MASTER LEASE AGREEMENT


MASTER  LEASE  AGREEMENT  dated  as of  October  10,  1995  between  Southbridge
Financial Corp., a Delaware corporation ("Lessor"), and American Hotel Exchange,
Inc.,  a  Florida  corporation  ("Lessee").   In  Consideration  of  the  mutual
agreements hereinafter set forth and the payment of rent as herein provided, the
parties hereto agree as follows:

1. Property Leased.  Lessor hereby rents,  demises and lets to Lessee all of the
tangible personal property (the "Equipment")  listed on each equipment  schedule
("Equipment  Schedule")  executed,  from time to time,  pursuant  to this Master
Lease. Each Equipment  Schedule shall be substantially in the form of Exhibit A,
shall  incorporate  therein all of the terms and conditions of the Master Lease,
shall contain such  additional  terms and  conditions as Lessor and Lessee shall
agree and shall  constitute  a  separate,  distinct  and  independent  lease and
contractual obligation of Lessee.

2. Definitions. 2.1 "Installation Date" means, as to each Item of Equipment 
designated on any Equipment Schedule, the date determined in accordance with 
such Equipment Schedule.

         2.2. "Commencement Date" means, as to each Equipment Schedule, the Date
determined in accordance with such Equipment Schedule.

         2.3. "Event of Default" has the meaning specified in Section 14 hereof.

         2.4. "Item" means any individual item or items of Equipment identified
in an Equipment Schedule.

         2.5. "Lease" means an Equipment Schedule as it incorporates the terms 
of the Master Lease, together with any riders, supplements and amendments to
such Equipment Schedule and Master Lease.

         2.6. "Manufacturer" means the manufacturer of the Equipment.

         2.7. "Potential Event of Default" means any event which with the lapse
of time or the giving of notice, or both, would constitute an Event of Default.

         2.8 "Guarantor" means AMNEX, Inc., the parent company of Lessee.

         2.9 "Guaranty" means the guaranty of Guarantor delivered pursuant to 
Section 15.11.

3. Term and Lease  Termination  Option.  3.1 Term.  The term of the Master Lease
shall  commence on the date set forth above and shall continue in effect so long
as any Equipment  Schedule remains in effect. The lease term for each Item shall
commence  on the  Installation  Date for such  Item and  shall  continue  for an
initial  period  ending that number of months from the  Commencement  Date as is
specified in the  applicable  Equipment  Schedule (the "Initial  Term").  On the
Installation  Date for each Item of Equipment,  Lessee shall execute and deliver
to Lessor a Certificate of Acceptance substantially in the form of Exhibit B.

         3.2  Lease  Termination  Option.  So long as no  Event  of  Default  or
Potential  Event of Default shall have occurred and be continuing,  Lessee shall
have the right to purchase  the  Equipment on an "as is, where is" basis for the
sum of $1.00.  At such time,  Lessor  shall  deliver to Lessee a Bill of Sale to
evidence such sale.


<PAGE>




4. Rent and  Payment.  Rent shall begin to accrue on the  Installation  Date and
Lessee shall pay to Lessor, as rental for the Equipment during the Initial Term,
the rent set forth in the applicable Equipment Schedule ("Rent"), which shall be
due and payable on the dates ("Rent  Payment  Dates")  specified  therein.  Rent
shall be paid to Lessor at the  address  set forth for  Lessor in the  Equipment
Schedule or at such other place as Lessor shall  designate in writing,  or if to
an  assignee  of  Lessor,  at such place as such  assignee  shall  designate  in
writing,  and shall be paid free and clear of all  claims,  demands  or  setoffs
against  Lessor or such  assignee or any other  party.  Whenever any payment (of
Rent or otherwise) is not made when due hereunder,  Lessee shall pay interest on
such amount until and  including  the date of payment,  at the lesser of (a) the
Overdue Rate specified in the applicable Equipment Schedule, and (b) the maximum
allowable rate of interest permitted by law.

5.  Selection;  Warranty and  Disclaimer of  Warranties.  Lessee  represents and
warrants that it selects the  Equipment  based on its own judgment and expressly
disclaims any reliance upon statements made by Lessor.  Lessee authorizes Lessor
to insert in each Equipment  Schedule the serial  numbers and other  identifying
data of the Equipment.  Lessor  warrants to Lessee that, so long as Lessee shall
not be in default of any of the provisions of the applicable Equipment Schedule,
neither  Lessor nor any Assignee or Secured  Party (as such terms are defined in
Section 6.3) of Lessor will disturb  Lessee's  quiet and peaceful  possession of
the Equipment and Lessee's  unrestricted  use thereof for its intended  purpose.
LESSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING,  WITHOUT  LIMITATION,  THE DESIGN OR CONDITION OF THE EQUIPMENT,  ITS
MERCHANTABILITY  OR ITS  FITNESS OR CAPACITY OR  DURABILITY  FOR ANY  PARTICULAR
PURPOSE,  THE  QUALITY  OF THE  MATERIAL  OR  WORKMANSHIP  OF THE  EQUIPMENT  OR
CONFORMITY OF THE EQUIPMENT TO THE PROVISIONS AND SPECIFICATIONS OF ANY PURCHASE
ORDER OR ORDERS RELATING THERETO AND, AS TO LESSOR,  LESSEE LEASES THE EQUIPMENT
"AS IS". Lessor shall not be liable, to any extent whatever,  for the selection,
quality,  condition,   merchantability,   suitability,   fitness,  operation  or
performance of the Equipment.  Without limiting the generality of the foregoing,
Lessor shall not be liable to Lessee for any liability,  claim,  loss, damage or
expense  of any kind or nature  (including  strict  liability  in tort)  caused,
directly or  indirectly,  by the  Equipment  or any  inadequacy  thereof for any
purpose, or any deficiency or defect therein, or the use or maintenance thereof,
or any repairs,  servicing or adjustments thereto; or any delay in providing, or
failure to provide,  any part  thereof,  or any loss of business,  or any damage
whatsoever and howsoever  caused except for any such loss caused directly by the
gross   negligence  or  willful   misconduct  of  Lessor,   or  its  agents  and
representatives.  Lessor  hereby  appoints  Lessee as Lessor's  agent to assert,
during the term of the applicable Equipment Schedule,  any right Lessor may have
to enforce the Manufacturer's warranties, if any; provided, however, that Lessee
shall  indemnify and hold Lessor and any Assignee or Secured Party harmless from
and against any and all claims, costs, expenses, damages, losses and liabilities
incurred or suffered by it as a result of or incident to any action by Lessee in
connection therewith.

6. Title and Assignment. 6.1 Title. Nothing contained herein or in any Equipment
Schedule shall give or convey to Lessee any right, title or interest in or to
the Equipment, except as a lessee as set forth therein and Lessee represents and
agrees that Lessee shall hold the Equipment subject and subordinate to the 
rights of Lessor, any Assignee and any Secured Party, and Lessee shall furnish

                                        2

<PAGE>



Lessor with such  documentation as Lessor shall reasonably  request with respect
thereto.  Lessor is hereby authorized by Lessee,  at Lessor's expense,  to cause
this Master Lease,  any Equipment  Schedule or any statement or other instrument
in respect of any  Equipment  Schedule as it may deem  necessary or  appropriate
showing  the  interest of Lessor,  any  Assignee  and any  Secured  Party in the
Equipment to be filed in all  jurisdictions  deemed by Lessor to be necessary or
appropriate  and Lessee agrees to execute and deliver  Uniform  Commercial  Code
financing statements reasonably requested by Lessor for such purpose. Lessee, at
its expense,  shall protect and defend Lessor's title as well as the interest of
any  Assignee  and any Secured  Party  against all persons  claiming  against or
through Lessee and shall at all times keep the Equipment free and clear from any
legal process,  liens or encumbrance whatsoever (except any placed thereon by or
through Lessor) and shall give Lessor immediate written notice thereof and shall
indemnify and hold Lessor,  any Assignee and any Secured Party harmless from and
against any loss caused thereby.

         6.2 Sublease or Relocation by Lessee. Provided that no Event of Default
or Potential Event of Default shall have occurred and be continuing, Lessee may,
upon not less than thirty (30) days' prior  written  notice to Lessor,  relocate
the equipment to any location within any state of the continental  United States
where the Uniform  Commercial  Code is in effect.  In the event of a relocation,
Lessee shall cooperate with Lessor in taking all reasonable  measures to protect
the title of Lessor or any Assignee and the interest of any Secured Party to and
in the Equipment and the Lease. No relocation  permitted hereunder shall relieve
Lessee from any of its obligations  under the Lease and Lessee hereby waives any
rights it may now have or  hereafter  acquire  to avoid any such  obligation  by
reason of such relocation or any circumstance  arising  therefrom.  Lessee shall
not  sublease  the  Equipment  or assign this Lease  without  the prior  written
consent of Lessor, which consent shall not be unreasonably withheld.

         6.3 Assignment by Lessor.  (a) Lessee  acknowledges  Lessor's intent to
have the ability to sell and assign its interest,  or grant a security  interest
for the purpose of securing an obligation, in and to each Equipment Schedule and
the  Equipment  listed  therein  in  whole  or in  part to a  security  assignee
("Secured Party") for the purpose of securing a loan to Lessor.  Lessor may also
sell and  assign  its  rights as owner and  lessor  of the  Equipment  under any
Equipment Schedule to an assignee ("Assignee") which, at the option of Lessor or
the Assignee, may be represented by a bank or trust company acting as a trustee,
in which case such trustee  shall be the Assignee.  After any such  assignments,
the term Lessor shall mean, as the case may be, such Assignee or trustee and any
Secured  Party.  Lessee  hereby  consents  to  any  such  assignment  and  shall
acknowledge  such  assignment or  assignments  as shall be designated by written
notice, substantially in the form of Exhibit C hereto, given by Lessor to Lessee
and further  covenants and agrees that:  (i) any Secured Party or Assignee shall
have and be entitled to exercise any and all  discretions,  rights and powers of
Lessor  hereunder or under any  Equipment  Schedule,  but such secured  party or
Assignee  shall not be  obligated  to perform any of the  obligations  of Lessor
hereunder or under any Equipment Schedule; (ii) Lessee shall pay to such Secured
Party as Assignee as shall be  designated  in such notice,  all Rent and any and
all other  amounts  designated  in such notice which are payable by Lessee under
any Equipment Schedule, notwithstanding any defense, counterclaim, recoupment or
setoff of  whatever  nature,  whether  by  reason  of  breach of such  Equipment
Schedule  or  otherwise,  which it may or might now or  hereafter  have  against
Lessor or Secured  Party or any other  party;  (iii)  Lessee  will  execute  and
deliver such further documentation as such Secured Party or Assignee may

                                        3

<PAGE>



reasonably  require to perfect or further the  assignments  contemplated by this
Section 6.3; and (iv) subject to and without  impairment  of Lessee's  leasehold
rights in and to the  Equipment,  Lessee  holds the  Equipment  for such Secured
Party or Assignee to the extent of such  Secured  Party's or  Assignee's  rights
therein.

(b)  Notwithstanding any assignment of Lessor's rights hereunder to an Assignee,
Secured Party or any other person or entity,  Lessor agrees that it shall remain
principally responsible and obligated to perform all of Lessor's obligations and
agreements hereunder.  Lessee shall maintain its right to have recourse directly
against Lessor on account of any breach by Lessor of its obligations  hereunder.
Each Secured Party and Assignee shall covenant that it will not disturb Lessee's
quiet and peaceful  possession of such Equipment or its unrestricted use thereof
for its intended  purpose  during the term hereof so long as no Event of Default
has occurred and is continuing.

7. Net Lease; Taxes and Fees. 7.1 Net Lease. Each Equipment Schedule constitutes
a net lease. Lessee's obligation to pay all Rent and any and all other amounts 
payable by Lessee under any Equipment Schedule shall be absolute and 
unconditional and shall not be subject to any abatement, reduction, setoff, 
defense, counterclaim, interruption, deferment or recoupment for any reason
whatsoever, and such payments shall be and continue to be payable in all events.

      7.2  Taxes  and  Fees.  Lessee  covenants  and  agrees  to pay when due or
reimburse  and  indemnify  and hold Lessor  harmless from and against all taxes,
fees or other  charges  of any  nature  whatsoever  (together  with any  related
interest or penalties) now or hereafter  imposed or assessed  during the term of
each Equipment Schedule against Lessor,  Lessee or the Equipment by any federal,
state,  county  or local  governmental  authority  upon or with  respect  to the
Equipment  or  upon  the  ordering,  purchase,  ownership,   delivery,  leasing,
possession,  use,  operation,  return or other  disposition  thereof or upon the
rents,  receipts or earnings  arising  therefrom  or upon or with respect to any
Equipment  Schedule  (excepting only federal,  state and local taxes based on or
measured by the net income of Lessor).  To the extent  permitted  by  applicable
law, Lessee shall prepare (in such manner as will show Lessor's ownership of the
Equipment)  and timely file all tax returns  required in  connection  with taxes
payable by Lessee hereunder.

8. Care, Use and Maintenance, etc. 8.1 Care, Use and Maintenance. (a) Lessee 
shall, at its sole expense, at all times during the term of each Equipment 
Schedule, maintain the Equipment in good operating order, repair, condition and
appearance and protect the Equipment from deterioration, other than normal wear
and tear.

(b) Lessee shall not use the Equipment for any purpose other than that for which
it was designated  Lessee covenants that the Equipment will at all times be used
and  operated  in  accordance  with  the  Manufacturer's   instructions  and  in
compliance  with any  restriction  contained  in the  Manufacturer's  warranties
regarding  the Equipment and with any and all  statutes,  laws,  ordinances  and
regulations of any  government  agency  applicable to the Equipment  Lessee will
ensure,  by contract or otherwise,  that any Equipment  affixed to real property
does not become the property of the real  property  owner or any party holding a
security interest therein,  without the prior written consent of Lessor, and any
such  Equipment  that is so affixed will be affixed  subject to such  reasonable
conditions  as Lessor may impose for its  protection,  and Lessee  will  provide
Lessor with such landlord's and mortgagee's waivers as Lessor may request in
connection therewith

                                        4

<PAGE>





         8.2 Alterations and Attachments. Lessee will not, without prior written
consent of Lessor,  affix or install any  accessory,  equipment or device on the
Equipment  leased  hereunder  which will either impair the  originally  intended
function or use of such Equipment or cannot be readily  removed  without causing
material damage to such Equipment.  All such accessories,  equipment and devices
furnished,  attached  or affixed to the  Equipment  shall  thereupon  become the
property  of Lessor  (except  such as may be  readily  removed  without  causing
material damage to the Equipment)

         8.3 Inspection by Lessor. Upon the request of Lessor,  Lessee shall, at
reasonable  times  during  business  hours  and  subject  to  Lessee's  and  the
applicable   property  owner's  or  manager's   normal   security,   safety  and
confidentiality  regulations,   make  the  Equipment  available  to  Lessor  for
inspection at the place where it is normally located and shall make Lessee's log
and  maintenance  records  pertaining to the  Equipment  available to Lessor for
inspection.

9. Representations and Warranties. 9.1 Representations and Warranties of Lessee.
Lessee  represents,  warrants and  covenants  that,  with respect to this Master
Lease  and  each  Equipment  Schedule  executed  hereunder,  (a) the  execution,
delivery  and  performance  thereof by Lessee have been duly  authorized  by all
necessary  corporate action and do not conflict with Lessee's charter or by-laws
or with any indenture,  contract or agreement by which it is bound,  or with any
statute,  judgment,  decree,  rule  or  regulation  binding  upon  it;  (b)  any
individual  executing this Master Lease or any documents delivered in connection
herewith on behalf of Lessee is duly  authorized  to do so; (c) the Master Lease
and each Equipment  Schedule  constitute legal,  valid and binding agreements of
Lessee  enforceable  in  accordance  with their  respective  terms;  and (d) the
Equipment  is personal  property  and when subject to use by Lessee will not, in
accordance with Lessee's  service  contract with the relevant  property owner or
manager, be deemed to become fixtures under applicable law.

      9.2 Representations and Warranties of Lessor. Lessor represents,  warrants
and covenants that, with respect to the Master Lease and each Equipment Schedule
executed  hereunder,  (a) the  execution,  delivery and  performance  thereof by
Lessor have been duly  authorized by all  necessary  corporate  action;  (b) any
individual  executing this Master Lease or any documents delivered in connection
herewith  on behalf of Lessor is duly  authorized  to do so;  and (c) the Master
Lease and each Equipment Schedule constitute legal, valid and binding agreements
of Lessor enforceable in accordance with their respective terms.

10. Delivery of Equipment. Lessee hereby assumes the full expense of 
transportation to the premises designated by Lessee (including in-transit 
insurance) and installation thereat of the Equipment.

11. Labeling. Lessee covenants and agrees that, upon request of Lessor, it shall
cause the Equipment to be plainly,  permanently  and  conspicuously  marked,  by
stenciling  or by metal tag or plate  affixed  thereto  as  supplied  by Lessor,
indicating  Lessor's  interest in the  Equipment.  Lessee shall replace any such
stenciling,  tag or plate which may be removed or destroyed or become illegible.
Lessee shall keep all Equipment free from any marking or labeling which might be
interpreted  as a claim of  ownership  thereof by Lessee or any party other than
Lessor or anyone so claiming through Lessor.

                                        5

<PAGE>




12.  Loss  Indemnification.  Lessee  shall and does  hereby  indemnify  and hold
Lessor, any Assignee and any Secured Party harmless from and against any and all
claims,  costs,   expenses,   damages  and  liabilities,   including  reasonable
attorneys'  fees  (a  "Claim"),   arising  out  of  the  ownership,   selection,
possession,  leasing, renting, operation,  control, use, maintenance or delivery
of the Equipment. Notwithstanding the foregoing, Lessee shall not be responsible
under the terms of this  Section  12 to a party  indemnified  hereunder  for any
Claim  occasioned  by  the  gross  negligence  or  willful  misconduct  of  such
indemnified  party.  Lessee  shall  notify  Lessor  immediately  upon its having
knowledge  thereof  of  any  Claim  arising  out  of  the  alleged  or  improper
manufacturing,  functioning  or  operation  of any  Item  of  Equipment,  and as
promptly  as  practicable  furnish  Lessor  with  details  thereof and copies of
documents pertaining thereto.

13. Risk of Loss and  Insurance.  13.1 Risk of Loss.  Lessee hereby  assumes the
entire risk of loss,  damage,  theft or destruction of the Equipment,  including
during shipment of the Equipment to Lessee, and ending upon Lessee's purchase of
the Equipment  pursuant to Section 3.2, and no such loss,  damage or destruction
shall relieve  Lessee of any of its  obligations  under any  Equipment  Schedule
executed hereunder.  In the event the Equipment is lost,  damaged,  destroyed or
stolen,  or title thereto  shall be taken by any  governmental  authority  under
power of eminent  domain or  otherwise  (an "Event of Loss"),  Lessee shall give
Lessor immediate  notice thereof if the aggregate cost of the damaged  Equipment
at one  location  exceeds  $3,000,  and in any event,  shall (a) have the damage
repaired at its expense,  without interruption of payment of Rent, or (b) if the
Equipment so damaged cannot be repaired, or if the Equipment was lost, destroyed
or title thereto taken then, at Lessor's option,  either (x) continue the Lease,
without interruption,  as if not such damage had occurred,  and promptly replace
the  Equipment  with  like-kind  equipment  reasonably  satisfactory  to  Lessor
("Replacement  Equipment");  provided,  however,  that (A) Lessee  transfers  or
causes  to be  transferred  to  Lessor  or its  order  (by bill of sale or other
documents  necessary to effect such transfer) such Replacement  Equipment,  free
and  clear  of all  security  interests,  liens,  leases,  claims,  charges  and
encumbrances,  and (B) such Replacement Equipment has a fair market value at the
time of such  replacement  not less than the fair market value of the  Equipment
being  replaced  immediately  prior to the damage or  destruction  requiring its
replacement,  or (y) on the next Rent  Payment Date pay to Lessor the greater of
(i) the fair market  value of any  irreparably  damaged  Equipment,  or (ii) the
Stipulated  Loss  Value  (as  set  forth  in the  relevant  Equipment  Schedule)
applicable  to such Lease and all Rent  charges  and other  charges  accrued and
unpaid to and including the date of such payment.

         Lessee shall give Lessor notice,  immediately upon its having knowledge
thereof,  of any damage to, or loss or destruction  of, any Equipment  having an
aggregate  cost at one  location in excess of $3,000.  All proceeds of insurance
received by Lessor or Lessee under the policy  referred to in Section 13.2 shall
be applied  toward the cost of repair or  replacement  of the  Equipment  or, if
applicable,  to  reimburse  Lessee for the amount of any  Stipulated  Loss Value
actually  paid by Lessee to  Lessor.  Upon  replacement  or  payment of the fair
market value or Stipulated  Loss Value as provided  herein  above,  title to the
irreparably  damaged  Item or Items of  Equipment  shall  transfer to Lessee (or
Lessee's designee as may be required under the provisions of an insurance policy
or  maintenance  agreement  provided by Lessee with respect to the  Equipment or
otherwise) on an "as is" basis, without recourse or warranty.

         13.2 Insurance. (a) Lessee will, at all times prior to its purchase of
the Equipment from

                                        6

<PAGE>



Lessor pursuant to Section 3.2, at its own expense,  carry and maintain or cause
to be  carried  and  maintained  (i)  property  insurance  with  respect  to the
Equipment,  and (ii)  public  liability  insurance  with  respect to third party
personal and property  damage,  in each case with no greater  deductibles and at
least  comparable in amounts and against risks  customarily  insured  against by
Lessee  with  respect to  equipment  it owns or leases  similar in nature to the
Equipment.  Property  insurance with respect to the Equipment in any event shall
be in an amount at least equal to the greater of (i) the fair market replacement
value of the Equipment, or (ii) the Stipulated Loss Value, if any, applicable to
the  relevant  Lease.  Public  liability  insurance  with respect to third party
personal and  property  damage in any event shall be for an amount not less than
$5,000,000 per occurrence.  Any policies of insurance carried in accordance with
this Section 13.2 shall (i) require 30 days prior notice to Lessor, any Assignee
and any  Secured  Party of  cancellation,  invalidation  or  material  change in
coverage,  (ii) name Lessor,  any Assignee and any Secured  Party as  additional
insured,  and provide  that the policy  shall be treated with respect to each of
them as if it were a separate  policy,  (iii)  provide  that such  insurance  is
primary and without right of  contribution  from any other insurance which might
otherwise  be  available to the  additional  insureds,  (iv) provide that in the
event of any loss payment under a property policy the proceeds  thereof shall be
payable to Lessee,  Lessor, any Assignee and any Secured Party as their interest
may appear, (v) expressly provide that any obligations imposed upon the insureds
(including,  without  limitation,  the obligation to pay premiums)  shall be the
obligation  solely of Lessee and not the obligation of the  additional  insureds
and that any rights of the insurer for setoff, counterclaim or other deductions,
and any rights of  subrogation  against  Lessor,  any  Assignee  and any Secured
Party,  are  waived  by such  insurer,  and  (vi) be  written  by a  company  of
recognized responsibility which is reasonably acceptable to Lessor.

          (b) On or prior to the Installation  Date and thereafter not less than
five days prior to any  expiration  date of a policy  required  pursuant to this
Section  13.2,  Lessee  shall  deliver  to Lessor  and any  additional  insureds
certificates of insurance  issued by the insurers  thereunder or by an insurance
broker  authorized to bind such  insurers  evidencing  the insurance  maintained
pursuant to this Section 13.2;  provided,  however,  that if the delivery of any
certificate  is delayed,  Lessee shall  deliver an executed  binder with respect
thereto and shall deliver the formal certificate upon receipt thereof.

         (c) Lessee irrevocably appoints Lessor as Lessee's  attorney-in-fact to
make claim for,  receive  payment of, and execute any and all documents that may
be required to be provided to the  insurance  carrier in  substantiation  of any
claim for loss under any  insurance  policy and to endorse  Lessee's name to any
and all drafts or checks in payment of the loss proceeds.

         (d)  Notwithstanding  the  foregoing  provisions  of this Section 13.2,
Lessee may self-insure  with respect to damage to the Equipment,  or third party
personal and property damage, or both,  provided that (i) such self-insurance is
consistent with the self-insurance practices of Lessee with respect to equipment
it  owns  similar  in  nature  to the  Equipment,  (ii) a  description  of  such
self-insurance  practices  including any limits or  restrictions  on coverage is
provided in writing to Lessor and any  Assignee or Secured  Party upon  request,
and (iii) Lessor shall in its sole discretion agree to accept  self-insurance in
lieu of the foregoing insurance requirements set forth in this Section 13.2.

14. Default. 14.1 Definition. The occurrence of any one or more of the following
events shall

                                        7

<PAGE>



constitute an Event of Default under ln Equipment Schedule:  (a) Lessee fails to
pay any  installment  of Rent or other  charge  payable  by  Lessee  under  such
Equipment  Schedule  when the same  becomes  due and  payable  and such  default
continues for a period of five business  days after  written  notice  thereof to
Lessee; or (b) Lessee or Guarantor fails to perform any other term,  covenant or
condition of such  Equipment  Schedule or any Guaranty  delivered in  connection
therewith,  and such  failure  continues  uncured  for a period of 15 days after
written notice; or (c) with respect to either Lessee or Guarantor, the making of
an assignment by such party for the benefit of its creditors or the admission by
such party in writing of its  inability  to pay its debts as they become due, or
the  insolvency  of such  party,  or the  filing  by such  party of a  voluntary
petition in bankruptcy,  or the adjudication of such party as a bankrupt, or the
filing  by  such  party  of any  petition  or  answer  seeking  for  itself  any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any present or future statute, law or regulation, or the
filing of any answer by such party  admitting,  or the  failure by such party to
deny,  the  material  allegations  of a petition  filed  against it for any such
relief,  or the seeking or consenting by such party to, or  acquiescence by such
party in, the  appointment of any trustee,  receiver or liquidator of such party
or of all or any  substantial  part of the  properties of such party,  to vacate
such appointment; or (d) with respect to either Lessee or Guarantor, the failure
by such party,  within 45 days after the commencement of any proceeding  against
such party seeking any reorganization,  arrangement, composition,  readjustment,
liquidation,  dissolution or similar relief under any present or future statute,
law or regulation,  to obtain the dismissal  such  proceeding or, within 45 days
after the appointment, without the consent or acquiescence of such party, of any
trustee,  receiver or liquidator of such party or of all or any substantial part
of the  properties  of  such  party,  to  vacate  such  appointment;  or (e) any
representation or warranty made by Lessee or Guarantor herein or in any document
or  certificate  delivered by Lessee or Guarantor in connection  herewith  shall
prove to have been incorrect in any material respect when such representation or
warranty  was  made or  given;  (f) an  event  of  default  shall  occur  and be
continuing with respect to any other  indebtedness or lease obligation of Lessee
or  Guarantor  having a  principal  or rental  amount  outstanding  in excess of
$500,000;  or (g)  Lessee  shall,  or shall  attempt to or permit any person to,
remove, sell, transfer,  encumber,  part with possession of, assign, relocate or
sublet any Item or Equipment (except as expressly permitted by the provisions of
this Master Lease).

      14.2  Remedies.  (a) upon the  occurrence of any Event of Default,  Lessor
may, at its option: (i) proceed by appropriate court action, either at law or in
equity,  to enforce  performance by Lessee of the applicable terms and covenants
of the  applicable  Equipment  Schedule  or to  recover  damages  for the breach
thereof;  (ii) by notice to Lessee  terminate  such  Equipment  Schedule;  (iii)
declare immediately due and payable by Lessee, as liquidated damages for loss of
a bargain  and not as a  penalty,  an  amount  equal to the  greater  of (A) the
present value of all sums to be paid by Lessee during the remaining Initial Term
or any Renewal  Term then in effect,  discounted  at the  Acceleration  Rate set
forth in the applicable Equipment Schedule, and (B) the Stipulated Loss Value of
the  Equipment  as of the Rent Payment Date  immediately  preceding  the date on
which  such Event of  Default  occurs:  (iv) take  possession  of the  Equipment
subject to such Equipment Schedule during Lessee's normal working hours, without
demand or notice,  wherever such Equipment may be located.  Lessee hereby waives
any right it may have for damages occasioned by any repossession.  Any taking of
possession   pursuant  to  this  subsection  shall  not  in  itself   constitute
termination  of any  Equipment  Schedule  and shall not,  in any event,  relieve
Lessee of its obligations thereunder; and (v) enforce any of its rights against
Guarantor under the Guaranty.

                                        8

<PAGE>





(b) Upon taking of possession of any Equipment pursuant to Section  14.2(a)(iv),
Lessor may, at its option and without  notice to Lessee,  lease the  repossessed
Equipment  to any  third  party on such  terms  and  conditions  as  Lessor  may
determine or sell such  Equipment at public  auction or at private  sale. In the
event that Lessor leases or sells such repossessed  Equipment,  the Net Proceeds
(as defined  below)  shall first be credited to amounts due and owing by Lessee,
and shall then be used to reimburse  Lessee for any  liquidated  damage  payment
made by Lessee pursuant to Section  14.2(a)(iii).  Any surplus shall be retained
by Lessor.  Lessee  shall remain  liable for any  deficiency  resulting  from an
excess of amounts due and owing by Lessee  over Net  Proceeds.  As used  herein,
"Net Proceeds" shall mean the sale price of the Equipment, or the aggregate rent
payable pursuant to a re-lease of the Equipment  discounted at the Overdue Rate,
less  all  costs  and  expenses  (including   reasonable   attorneys'  fees  and
disbursements)  incurred by Lessor as a result of Lessee's  default and Lessor's
exercise of its remedies with respect thereto.  In calculating Net Proceeds with
respect  to a  re-lease  of the  Equipment  for a term that  extends  beyond the
Initial  Term,  only that  portion  of the  re-lease  term which does not extend
beyond the Initial Term shall be used in such calculation.

(c)  Notwithstanding  Lessor's  choice of one or more of the  remedies  provided
herein,  Lessee shall be liable for (i) all sums due and payable for all periods
up to and  including  the date on which  Lessor  declared an Event of Default to
exist, and (ii) all costs, charges and expenses, including reasonable attorneys'
fees and disbursements,  incurred by Lessor by reason of occurrence of any Event
of Default or Lessor's exercise of its remedies hereunder. Any overdue Rent, and
any  unpaid  amounts   payable  as  liquidated   damages   pursuant  to  Section
14.2(a)(iii) shall bear interest at the Overdue Rate until paid in full.

(d) No remedy, referred to herein is intended to be exclusive, but each shall be
cumulative and in addition to any other right or remedy  otherwise  available to
Lessor at law or in equity.

15.  Miscellaneous.  15.1 Entire Agreement.  Lessor and Lessee  acknowledge that
there are no agreements or  understanding,  written or oral,  between Lessor and
Lessee with respect to the Equipment, other than as set forth herein and in each
Equipment  Schedule  and that  this  Master  Lease and each  Equipment  Schedule
contain the entire  agreement  between  Lessor and Lessee with respect  thereto.
Neither this Master Lease nor any Equipment  Schedule may be altered,  modified,
terminated  or discharged  except by a writing  signed by the party against whom
such alteration, modification, termination or discharge is sought.

         15.2 No Waiver;  Cure.  No  omission  or delay by Lessor at any time to
exercise  or  enforce  any  right  or  remedy  reserved  to  it,  or to  require
performance of any of the terms, covenants or provisions hereof by Lessee at any
time  designated,  shall be a waiver of any such right or remedy to which Lessor
is entitled,  not shall it in any way affect the right of Lessor to enforce such
provisions  thereafter.  If Lessee fails to perform any of its obligations under
this Master  Lease,  Lessor or its assigns in addition to their other rights and
remedies may, at the cost and expense of Lessee,  perform such  obligations  but
shall not be obligated to do so. All sums so paid by Lessor or its assigns shall
be immediately  due and payable by Lessee upon demand and shall bear interest at
the Overdue Rate.

                                        9

<PAGE>




      15.3 Binding  Nature.  Each Equipment  Schedule shall be binding upon, and
shall inure to the benefit of, Lessor,  Lessee and their respective  successors,
legal  representatives  and  assigns,  except,  in the case of any  Assignor  or
Secured Party, to the extent set forth in Section 6.3 hereof.

      15.4  Survival  of  Obligations.   All  agreements,   representations  and
warranties  contained  in the Master  Lease,  any  Equipment  Schedule or in any
document  delivered  pursuant hereto or in connection  herewith shall be for the
benefit of Lessor and its successors and assigns and shall survive the execution
and delivery of this Master Lease and the expiration or other termination of the
Master Lease.

         15.5  Notices.  Any notice,  request or other  communication  to either
party by the other as provided for herein shall be given in writing and shall be
deemed  received only upon the earlier of receipt or three days after mailing if
mailed postage prepaid by registered  mail to Lessor or Lessee,  as the case may
be,  at the  address  for such  party  set  forth in the  appropriate  Equipment
Schedule or at such changed address as may be subsequently  submitted by written
notice of either party.

         15.6  Applicable  Law.  This Master Lease and each  Equipment  Schedule
shall be deemed to have been made,  executed  and  delivered in the State of New
York and shall be governed by and construed in accordance with the internal laws
of the  State of New  York  applicable  to  contracts  made and to be  performed
entirely within such State.

         15.7  Severability.  If any one or more of the provisions of the Master
Lease or any Equipment Schedule shall for any reason be held invalid, illegal or
unenforceable,  the  remaining  provisions  of this  Master  Lease  and any such
Equipment  Schedule  shall not be affected  thereby and shall be enforced to the
fullest extent permitted by law.

         15.8 Counterparts.  This Master Lease and any Equipment Schedule may be
executed  in any  number  of  counterparts,  each of which  shall be  deemed  an
original,  but all such  counterparts  together shall constitute but one and the
same instrument.  If Lessor grants a security  interest in all or any part of an
Equipment   Schedule,   the  Equipment   covered  thereby  and/or  sums  payable
thereunder,  only that counterpart Equipment Schedule marked "Counterpart Number
One of ___ Counterparts" shall be effective to transfer Lessor's rights therein.
All counterparts  shall bear the legend "No security  interest in this Lease may
be perfected by the possession of any counterpart other than Counterpart  Number
One. Only Counterpart  Number One shall be deemed to be the original;  all other
counterparts shall be deemed to be duplicates.

         15.9 Delay in  Installation.  Lessee hereby  assumes and shall bear the
entire  risk  of loss  arising  out of or in  connection  with  delays,  partial
performance or non-performance by the supplier of the Equipment and Lessor shall
not be liable for specific  performance of this Lease or for damages if, for any
reason, any supplier delays or fails to fill or improperly fills an order.

         15.10 Further  Assurances.  Lessee shall furnish in connection with the
execution  and  delivery of the Master  Lease and,  upon  request by Lessor,  in
connection  with each Equipment  Schedule  hereunder,  an opinion of counsel,  a
certificate  of  incumbency  and such other  documents as Lessor may  reasonably
request in form reasonably acceptable to Lessor. Lessee hereby authorizes

                                       10

<PAGE>


Lessor  to  insert  the  serial  numbers  provided  by the  Manufacturer  of any
Equipment  in the  Equipment  Schedule,  Certificate  of  Acceptance  and  UCC-l
financing statements, covering such Equipment.

         15.11  Guaranty of Parent.  As  incentive to Lessor and any Assignee or
Secured Party to enter into each  Equipment  Schedule with Lessee,  Lessee shall
cause its parent company,  Guarantor to deliver a Guaranty  substantially in the
form of Exhibit E hereto.

         15.12 Additional Matters.  (a) Pursuant to Section l, Lessee and Lessor
may, from time to time,  mutually agree on additional  terms and conditions with
respect to an  Equipment  Schedule  which may be set forth  therein or  attached
thereto as "Riders" which shall be applicable to and constitute a part thereof.

(b) In the event of any conflict between the terms and conditions of this Master
Lease and the terms and conditions of any Equipment Schedule or Rider, the terms
and conditions of the Equipment Schedule or Rider shall prevail.

(c) Section headings are for convenience only and shall not be construed as part
of the Master Lease.

(d) Unless otherwise specified,  references to Exhibits or Sections herein shall
be references to Exhibits or Sections of this Master Lease.

In Witness Whereof,  the parties hereto have executed the Master Lease as of the
day and year first above written.

AMERICAN HOTEL EXCHANGE, INC.,              SOUTHBRIDGE FINANCIAL CORP.,
LESSEE                                      LESSOR


By:  /s/ Kenneth G. Baritz                  By: /s/ Arthur P. Freierman
     Name: Kenneth G. Baritz                    Arthur P. Freierman
     Title: Chairman                            President

                                       11

<PAGE>