees that, should any such tax benefits
be disallowed, Lessee shall indemnify Lessor for such loss by paying Lessor
an amount equal to the value of the lost benefits.

------------------------------------------------------------------------------
                          THIS LEASE IS NON CANCELLABLE

and is a binding contract consisting of all terms on the front and reverse
hereof.

KARTOFFELSOFT, INC.
LESSEE (Complete Legal Name)

3475 H EDISON WAY_SUITE H
Billing Address

MENLO PARK,               ,          CA        94025
City                  County       State      Zip
650-306-0670
         Phone                    Date
  By:   X  /s/ Justin Shelby Kitch                  4-30-98
--------------------------------------------------------
Authorized Signature  JUSTIN SHELBY KITCH
         Title  CEO
------------------------------------------------------------------------------

------------------------------------------------------------------------------
Accepted by:  CC FINANCE L.L.C., Lessor

By:    /s/ [ILLEGIBLE]
   -----------------------------------------------------
           Authorized Signature

Date:    5/11/98
     ---------------------------------------------------

LEASE NO: 521596

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


<PAGE>

6. NOTICE. Until Lessor and Lessee notify each other of any new address in
writing, any invoice, notice or transaction notice required by the Lease or
by law is validly given when mailed postage prepaid by first class mail to
the last known address.

7. SUCCESSORS AND ASSIGNMENTS. LESSEE AGREES NOT TO TRANSFER, SELL, SUBLEASE,
ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS
LEASE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, and even with Lessor's
consent, Lessee shall remain jointly and severally liable to the full extent
with Lessee's assignee. However, in any case, the provisions of this
Agreement bind all heirs, executors, administrators, successors, trustees,
and assigns of the Lessee and any guarantor. LESSOR MAY, AT ITS OPTION ASSIGN
ITS RIGHTS AND INTERESTS UNDER THIS LEASE WITHOUT NOTICE. Lessee agrees that
Lessor's assignee will have the same rights and remedies that Lessor now has.
Lessee agrees that the rights of Lessor's assignee will not be subject to
claims, defenses, or setoffs that Lessee may have against Lessor. Lessee
agrees that Lessor is not an agent of Lessor's assignee and that Lessor has
no affiliation with such assignee except for such assignment. Lessee
stipulates that any such assignment by Lessor shall not materially change
Lessee's duties, obligations or risks under this Lease.

8. OWNERSHIP AND TITLE. Lessor is the sole owner of the Equipment, has sole
title and all residual rights, has the right to inspect the Equipment, and
has the right to affix and display a notice of Lessor's ownership thereon.
The Equipment shall remain Lessor's personal property whether or not affixed
to realty and shall not be part of any real property on which it is placed.
At Lessor request, Lessee shall obtain a landlord and/or mortgage waiver for
the Equipment. All additions, attachments, and accessories placed on the
Equipment become part of the Equipment and Lessor's property. Lessee agrees
to maintain the Equipment so that it may be removed from the property or
building where located without damage.

9. OPERATION AND TERMINATION. Lessee shall be solely responsible for the
installation, operation, and maintenance of the Equipment, shall keep it in
good condition and running order, and shall use and operate the Equipment in
compliance with applicable laws. If the Equipment is of the type not normally
maintainable by the Lessee, the Lessee, at its expense, shall maintain in
full force and effect throughout the Lease term Supplier's standard
maintenance contract. Upon return to Lessor, the Equipment must be eligible,
without further cost or expense, for immediate continuation of coverage under
Supplier's standard maintenance contract. Lessee agrees to keep and use this
Equipment only at the business address specified above, to never abandon or
move the Equipment from that address, nor relinquish possession of the
Equipment except to Lessor's agent. At the end of the Lease term, Lessee
must contact Lessor, who will designate the return location within the
continental United States, and Lessee shall, at Lessee's expense, immediately
crate, insure and return the Equipment to the designated location in as good
a condition as when Lessee received it, excepting only reasonable wear and
tear. Until Lessor actually receives the Equipment at the return location,
the Lease renews automatically from month to month, and Lessee agrees to
continue to make lease payments at the last effective rate under the lease.

10. RISK OF LOSS AND INSURANCE. Until Lessee has returned the Equipment to
the designated location, Lessee bears the entire risk or loss or damage to
the Equipment, regardless how arising. Lessee shall immediately notify Lessor
of the occurrence of any Loss or other occurrence affecting Lessor's
interests and shall make repairs or corrections at Lessee's expense. In such
event, Lessee agrees to continue to meet all payment and other obligations
under the Lease. Lessee agrees to keep the Equipment insured at Lessee's
expense against risks of loss or damage from any cause whatsoever. Lessee
agrees that such insurance shall not be less than the unpaid balance of the
Lease plus the then current fair market value of the Equipment. Lessee also
agrees that the insurance shall be in such additional amount as is reasonable
to cover Lessor for public liability and property damage arising from the
Equipment or Lessee's use of it. Lessee agrees to name Lessor as the loss
payee and an additional insured. Each policy shall provide that the insurance
cannot be canceled without thirty days prior written notice to Lessor. Upon
request by Lessor, Lessee agrees to furnish proof of each insurance policy
including a certificate of insurance and a copy of the policy. The proceeds
of such insurance shall be applied at Lessor's sole election toward the
replacement or repair of the Equipment or payment towards Lessee's
obligations. Lessee appoints Lessor as attorney-in-fact to make any claim
for, receive payment of, or execute or endorse all documents, checks or
drafts for loss or damage or return of premium under such insurance. Because
of increased credit risks to Lessor when not insured by Lessee, Lessee agrees
to pay to Lessor each month a risk charge stipulated and liquidated at 25% of
Lessor's original Equipment cost until Lessee provides proof of compliance
with insurance requirements. In spite of the payment of such risk charge,
Lessee has no right or claim to any insurance benefits from Lessor. Lessee is
still liable for all losses, and such risk charge is not in lieu of the
insurance requirements of this Lease.

11. INDEMNITY. Lessee agrees to indemnify and hold Lessor harmless from and
against, any and all losses, damages, injuries, claims, demands, and expenses
(a "Claim"), including any and all attorney's fees and legal expenses,
arising from or caused directly or indirectly by any actual or alleged use,
possession, maintenance, condition (whether or not latent or discoverable),
operation, location, delivery or transportation of any item of Equipment.
Should Lessee be entitled under applicable law to revoke its acceptance of
the Equipment, Lessee agrees to pay and indemnify Lessor for any payment by
Lessor to the Supplier of the Equipment.

12. COLLECTION CHARGES AND ATTORNEY'S FEES. If any part of any sum is not
paid when due, Lessee agrees to pay Lessor a) in the first month, a late
charge to compensate Lessor for collecting and processing the late sum, such
late charge is stipulated and liquidated at the greater of $.15 per dollar of
each delayed sum or $15; plus b) a charge for every month after the first
month in which the sum is late to compensate Lessor for the inability to
reinvest the sum, such charge is stipulated and liquidated at 1 1/2 % per
month, or when less, the maximum allowed by NEW JERSEY or other applicable
law; plus c) a collection call charge to compensate Lessor for the time and
expense in making any call, such collection call charge is stipulated and
liquidated at $15.50 per collection call; plus d) a personal visit charge
equal to actual out-of-pocket expenses to compensate Lessor for the time and
expense of all collection efforts; plus e) a returned check or non-sufficient
funds ("NSF") charge to reimburse Lessor for its time and expense incurred
with respect to a check that is returned for any reason, such NSF charge is
stipulated and liquidated at the greater of $50 or actual bank charges to
Lessor, plus other amounts allowed by law.

LESSEE AND ANY GUARANTOR AGREE TO PAY ALL COSTS OF COLLECTION, INCLUDING
COLLECTORS' CONTINGENCY FEES, AND TO PAY LESSOR'S REASONABLE ATTORNEY FEES AS
DAMAGES AND NOT COSTS in all proceedings arising under this Lease, such
proceedings include any arbitration, bankruptcy proceeding, civil action,
mediation, counter claim on which Lessor prevails, or post-judgment action or
appeal with respect to any of the foregoing. A reasonable attorney fee is not
less than the greater of $300 or 25% of Lessor's total amount in collection.

13. DEFAULT. Lessee shall be in default of this Lease on any of the following
events: a) Lessee fails to pay any month's rent within ten days after it
first becomes due; b) Lessee assigns, moves, pledges, subleases, sells or
relinquishes possession of the Equipment, or attempts to do so, without
Lessor's written authorization; c) Lessee breaches any of its warranties or
other obligations under this Lease, or any other agreement with Lessor and
fails to cure such breach within ten days after Lessor sends notice of the
existence of such breach; d) any execution or writ of process is issued in
any action or proceeding to seize or detain the Equipment; e) Lessee or any
guarantor gives Lessor reasonable cause to be insecure about Lessee's
willingness or ability to perform obligations under the Lease or any other
agreement with Lessor; f) Lessee or any guarantor dies, becomes insolvent or
unable to pay debts when due; stops doing business as a going concern,
merges, consolidates, transfers all or substantially all of its assets, makes
an assignment for the benefit of creditors, appoints a trustee or receives or
undergoes a substantial deterioration of financial health or g) Lessee or
any guarantor fails to reaffirm this Lease obligation within sixty (60) days
of the filing of any petition for protection under the United States
Bankruptcy code.

14. REMEDIES. a) Should Lessee default, Lessor has the right to collect and
to exercise any or all of the following: 1) Lessor may, without notice,
accelerate all sums under the Lease and any other agreement with Lessor, and
require Lessee to immediately pay Lessor all sums that are already due and
the discounted value of those that will become due, including the lease-end
fair market value of the Equipment (subject to 15b); 2) All lost or
recaptured Tax benefits to Lessor shall also be immediately due and payable
from the Lessee; 3) Lessor has the right to immediately retake possession of
the Equipment without any court order or other process of law and for such
purpose may enter upon any premises where the Equipment may be, remove the
same and apply any proceeds as provided below. Lessee shall be liable for all
reasonable costs and expenses incurred in the repossession, recovery,
storage, repair, sale, re-lease or other disposition of the Equipment; 4)
Lessor has the right to exercise any remedy at law or equity, notice thereof
being expressly waived by Lessee and any guarantor; 5) Lessor's action or
failure to act on one remedy constitutes neither an election to be limited
thereto nor a waiver of any other remedy or a release of Lessee from the
liability to return the Equipment or for any loss or Claim with respect
thereto; 6) The provisions of this Lease are severable and shall not be
affected or impaired if any one provision is held unenforceable, invalid, or
illegal. Any provision held in conflict with any statute or rule of law shall
be deemed inoperative only to the extent of such conflict and shall be
modified to conform with such statute or rule; b) To the extent permitted by
applicable law, Lessee hereby waives Lessee's rights to: 1) cancel or
repudiate this Lease; 2) revoke acceptance of or reject the Equipment; 3)
claim a security interest in the Equipment; 4) accept partial delivery of the
Equipment; 5) sell or dispose of the Equipment upon rejection or revocation;
6) seek "cover" in substitution for the Lease from Lessor.

15. MITIGATION OF DAMAGES. In furtherance of the mitigation of damages,
Lessee and any guarantor agree and stipulate: a) Each accelerated sum and
lease-end fair market value shall have a discounted or present value computed
at 6% per annum. A single payment present worth factor shall be applied to
the lease-end fair market value. A uniform series present worth factor shall
be applied to the accelerated periodic payments; b) Should Lessor use or
dispose of any returned or repossessed Equipment, Lessor will credit the
amount that Lessee owes with any excess which Lessor actually recovers over
the cost of retaking and disposing of the equipment. Such credit shall not be
deemed to be an equity offset but shall be in full mitigation of Lessor's
repossession of the Equipment before the end of the Lease; c) To encourage
and facilitate settlement of any dispute, and at apportion litigation costs
associated therewith, any deposition of any witness, whether a party or not,
shall be taken by telephone and/or by video tape in the county where the
witness works or resides. Such deposition may be used for any purpose
including any discovery, trial, or proceeding as long as the deponent resides
or works more than 100 miles away therefrom. No party shall require any
witness to attend any deposition, trial, or proceeding more than 100 miles
from where that witness resides or works without first tendering to that
witness full payment of all costs reasonably necessary to allow such
attendance including travel, transportation, lodging and meal; d) Lessor or
Lessee may submit any matter arising out of this transaction, including any
claim, counterclaim, setoff, or defense, to binding arbitration by the
American Arbitration Association in New Jersey. The decision and award of the
arbitrator(s) shall be final and binding and may be entered as rendered in
any court having jurisdiction thereof; e) Any action under this Lease by
Lessee for claims against Lessor for indemnity, misrepresentation, product
liability, breach of warranty and contract default shall be commenced within
one (1) year after any such cause of action accrues.

16. CONSENT TO NEW JERSEY LAW, JURISDICTION, VENUE, AND NON-JURY TRIAL.
Lessee and any guarantor consent, agree, and stipulate that: a) this Lease
shall be deemed fully executed and performed in the State of New Jersey and
shall be governed by and construed in accordance with the laws thereof; and
b) in any action, proceeding, or appeal on any matter related to or arising
out of this Lease, the Lessor, Lessee and any guarantor; 1) SHALL BE SUBJECT
TO THE PERSONAL JURISDICTION OF THE STATE OF NEW JERSEY, including any state
or federal court sitting therein, and all court rules therefrom; 2) SHALL
ACCEPT VENUE IN ANY FEDERAL OR STATE COURT IN NEW JERSEY; and 3) EXPRESSLY
WAIVE ANY RIGHT TO A TRIAL BY JURY so that trial shall be by and only to the
court.

17. CONSENT TO SERVICE OF PROCESS. Lessee and any guarantor agree that any
process served for any action or proceeding shall be valid if mailed by
certified mail, return receipt requested, with delivery restricted to the
Lessee, is registered agent, or any agent appointed in writing to accept such
process. Lessee and any guarantor accordingly hereby expressly account
APPOINTED SERVICES, or its successor in NEW JERSEY as THEIR AGENT TO ACCEPT
SERVICE of such process in connection with this Lease.

<PAGE>

                                CC FINANCE L.L.C.
                                     LESSOR

                   RARITAN PLAZA III, 101 FIELDCREST AVE., #500
                                EDISON, NJ 08837

                        EQUIPMENT SCHEDULE NUMBER 521596

             FORMING A PART OF MASTER LEASE AGREEMENT NUMBER 521596

         This Equipment Schedule forms a part of that certain Master Lease
Agreement referenced above and is subject to the terms and conditions set forth
therein. The equipment described herein is leased pursuant to the terms and
conditions of this Equipment Schedule and the Master Lease Agreement. All terms
used herein shall be defined pursuant to the requirements of the Master Lease
Agreement.

         The undersigned hereby certifies that all property described below
has been furnished, that delivery and installation has been fully completed
as required, and that after final inspection the equipment is accepted as
satisfactory in all respects by the Lessee, and accordingly, Lessee hereby
authorizes the Lessor to purchase the Equipment described below or on the
attached schedule.

<TABLE>
<CAPTION>

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VENDOR:                                                                               CONTACT:
---------------------------------------------------------------------------------------------------------------------------------
<S><C>
                             SEE ATTACHED SCHEDULE A
---------------------------------------------------------------------------------------------------
QTY.                DESCRIPTION OF LEASED EQUIPMENT                  MODEL NO.        SERIAL NO.      Neither Vendor nor any
                                                                                                      salesman is an agent of
                                SEE ATTACHED SCHEDULE A                                                 Lessor nor are they
                                                                                                      authorized to waive or
                                                                                                      alter the terms of this
                                                                                                           Lease. Their
                                                                                                      representations shall in
                                                                                                      no way affect Lessee or
                                                                                                        Lessor's rights or
                                                                                                       obligations as herein
                                                                                                            set forth.
---------------------------------------------------------------------------------------------------------------------------------
EQUIPMENT LOCATION:  (if other than Billing Address of Lessee)
Street Address:   3475 H EDISON WAY
City:    MENLO PARK                                  County:           State:  CA       Zip:  94025
------------------------------------------------------------   ------------------------------------------------------------------
INITIAL                      MONTHLY RENT                                               ADVANCE PAYMENT
RENTAL                                                               CHECK FOR THIS AMOUNT MUST ACCOMPANY LEASE APPLICATION
 TERM
  36                          $ 3,954.41                                                   / / Security Deposit

                                                                                           /X/ First Payment in
  Months                                                         $ 3,954.41                Advance
------------------------------------------------------------   ------------------------------------------------------------------
KARTOFFELSOFT, INC.,                                                             THIS LEASE IS NON-CANCELLABLE
LESSEE (Complete Legal Name)
                                                                 ----------------------------------------------------------------
3475 H EDISON WAY                                                Accepted By:  CC FINANCE L.L.C., Lessor, at Edison, NJ.
Billing Address

MENLO PARK                          CA  94025                    By:
City/County/State/Zip Code
650-306-0670                                                               /s/ [ILLEGIBLE]
                                                                    -----------------------------------------
Area    Phone                                                         Authorized Signature
     -----------

By: X  /s/ Justin Shelby Kitch      4-30-98                          Date:  5/11/98
   -----------------------------------------------                        -----------------------------------
      Authorized Signature JUSTIN SHELBY KITCH
Title:  CEO
------------------------------------------------------------   ------------------------------------------------------------------
                     DO NOT WRITE BELOW-FOR OFFICE USE ONLY
CPO                                                           Verification of Acceptance and Authorization to Purchase:
   --------------------------------------
Adv.                                                          Given by:
    -------------------------------------                                -------------------------------------------------
                                                              To:                            Date:
                                                                 -------------------------        ----------------------
</TABLE>



<PAGE>

COMPAQ
CAPITAL

                                                      BUSINESS LEASE AGREEMENT
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------------
Lessee Information    LESSEE (Complete Legal Name)    KARTOFFELSOFT, INC.                  BUSINESS PHONE 550-306-0670
<S> <C>
                     ------------------------------------------------------------------------------------------------------------
                      BILLING ADDRESS    3475 H EDISON WAY SUITE H                         Federal Tax ID
                     ------------------------------------------------------------------------------------------------------------
                      CITY: MENLO PARK                          COUNTY SAN MATEO        STATE  CA   ZIP  94025
                     ------------------------------------------------------------------------------------------------------------
                      EQUIPMENT ADDRESS   3475 H EDISON WAY                 SUITE H
                     ------------------------------------------------------------------------------------------------------------
                      CITY: MENLO PARK                          COUNTY: SAN MATEO       STATE  CA   ZIP  94025
                     ------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Lease Acceptance                                             THIS LEASE IS NON-CANCELABLE and consists of all items on front
(Sign and initial)                                           and reverse hereof.  This Lease is the full and final agreement and
       /s/ Justin Shelby Kitch                               cannot be modified or terminated except by written agreement signed
      ----------------------------------------------         both by Lessee and by a corporate officer of Lessor.
       Signature(s) above and initial to right                          Acknowledged and Accepted


                                                                   /s/ Justin Shelby Kitch
                                                                  ---------------------------------------------
       Print Name  JUSTIN SHELBY KITCH      Title  CEO              Please Initial
    -----------------------------------------------------------------------------------------------------------------------------
    INITIAL TERM              MONTHLY LEASE PAYMENT         ADVANCE PAYMENT (How Applied)     / / Security Deposit
    36                        $ 400.56                      $400.56                            X ADVANCE
    Months                    EXCLUSIVE of Applicable Tax
    -----------------------------------------------------------------------------------------------------------------------------
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Equipment to be               QUANTITY        DESCRIPTION OF EQUIPMENT TO BE LEASED                       SERIAL NUMBER
Leased
                           ------------------------------------------------------------------------------------------------------
(If additional room is         1              PROLIANT 3000R 6/333 P2-333 SYST 512K
                           ------------------------------------------------------------------------------------------------------
required, complete             1              PROLIANT 3000R 6/333 512K PROCESSOR
                           ------------------------------------------------------------------------------------------------------
Schedule A and                 1              64MB BUFFERED EDO DIMM MEMORY KIT
                           ------------------------------------------------------------------------------------------------------
attach signed                  1              4.30GB SCSI ULTRA WIDE 1 PLUGGABLE
                           ------------------------------------------------------------------------------------------------------
Schedule A to this             2              9.10GB SCSI3 WIDE-ULTRA 1 PLUGGABLE
                           ------------------------------------------------------------------------------------------------------
agreement.)                    1              PROLIANT 3000/5500 REDUNDANT POWER SUPPLY
                           ------------------------------------------------------------------------------------------------------
                               1              SMART-2SL ARRAY CONTROLLER ACCS
                           ------------------------------------------------------------------------------------------------------

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

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

                           ------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Guarantor                   GUARANTEE:  In consideration of the Lessor leasing to the Lessee and for other good and valuable
Information                 consideration, the receipt of which is hereby acknowledged, the undersigned personally and
                            unconditionally guarantees payment and performance of, and agrees to the subject to, all the terms
                            and conditions of this Lease until all obligations under the Lease are fulfilled, including payment
                            of collection costs and attorney's fees.  LESSOR MAY PROCEED AGAINST THE UNDERSIGNED IN THE FIRST
                            INSTANCE WITHOUT RESORTING TO OTHER CLAIMS OR COLLATERAL, AND THE UNDERSIGNED WAIVES ANY STATUTORY OR
                            OTHER RIGHT TO REQUIRE OTHERWISE.  The undersigned hereby pledges the sole and separate estate of the
                            undersigned and waives notice of any settlement, impairment, substitution, dishonor, modification,
                            amendment or extension under the Lease; and waives demand, protest, presentment, and all related
                            notices.  Any Guarantee shall be valid and enforceable whether or not the Key-Person Protection Plan
                            is applicable to this Lease but a Key Person, if any, must sign below.  THIS GUARANTEE IS
                            NON-CANCELABLE.


                                 ------------------------------------------------------------------------------------------------
                                  SIGNATURE (An individual (No Title) Full Joint and Several Liability     Social Security Number


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


                                  -----------------------------------------------------------------------------------------------
                                   SIGNATURE (An individual (No Title) Full Joint and Several Liability    Social Security Number

                            -----------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
 Equipment               On behalf of Lessee, I hereby certify that all of the Equipment referred to in the above Lease has been
 Acceptance and          delivered to and has been received by the Lessee, that all installation or other work necessary prior to
 Purchase                the use thereof has been completed, that the Equipment has been examined by the Lessee and is in good
 Authorization           operating order and condition and is in all respects satisfactory to the Lessee, and that the Equipment
                         is accepted by the Lessee for all purposes under the Lease.  The Lease payment shall be due on the same
                         date each month, which date is set by Lessor upon receipt and confirmation of this Authorization.  LESSEE
                         ACKNOWLEDGES THAT THIS IS A "FINANCE LEASE" (defined in the Uniform Personal Property Leasing Act) AND
                         WARRANTS TO LESSOR THAT LESSEE HAS RECEIVED OR REVIEWED SUPPLIER'S WRITTEN CONTRACT COVERING THE
                         EQUIPMENT'S TERMS OF SALE AND WARRANTIES.  ACCORDINGLY, I AUTHORIZE LESSOR TO PURCHASE THE EQUIPMENT.


                           ------------------------------------------------------------------------------------------------------
                            Authorizing Signature of Lessee                                                        Date

                     ------------------------------------------------------------------------------------------------------------
                      FOR LESSORS USE ONLY (Verification of acceptance and Authorization to Purchase)


                     ------------------------------------------------------------------------------------------------------------
                      Given By                                                                                     Date

                     ------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
FOR USE ONLY          ACCEPTED BY CC FINANCE L.L.C. LESSOR

                      /s/ Lisa Hallins                   7/9/98                                                   525136
                     ------------------------------------------------------------------------------------------------------------
                                                          Date                                                  Lease Number
                     ------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

KARTOFFELSOFT, INC.
3475 H EDISON WAY
MENLO PARK, CA 94025

Provided the Lessee has, on a timely basis, fully complied with all the terms
and conditions of the Lease Agreement, Lease #525136, Lessee may choose to
exercise one of the following options upon the natural expiration of the base
lease term or any renewal term:

1.   Lessee may at lease expiration choose to purchase the Equipment at its
     then Fair Market Value (plus all applicable sales taxes) on an "all or
     none" basis and on an as-is where-is basis. This option may be exercised
     by Lessee only upon giving prior written notice of election to Lessor
     not less than sixty (60) days before expiration.  "Fair Market Value"
     shall mean the price which a willing buyer (who is neither a lessee in
     possession nor a used equipment dealer) would pay for the Equipment in
     an arm's-length transaction to a willing seller under no compulsion to
     sell:  PROVIDED, HOWEVER, that in such determination:  (i) the Equipment
     shall be assumed to be in the condition in which it is required to be
     maintained and returned under this Agreement; (ii) in the case of any
     installed Equipment, that Equipment shall be valued on an installed
     basis; and (iii) costs of removal from current location shall not be a
     deduction from such valuation.  If Lessor and Lessee are unable to agree
     on the Fair Market Value, at least 30 days before lease expiration,
     Lessor shall appoint an independent appraiser (reasonably acceptable to
     Lessee) to determine Fair Market Value, at least 30 days before
     expiration, and that determination shall be final, binding and
     conclusive.  Lessee shall bear all costs associated with any such
     appraisal.

2.   Lessee may renew the lease at the then Fair Market Rental Value.

3.   Lessee may return the equipment to Lessor pursuant to the terms of the
     Lease.



ACCEPTED BY:

KARTOFFELSOFT, INC.                                CC FINANCE L.L.C.
(Lessee)                                           (Lessor)

BY:  /s/ JUSTIN SHELBY KITCH                       /s/  Lisa Hallins
    ------------------------------------              ------------------------


       CEO                                                  DS
    ------------------------------------           ---------------------------
    (Title)                                        (Title)


DATED:  6/8/98                                    DATED:  4/9/98
      ----------------------------------                ----------------------
<PAGE>

                      DELIVERY AND ACCEPTANCE CERTIFICATE

                          Lessor:  CC FINANCE L.L.C
                             Lease(s) No. 525136

------------------------------------------------------------------------------
QTY.          DESCRIPTION OF LEASED EQUIPMENT ("Equipment")       SERIAL NO.
------------------------------------------------------------------------------

1          PROLIANT 3000R 6/333 P2-333 SYST 512K
1          PROLIANT 3000R 6/333 512K PROCESSOR
1          64MB BUFFERED EDO DIMM MEMORY KIT
1          4.30GB SCSI ULTRA-WIDE 1 PLUGGABLE
2          9.10GB SCSI3 WIDE-ULTRA 1 PLUGGABLE
1          PROLIANT 3000/5500 REDUNDANT POWER SUPPLY
1          SMART-2SL ARRAY CONTROLLER ACCS


------------------------------------------------------------------------------
EQUIPMENT LOCATION:  (if other than Billing Address of Lessee)
3475 H EDISON WAY   City MENLO PARK   County SAN MATEO   State CA   Zip 94025

-------------------------------------------------------------------------------
LESSEE'S ACKNOWLEDGEMENT & DELIVERY ACCEPTANCE CERTIFICATE & PURCHASE
AUTHORIZATION:
-------------------------------------------------------------------------------


We are pleased to confirm to you as follows:

1.   All of the Equipment described above or in the above Lease has been
delivered to and received by the undersigned Lessee; that all installation or
other work necessary prior to the use thereof has been completed; that said
Equipment has been examined and/or tested and is in good operating order and
condition and is in all respects satisfactory to the undersigned and as
represented, and that said Equipment has been accepted by the undersigned and
complies with all requirements of the Lessee. CONSEQUENTLY, LESSOR IS HEREBY
AUTHORIZED TO PAY FOR THE EQUIPMENT AND COMMENCE SAID LEASE(S).

2.   In the future, in the event that Equipment fails to perform as expected
or represented, Lessee will continue to honor the Lease by continuing to make
monthly payments in the normal course of business and will look solely to the
seller or manufacturer ("Supplier") for the performance of all covenants and
warranties, whether express or implied.

In addition, Lessee will indemnify Lessor and hold it harmless from any
nonperformance of the aforementioned Equipment or resulting claim or liability.

3.   LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER, DISTRIBUTOR OR
SUPPLIER * OF THE EQUIPMENT AND HAS NO CONTROL, KNOWLEDGE OR FAMILIARITY WITH
THE CONDITION, CAPACITY, FUNCTIONING OR OTHER CHARACTERISTICS OF THE
EQUIPMENT.

LESSEE ACKNOWLEDGES THAT THIS IS A "FINANCE LEASE" (defined in the Uniform
Personal Property Leasing Act, UCC Art. 2A) AND WARRANTS TO LESSOR THAT
LESSEE HAS RECEIVED REVIEWED, AND APPROVED SUPPLIER'S WRITTEN SUPPLY CONTRACT
COVERING THE EQUIPMENT'S TERMS OF SALE AND WARRANTIES.

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
LESSEE:                                                       VENDOR:
-------------------------------------------------------------------------------------------------------------------
<S> <C>

KARTOFFELSOFT, INC.                                           COMPUTERSAMERICA INC.
-------------------------------------------------------------------------------------------------------------------
(Complete Legal Name)                                         (Complete Legal Name)
3475 H EDISON WAY                                             1925 FRANSICO BLVD.
-------------------------------------------------------------------------------------------------------------------
Billing Address                                               Address
MENLO PARK, SAN MATEO, CA  94025                              SAN RAFAEL, CA 94901
-------------------------------------------------------------------------------------------------------------------
City                     County             State    Zip      City              County           State         Zip
650-306-0670                                                  415-257-1010 EXT. 2388
-------------------------------------------------------------------------------------------------------------------
Phone                                       Date              Phone                              Date
By: X  /s/ Justin Shelby Kitch                                RICHARD MORENO
-------------------------------------------------------------------------------------------------------------------
Authorized Signature                        Title             Contact
JUSTIN SHELBY KITCH                         CEO
</TABLE>

<PAGE>

AGENCY DISCLAIMER:
Neither Supplier nor any salesperson is an agent of Lessor nor are they
authorized to waive or alter the terms of this Lease. Their representations
shall in no way affect Lessee or Lessor rights and obligations as herein set
forth.

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

THIS LEASE CANNOT BE CANCELED EXCEPT AS EXPRESSLY PROVIDED HEREIN. THIS LEASE
SHALL BECOME EFFECTIVE UPON EXECUTION BY LESSOR AT ITS

PAYMENT PROTECTION PLAN. Lessee may make an election for any business
reasons, except Equipment defects, to postpone up to three monthly lease
payments to the end of the initial lease term. This option to delay up to
three regular payments is conditioned upon the following requirements: 1)
Lessee's written notice to make an election must be received by Lessor on or
before the due date of any payments to be postponed, 2) Upon receipt of
Lessee's written notice of election, Lessor shall prepare a Payment
Protection Election form and send it to Lessee for execution, 3) Lessor must
receive back the duly signed Payment Protection Election under this plan
within fifteen days following the first due date of the payment(s) postponed,
4) Lessee's option under this plan cannot be exercised for any payment which
becomes due or payable during the first six months of the Lease, and 5)
Lessee must have at all times prior to an election complied with all terms,
conditions, covenants and requirements of the Lease or this option is void.

KEY-PERSON PROTECTION PLAN for small-ticket leases. Provided that Lessee has
at all times complied with all terms, conditions, covenants and requirements
of the Lease and upon the death of the Key-Person Guarantor only (other
guarantor's excluded), the Lessee may be entitled to a dollar reduction of
fifty percent (50% in each remaining monthly lease payment. This reduction in
lease payments is conditioned upon the following requirements: 1) The total
cost of all Equipment leased from Lessor does not exceed $20,000 and the Key
Person must have been properly identified below and have executed the
guarantee provision of this Lease, 2) On the 91st day after the Key Person's
death, Lessee shall lose all rights to a reduction under this Plan if Lessor
has not received written notice of the Key Person's death including a copy of
the death certificate, 3) The Lease payments shall be reduced only in
connection with obligations arising or amounts becoming due after Lessor's
receipt of Lessee's proper written notice, 4) Except for the reduction in
each lease payments, Lessee and any Guarantors shall remain fully responsible
under the Lease for all obligations, including any loss or damage to the
Equipment, and 5) All rights and obligations under this plan are further
subject to and controlled by the requirements, terms and conditions of the
insurance schedule provided to the Lessee with a copy of the executed Lease.
THE KEY PERSON GUARANTOR IS IDENTIFIED AS FOLLOWS:
(Print Full Name):________________________________

1. TERMS AND CONDITIONS. In consideration of Lessor's purchase of the equipment
selected by Lessee, Lessor leases to Lessee, and Lessee leases from Lessor, the
equipment identified on the front hereof and on any attached schedule
("Equipment") pursuant to the terms and conditions set forth herein. Lessee
authorizes Lessor to insert in this Equipment Lease Agreement ("Lease") serial
numbers and other identification data when determined. THIS LEASE CONSTITUTES
THE FULL AND ENTIRE AGREEMENT between the Lessor and Lessee in connection with
the Equipment and MERGES ANY OTHER UNDERSTANDING. In no case shall the
preprinted terms and conditions on Lessee's or Supplier's standard transactional
documentation (e.g., order forms and invoices) apply to Lessor. Neither party
relies on any other statement, representation or assurance of cure. THE LEASE
CAN BE NEITHER CANCELLED NOR MODIFIED except by a written agreement signed by
Lessee and by a corporate officer of Lessor.

2. LESSEE'S AND GUARANTOR'S WARRANTIES TO LESSOR. Lessee and any Guarantor
expressly represent and warrant to Lessor, and Lessor relies on, the fact that:
a) said parties have read and understood this Lease before it was signed; b)
SAID PARTIES HAVE SELECTED AND ARE FULLY SATISFIED WITH BOTH THE EQUIPMENT AND
THE SUPPLIER WHO SOLD THE EQUIPMENT TO LESSOR; c) said parties will authorize
Lessor to pay for the Equipment only after Lessee has received and accepted the
Equipment as fully operable for Lessee's purposes; d) said parties have freely
chosen to lease, not buy, from Lessor only after having considered other means
of obtaining the use of the Equipment; e) NEITHER THE SUPPLIER OF THE EQUIPMENT
NOR ANY OF ITS SALESPERSONS ARE, OR HAVE ACTED AS, LESSOR'S AGENTS OR EMPLOYEES;
f) financial information and other statements provided to Lessor are accurate
and correct and will be updated upon Lessor's request during the term of the
Lease; g) said parties are currently meeting all debts as such come due; h) the
equipment is leased exclusively for Lessee's established business purposes and
not for starting a new business or for personal, family or household purposes;
i) Lessee has unrestricted power to enter into this Lease, has duly authorized
the person executing it, and certifies that all signatures are authentic; and j)
said parties will pay all costs connected with the Equipment, including taxes,
insurance, repairs, shipping, early termination fees, collection costs and other
expenses normally paid in a net lease.

3. LESSEE'S WAIVER OF DAMAGES AND WARRANTIES FROM LESSOR. a) Lessee leases the
Equipment from Lessor "AS IS/WHERE IS." EXCEPT AS TO QUIET ENJOYMENT, LESSOR
MAKES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE; b) IF THE EQUIPMENT IS NOT
PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE
SUPPLIER, OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, LESSEE SHALL MAKE ANY
CLAIM ON ACCOUNT THEREOF SOLELY AGAINST THE SUPPLIER AND LESSEE HEREBY WAIVES
ANY SUCH CLAIM AGAINST LESSOR. All warranties from the Supplier to Lessor are
hereby assigned to Lessee for the term of the Lease for Lessee's exercise at
Lessee's expense; c) LESSEE SHALL HOLD LESSOR HARMLESS AND SHALL BE RESPONSIBLE
FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY CAUSED BY THE EQUIPMENT;
d) NO REPRESENTATION OR WARRANTY BY THE SUPPLIER OR SALESPERSON IS BINDING ON
LESSOR NOR SHALL BREACH OF SUCH WARRANTY RELIEVE LESSEE OF LESSEE'S OBLIGATIONS
TO LESSOR; and e) IN NO CASE SHALL LESSOR BE LIABLE TO LESSEE FOR SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES.

4. PAYMENTS. Lessee agrees to make lease payments in advance and to pay such
other charges as provided herein. THE LEASE PAYMENTS SHALL BE ADJUSTED
PROPORTIONATELY UPWARD OR DOWNWARD IF THE ACTUAL TOTAL COST OF THE EQUIPMENT AT
THE TIME OF CLOSING EXCEEDS OR IS LESS THAN THE ESTIMATE. LESSEE HEREBY
AUTHORIZES LESSOR TO ADJUST THE LEASE PAYMENTS BY UP TO TWENTY PERCENT (20%) IN
THAT EVENT. Lease payments shall be increased by any cost or expense Lessor
occurs to preserve the Equipment or to pay taxes, assessments, fees, penalties,
liens, or encumbrances. Unless Lessor gives written notice of a new address, all
payments under this Lease shall be sent to Lessor at the address provided by
Lessor. Each payment received, at lessor's discretion, will be applied first to
the oldest charge due under the Lease. LESSEE AGREES THAT TIME IS OF THE ESSENCE
AND TO MAKE PAYMENTS REGARDLESS OF ANY PROBLEMS LESSEE MIGHT HAVE WITH THE
EQUIPMENT INCLUDING ITS OPERATION, CAPABILITY, INSTALLATION, OR REPAIR AND
REGARDLESS OF ANY CLAIM, SETOFF, DEFENSE LESSEE MIGHT HAVE AGAINST THE VENDOR OR
MANUFACTURER ("SUPPLIER"), SALESPERSON, OR OTHER THIRD PARTY. Without Lessor's
prior written consent, any payment to lessor of a smaller sum than due at any
time under the Lease shall not constitute a release or an accord and
satisfaction for any greater sum due, or to become due, regardless of any
endorsement restriction, unless otherwise agreed by both parties in a signed
writing. An advance payment shall be held by Lessor as a nonrefundable deposit,
which shall not bear interest and may be commingled with other funds. In case
the Lease is never finalized, the advance payment will be retained by Lessor in
liquidation of documentation and processing expenses, unless the application is
rejected by Lessor.

5. TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay all licensing, filing and
registration fees; to keep the Equipment free of all liens and encumbrances; TO
SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; TO PAY ALL PERSONAL
PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT; to pay all other taxes,
assessments, fees and penalties which may be levied or assessed in respect to
the Equipment, its use or any interest therein, or any lease payments, including
but not limited to all federal, state, and local taxes, however designated,
levied or assessed, whether upon Lessee or Lessor or the Equipment or upon the
sale, ownership, use or operation, excepting any income taxes levied on the
Lessor. Lessor may, at its option, collect from Lessee an escrow fee of up to
35% of the Equipment cost per month for a tax escrow fund. Lessor may, at its
option, pay on Lessee's behalf such taxes and other amounts, file applicable
returns, and collect full reimbursement plus an administrative fee from Lessee.
In addition, Lessee authorizes Lessor to file at Lessor's option informational
financing statements and/or fixture filings without Lessee's signature and, if a
signature is required by law, Lessee appoints Lessor as Lessee's
attorney-in-fact to execute such statements and filings. For purposes of any
filing, Lessee hereby grants Lessor a security interest in all lease payments
and Equipment, and all interest of Lessee therein, and all proceeds and products
thereof, but in no case shall this grant or any filing be deemed to contravene a
true-lease transaction. Lessee agrees to pay Lessor a documentation fee to be
billed with the first lease payment to cover account setup and administrative
costs. Lessee and any guarantor agrees to reimburse Lessor for reasonable costs
incurred in collecting taxes, assessments, or fees for which Lessee is liable,
and any collection charges attributable thereto, including reasonable attorney
fees. Lessee agrees that Lessor is entitled to all tax benefits resulting from
ownership of the Equipment. Lessee agrees that, should any such tax benefits be
disallowed, Lessee shall indemnify Lessor for such loss by paying Lessor an
amount equal to the value of the lost benefits.

6. NOTICE. Until Lessor and Lessee notify each other of any new address in
writing, any invoice, notice of transaction notice required by the Lessor by law
is validly given when mailed postage prepaid by first class mail to the last
known address.

7. SUCCESSORS AND ASSIGNMENTS. LESSEE AGREES NOT TO TRANSFER, SELL, SUBLEASE,
ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE
WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, and even with Lessor's consent,
Lessee shall remain jointly and severally liable to the full extent with
Lessee's assignee. However, in any case, the provisions of this Agreement bind
all heirs, executors, administrators, successor, trustees, and assigns of the
Lessee and any guarantor. LESSOR MAY, AT ITS OPTION ASSIGN ITS RIGHTS AND
INTERESTS UNDER THIS LEASE WITHOUT NOTICE. Lessee agrees that Lessor's assignee
will have the same rights and remedies that Lessor now has. Lessee agrees that
the rights of Lessor's assignee will not be subject to claims, defenses, or
setoffs that Lessee may have against Lessor. Lessee agrees that Lessor is not an
agent of Lessor's assignee and that Lessor has no affiliation with such assignee
except for such assignment. Lessee stipulates that any such assignment by Lessor
shall not materially change Lessee's duties, obligations or risks under this
Lease.

8. OWNERSHIP AND TITLE. Lessor is the sole owner of the Equipment, has sole
title and all residual rights, has the right to inspect the Equipment, and has
the right to affix and display a notice of Lessor's ownership thereon. The
Equipment shall remain Lessor's personal property whether or not affixed to
realty and shall not be part of any real property on which it is placed. At
Lessor request, Lessee shall contain a landlord and/or mortgage waiver for the
Equipment. All additions, attachments, and accessories placed on the Equipment
become part of the Equipment and Lessor's property. Lessee agrees to maintain
the Equipment so that it may be removed from the property or building where
located without charge.

9. OPERATION AND TERMINATION. Lessee shall be solely responsible for the
installation, operation, and maintenance of the Equipment, shall keep it in good
condition and running order, and shall use and operate the Equipment in
compliance with applicable laws. If the Equipment is of the type not normally
maintainable by the Lessee, the Lessee, at its expense, shall maintain in full
force and effect throughout the Lease term Supplier's standard maintenance
contract. Upon return to Lessor, the Equipment must be eligible, without further
cost or expense, for immediate continuation of coverage under Supplier's
standard maintenance contract. Lessee agrees to keep and use this Equipment only
at the business address specified above, to never abandon or move the Equipment
from that address and relinquish possession of the Equipment except to Lessors's
agent. At the end of the Lease term, Lessee must contact Lessor, who will
designate the return location within the continental United States, and Lessee
shall, at Lessee's expense, immediately crate, insure and return the Equipment
to the designated location in as good a condition as when Lessee received it,
excepting only reasonable wear and tear. Until Lessor actually receives the
Equipment at the return location, the Lease renews automatically from month to
month, and Lessee agrees to continue to make lease payments at the last
effective rate under the lease.

10. RISK OF LOSS AND INSURANCE. Until Lessee has returned the Equipment to the
designated location, Lessee bears the entire risk or loss or damage to the
Equipment, regardless how arising. Lessee shall immediately notify Lessor of the
occurrence of any Loss or other occurrence affecting Lessor's interests and
shall make repairs or corrections at Lessee's expense. In such event, Lessee
agrees to continue to meet all payment and other obligations under the Lease.
Lessee agrees to keep the Equipment insured at Lessee's expense against risks of
loss or damage from any cause whatsoever. Lessee agrees that such insurance
shall not be less than the unpaid balance of the Lease plus the then current
fair market value of the Equipment. Lessee also agrees that the insurance shall
be in such additional amount as is reasonable to cover Lessor for public
liability and property damage arising from the Equipment or Lessee's use of it.
Lessee agrees to name Lessor as the loss payee and an additional insured. Each
policy shall provide that the insurance cannot be canceled without thirty days
prior written notice to Lessor. Upon request by Lessor, Lessee agrees to furnish
proof of each insurance policy including a certificate of insurance and a copy
of the policy. The proceeds of such insurance shall be applied at Lessor's sole
election toward the replacement or repair of the Equipment or payment towards
Lessee's obligations. Lessee appoints Lessor as attorney-in-fact to make any
claim for, receive payment of, or execute or endorse all documents, checks or
drafts for loss or damage or return of premium under such insurance. Because of
increased credit risks to Lessor when not insured by Lessee, Lessee agrees to
pay to Lessor each month a risk charge stipulated and liquidated at 25% of
Lessor's original Equipment cost until Lessee provides proof of compliance with
insurance requirements. In spite of the payments of such risk charge, Lessee has
no right or claim to any insurance benefits from Lessor. Lessee is still liable
for all losses, and such risk charge is not in lieu of the insurance
requirements of this Lease.

11. INDEMNITY. Lessee agrees to indemnify and hold Lessor harmless from and
against, any and all losses, damages, injuries, claims, demands, and expenses (a
"Claim"), including any and all attorney's fees and legal expenses, arising from
or caused directly or indirectly by any actual or alleged use, possession,
maintenance, condition (whether or not latent or discoverable), operation,
location, delivery or transportation of any item of Equipment. Should Lessee be
entitled under applicable law to revoke its acceptance of the Equipment, Lessee
agrees to pay and indemnify lessor for any payment by lessor to the Supplier of
the Equipment.

12. COLLECTION CHARGES AND ATTORNEY'S FEES. If any part of any sum is not paid
when due, Lessee agrees to pay Lessor a) in the first month, a late charge to
compensate Lessor for collecting and processing the late sum, such late charge
is stipulated and liquidated at the greater of $.15 per dollar of each delayed
sum or $.15 plus b) a charge for every month after the first month in which the
sum is late to compensate Lessor for the inability to reinvest the sum, such
charge is stipulated and liquidated at 1 1/2 % per month, or when less, the
maximum allowed by NEW JERSEY or other applicable law, plus c) a collection call
charge to compensate Lessor for the time and expense in making any call, such
collection call charge is stipulated and liquidated at $15.50 per collection
call, plus d) a personal visit charge equal to actual out-of-pocket expenses to
compensate Lessor for the time and expense of all collection efforts, plus e) a
returned check or non-sufficient funds ("NSF") charge to reimburse Lessor for
its time and expense incurred with respect to a check that is returned for any
reason, such NSF charge is stipulated and liquidated at the greater of $50 or
actual bank charges to Lessor, plus other amounts allowed by law.

LESSEE AND ANY GUARANTOR AGREE TO PAY ALL COSTS OF COLLECTION, INCLUDING
COLLECTORS' CONTINGENCY FEES, AND TO PAY LESSOR'S REASONABLE ATTORNEY FEES AS
DAMAGES AND NOT COSTS in all proceedings arising under this Lease, such
proceedings include any arbitration, bankruptcy proceeding, civil action,
mediation, counter claim on which Lessor prevails, or post-judgment action or
appeal with respect to any of the foregoing. A reasonable attorney fee is not
less than the greater of $300 or 25% of Lessor's total amount in collection.

13. DEFAULT. Lessee shall be in default of this Lease on any of the following
events: a) Lessee fails to pay any month's rent within ten days after it
first becomes due; b) Lessee assigns, moves, pledges, subleases, sells or
relinquishes possession of the Equipment, or attempts to do so, without
Lessor's written authorization; c) Lessee breaches any of its warranties or
other obligations under this Lease, or any other agreement with Lessor and
fails to cure such breach within ten days after Lessor sends notice of the
existence of such breach; d) any execution or writ of process is issued in
any action or proceeding to seize or detain the Equipment; e) Lessee or any
guarantor gives Lessor reasonable cause to be insecure about Lessee's
willingness or ability to perform obligations under the Lease or any other
agreement with Lessor; f) Lessee or any guarantor dies, becomes insolvent or
unable to pay debts when due, stops doing business as a going concern,
merges, consolidates, transfers all or substantially all of its assets, makes
an assignment for the benefit of creditors, appoints a trustee or receiver or
undergoes a substantial deterioration of financial health or; g) Lessee or
any guarantor fails to reaffirm this Lease obligation within sixty (60) days
of the filing of any petition for protection under the United States
Bankruptcy code.

14. REMEDIES. a) Should Lessee default, Lessor has the right to collect and
to exercise any or all of the following: 1) Lessor may, without notice,
accelerate all sums under the Lease and any other agreement with Lessor, and
require Lessee to immediately pay Lessor all sums that are already due and
the discounted value of those that will become due, including the lease-end
fair market value of the Equipment (subject to 15b); 2) All lost or
recaptured Tax benefits to Lessor shall also be immediately due and payable
from the Lessee; 3) Lessor has the right to immediately retake possession of
the Equipment without any court order or other process of law and for such
purpose may enter upon any premises where the Equipment may be, remove the
same and apply any proceeds as provided below. Lessee shall be liable for all
reasonable costs and expenses incurred in the repossession, recovery,
storage, repair, sale, re-lease or other disposition of the Equipment; 4)
Lessor has the right to exercise any remedy at law or equity, notice thereof
being expressly waived by Lessee and any guarantor; 5) Lessor's action or
failure to act on one remedy constitutes neither an election to be limited
thereto nor a waiver of any other remedy or a release of Lessee from the
Liability to return the Equipment or for any loss or Claim with respect
thereto; 6) The provisions of this Lease are severable and shall not be
affected or impaired if any one provision is held unenforceable, invalid, or
illegal. Any provision held in conflict with any statute or rule of law shall
be deemed inoperative only to the extent of such conflict and shall be
modified to conform with such statute or rule; b) To the extent permitted by
applicable law, Lessee hereby waives Lessee's right to: 1) cancel or
repudiate this lease; 2) revoke acceptance of or reject the Equipment; 3)
claim a security interest in the Equipment; 4) accept partial delivery of the
Equipment; 5) sell or dispose of the Equipment upon rejection or revocation;
6) seek "cover" in substitution for the Lease from Lessor; and 7) claim an
agency relationship between Supplier and Lessor.

15. MITIGATION OF DAMAGES. In furtherance of the mitigation of damages,
Lessee and any guarantor agree and stipulate: a) Each accelerated sum and
lease-end fair market value shall have a discounted or present value computed
at 6% per annum. A single payment present worth factor shall be applied to
the lease-end fair market value. A uniform series present worth factor shall
be applied to the accelerated periodic payments; b) Should Lessor use or
dispose of any returned or repossessed Equipment, Lessor will credit the
amount that Lessee owes with any excess which Lessor actually recovers over
the cost of retaking and disposing of the equipment. Such credit shall not be
deemed to be an equity offset but shall be in full mitigation of Lessor's
repossession of the Equipment before the end of the Lease; c) To encourage
and facilitate settlement of any dispute, and at apportion litigation costs
associated therewith, any deposition of any witness, whether a party or not,
shall be taken by telephone and/or by video tape in the county where the
witness works or resides. Such deposition may be used for any purpose
including any discovery, trial, or proceeding as long as the deponent resides
or works more than 100 miles away therefrom. No party shall require any
witness to attend any deposition, trial, or proceeding more than 100 miles
from where that witness resides or works without first tendering to that
witness full payment of all costs reasonably necessary to allow such
attendance including travel, transportation, lodging and meal; d) Lessor or
Lessee may submit any matter arising out of this transaction, including any
claim, counterclaim, setoff, or defense, to binding arbitration by the
American Arbitration Association in New Jersey. The decision and award of the
arbitrator(s) shall be final and binding and may be entered as rendered in
any court having jurisdiction thereof; e) Any action under this Lease by
Lessee for claims against Lessor for indemnity, misrepresentation, product
liability, breach of warranty and contract default shall be commenced within
one (1) year after any such cause of action accrues.

16. CONSENT TO NEW JERSEY LAW, JURISDICTION, VENUE, AND NON-JURY TRIAL. Lessee
and any guarantor consent, agree, and stipulate that: a) this Lease shall be
deemed fully executed and performed in the State of NEW JERSEY and shall be
governed by and construed in accordance with the laws thereof; and b) in any
action, proceeding, or appeal on any matter related to or arising out of this
Lease, the Lessor, Lessee and any guarantor; 1) SHALL BE SUBJECT TO THE PERSONAL
JURISDICTION OF THE STATE OF NEW JERSEY, including any state or federal court
sitting therein, and all court rules therefrom; 2) SHALL ACCEPT VENUE IN ANY
FEDERAL OR STATE COURT IN NEW JERSEY; and 3) EXPRESSLY WAIVE ANY RIGHT TO A
TRIAL BY JURY so that trial shall be by and only to the court.

17. CONSENT TO SERVICE OF PROCESS. Lessee and any guarantor agree that any
process served for any action or proceeding shall be valid if mailed by
certified mail, return receipt requested, with delivery restricted to the
Lessee, its registered agent, or any agent appointed in writing to accept
such process. Lessee and any guarantor accordingly hereby expressly appoint
APPOINTED SERVICES, or its successor, in NEW JERSEY as THEIR AGENT TO ACCEPT
SERVICE of such process in connection with this Lease.

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CC FINANCE L.L.C.
Raritan Plaza III, Fieldcrest Ave. #500
Edison, New Jersey 08837
(732) 417-0600