Master Lease Agreement

Lessor:   SPAR Marketing Services, Inc.    Lessee:  SPAR Canada Company

Address:  580 White Plains Road            Address: 1100 Shephard Avenue West,
          Tarrytown, NY 10591                       Suite 360
                                                    Toronto, ON  M3K2B3


                          TERMS AND CONDITIONS OF LEASE

The undersigned  Lessee hereby requests Lessor to purchase the personal property
described in any Equipment Schedule  hereunder (herein called  "Equipment") from
the  supplier(s)  listed in any  Equipment  Schedule  hereunder  (herein  called
"Vendor"  and/or  "Manufacturer",  as applicable)  and to lease the Equipment to
Lessee on the terms and conditions of the lease set forth below.

Lessor  hereby  leases to Lessee,  and Lessee  hereby  leases from  Lessor,  the
Equipment,  all upon the terms and  provisions and subject to the conditions set
forth in this Master Lease Agreement (as the same may be supplemented, modified,
amended,  restated or replaced from time to time in the manner provided  herein,
this "Lease").

In  consideration  of  the  foregoing,   the  mutual  covenants  and  agreements
hereinafter set forth,  and other good and valuable  consideration  (the receipt
and adequacy of which is hereby acknowledged by the parties), the parties hereto
hereby agree as follows:

1.       NO WARRANTIES BY LESSOR. Lessee has selected the Equipment and may have
         entered into certain  purchase,  licensing,  or maintenance  agreements
         with  the  Vendor  and/or  Manufacturer   (herein  referred  to  as  an
         "Acquisition Agreement") covering the Equipment as further described in
         Paragraph  25  hereof.  If  Lessee  has  entered  into any  Acquisition
         Agreement,   each  agreement  shall  provide  for  certain  rights  and
         obligations  of the party  thereto with respect to the  Equipment,  and
         Lessee  shall  perform  all  of  the  obligations  set  forth  in  each
         Acquisition  Agreement as if this Lease did not exist.  LESSOR MAKES NO
         WARRANTY,  EXPRESS OR IMPLIED,  AS TO ANY MATTER WHATSOEVER,  INCLUDING
         THE CONDITION OF THE EQUIPMENT,  ITS  MERCHANTABILITY  OR ITS FITNESSES
         FOR ANY  PARTICULAR  PURPOSE,  AND,  AS TO  LESSOR,  LESSEE  LEASES THE
         EQUIPMENT  "AS IS" AND "WHERE IS".  LESSOR SHALL HAVE NO LIABILITY  FOR
         ANY LOSS,  DAMAGE OR EXPENSE OF ANY KIND WHATSOEVER  RELATING  THERETO,
         INCLUDING  (WITHOUT  LIMITATION) ANY SPECIAL,  INDIRECT,  INCIDENTAL OR
         CONSQUENTIAL DAMAGES OF ANY CHARACTER.

2.       CLAIMS  AGAINST  VENDOR  AND/OR  MANUFACTURER.  If the Equipment is not
         properly  installed,  does not operate as  represented  or warranted by
         Vendor and/or Manufacturer, or is unsatisfactory for any reason, Lessee
         shall make any claim on account  thereof  solely  against Vendor and/or
         Manufacturer pursuant to the Acquisition Agreement,  if any, and shall,
         nevertheless,  pay  Lessor  all rent  payable  under  this  Lease.  All
         warranties from Vendor and/or  Manufacturer are, to the extent they are
         assignable,  hereby  assigned  to Lessee  for the term of this Lease or
         until an Event of Default occurs  hereunder,  for Lessee's  exercise at
         Lessee's  expense.  Lessee may  directly  inquire  with  Vendor  and/or
         Manufacturer  to receive an accurate  and  complete  statement  of such
         warranties, including any disclaimers or limitations of such warranties
         or of any remedies with respect thereto.

3.       VENDOR NOT AN AGENT. Lessee understands and agrees that neither Vendor,
         nor any sales  representative  or other agent of Vendor, is an agent of
         Lessor. Sales representatives or agents of Vendor, and persons that are
         not  employed  by  Lessor  (including   brokers  and  agents)  are  not
         authorized  to waive or alter any term or condition of this Lease,  and
         no  representation as to the Equipment or any other matter by Vendor or
         any other person that is not employed by Lessor  (including  brokers or
         agents)  shall  in any way  affect  Lessee's  duty to pay the  rent and
         perform its other obligations as set forth in this Lease.

4.       NON-CANCELLABLE  LEASE.  This Lease and any Equipment  Schedule  hereto
         cannot be cancelled or terminated except as expressly  provided herein.
         Lessee  agrees  that its  obligation  to pay all rent  and  other  sums
         payable  hereunder  and the  rights  of  Lessor in and to such rent are
         absolute  and  unconditional  and are  not  subject  to any  abatement,
         reduction,  setoff, defense,  counterclaim or recoupment due or alleged
         to be due to, or by reason of, any past, present or future claims which
         Lessee may have against  Lessor,  any  assignee,  any  Manufacturer  or
         Vendor, or against any person for any reason whatsoever.

5.       ORDERING EQUIPMENT.  Lessee shall arrange for delivery of the Equipment
         so that it can be accepted in accordance with Paragraph 6 hereof within
         90 days after the date on which Lessor accepts  Lessee's offer to enter
         into this Lease with respect to any Equipment Schedule or by such other
         date as may be set forth in


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         an  Equipment  Schedule  or  Approval  Letter  issued  by Lessor as the
         Approval  Expiration Date. Unless otherwise  specified on the Equipment
         Schedule, Lessee shall be responsible for all transportation,  packing,
         installation,   testing  and  other  charges  in  connection  with  the
         delivery,   installation  and  use  of  the  Equipment.  Lessee  hereby
         authorizes  Lessor to insert in any  Equipment  Schedule  hereunder the
         serial  numbers  and  other   identification  data  of  Equipment  when
         determined by Lessor.

6.       ACCEPTANCE.  Lessee  acknowledges  that for  purposes of  receiving  or
         accepting  the  Equipment  from  Vendor,  Lessee is acting on  Lessor's
         behalf.   Upon  delivery  of  the  Equipment  to  Lessee  and  Lessee's
         inspection thereof, Lessee shall furnish Lessor a written statement (a)
         acknowledging receipt of the Equipment in good condition and repair and
         (b)  accepting it as  satisfactory  in all respects for the purposes of
         this Lease (the  "Certificate  of  Acceptance").  Unless  otherwise set
         forth in the applicable Equipment Schedule,  the first day of the month
         following  receipt  and  acceptance  of  the  Equipment  covered  by an
         Equipment  Schedule  shall  be the  Rent  Commencement  Date  therefor.
         However,  should  Lessee  have a previous  lease with  Lessor  which is
         active at the time of acceptance  of the Equipment  under the Equipment
         Schedule and said lease and the current  Equipment  Schedule  hereunder
         shall have the same  invoice  address then the Rent  Commencement  Date
         shall  occur  in the  month  immediately  following  acceptance  of the
         Equipment on the rent payment due date established with Lessee for said
         previous active lease. Lessor is authorized to fill in on any Equipment
         Schedule  hereunder the Rent  Commencement  Date in accordance with the
         foregoing.

7.       TERMINATION  BY  LESSOR.  If,  by the  Approval  Expiration  Date,  the
         Equipment described in any Equipment Schedule has not been delivered to
         Lessee and accepted by Lessee as provided in Paragraph 6 hereof,  or if
         other  conditions of Lessor's  Approval  Letter,  if any, have not been
         met,  then  Lessor may,  at its  option,  terminate  this Lease and its
         obligations  hereunder with respect to such  Equipment  Schedule at any
         time  after  the  expiration  of such 90 days  or any  date  after  the
         Approval  Expiration  Date,  as  applicable.  Lessor  shall give Lessee
         written  notice whether or not it elects to exercise such option within
         10 days after  Lessor's  receipt of Lessee's  written  request for such
         notice.

8.       TERM.  The term of this Lease shall be comprised of an Interim Term and
         an  Initial  Term.  The  Interim  Term shall  commence  on the date the
         Certificate of Acceptance is executed by Lessee (the "Acceptance Date")
         and terminate on the Rent  Commencement  Date. The Initial Term of this
         Lease shall begin on the Rent Commencement Date, and shall terminate on
         the later of (i) the last day of the last month of the Initial Term (as
         that Term is set forth in the applicable  Equipment Schedule hereto) or
         (ii) the date Lessee fulfills all Lessee's obligations hereunder.

9.       RENTAL. The rental amount payable to Lessor by Lessee for the Equipment
         will be set forth in the Equipment Schedule(s) ("Rental Amount). As the
         first  rent  payment  for the  Equipment,  Lessee  shall pay  Lessor in
         immediately  available funds on the Rent  Commencement Date the sum of,
         (i) the Rental  Amount,  and (ii)  Interim  Rent in an amount  equal to
         1/3Oth of the Rental Amount times the number of days from and including
         the Acceptance Date through but excluding the Rent  Commencement  Date,
         and  subsequent  rent  payments  shall  be due on the  same day of each
         calendar period as indicated on the Equipment  Schedule for the balance
         of the Initial Term.  Rent payments  shall be due whether or not Lessee
         has received any notice that such  payments are due. All rent  payments
         shall be paid to Lessor at its address set forth above or as  otherwise
         directed by Lessor in writing.

10.      RENEWAL If no default  shall have  occurred and be  continuing,  Lessee
         shall be entitled to renew this Lease with respect to all, but not less
         than all,  of the  Equipment  covered by an  Equipment  Schedule  for a
         minimum 12 month  period at an amount  equal to the fair market  rental
         value thereof,  in use and  operational,  in the condition  required by
         this Lease,  payable on a periodic  basis, as mutually agreed by Lessor
         and Lessee ("Renewal  Rent).  Lessee must give Lessor written notice of
         its intention to exercise said option, which notice must be received by
         Lessor at least 90 days  before  expiration  of the Initial  Term.  The
         first installment of the Renewal Rent shall be due at expiration of the
         Initial  Term of this  Lease.  Should  Lessee  fail to comply  with the
         provisions  described  above covering  renewal,  upon expiration of the
         Initial Term,  the term of this Lease shall be  automatically  extended
         for a term of 3  months.  Thereafter,  the term of this  Lease  will be
         extended for subsequent full month periods,  on a month to month basis,
         until Lessee has given at least 90 days written notice terminating this
         Lease.  Such  termination  will  take  effect  upon  completion  of all
         Lessee's  obligations  under  this  Lease  (including  payment  of  all
         periodic rental payments due during such 90 day period,  as provided in
         Paragraph 9 of this  Lease).  At any time after the  expiration  of the
         Initial  Term,  if this Lease has been  automatically  extended  as set
         forth herein,  Lessor  reserves the right to terminate this Lease by 30
         days written notice to Lessee.

11.      LOCATION;  INSPECTION;  LABELS. The Equipment shall be delivered to and
         shall not be removed  without  Lessor's prior written  consent from the
         "Equipment  Location" shown on the related  Equipment  Schedule,  or if
         none is specified,  Lessee's billing address shown above.  Lessor shall
         have the right to inspect the  Equipment  at any  reasonable  time.  If
         Lessor  supplies Lessee with labels stating that the Equipment is owned
         by  Lessor,  Lessee  shall  affix  such  labels  to and keep  them in a
         prominent place on the Equipment.


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12.      REPAIRS; USE; ALTERATIONS.  Lessee, at its own cost and expense,  shall
         keep the  Equipment  in good  repair  and  working  order,  in the same
         condition  as when  delivered  to  Lessee,  reasonable  wear  and  tear
         excepted,  and  in  accordance  with  the  manufacturer's   recommended
         specifications;  shall use the Equipment lawfully;  shall not alter the
         Equipment  without  Lessor's  prior  written  consent,  shall  use  the
         Equipment in compliance  with any existing  Manufacturer's  service and
         warranty  requirements  and any  insurance  policies  applicable to the
         Equipment and shall furnish all parts and servicing  required therefor.
         All parts, repairs, additions, alterations and attachments placed on or
         incorporated  into the Equipment which cannot be removed without damage
         to the  Equipment  shall  immediately  become part of the Equipment and
         shall be the  property of the Lessor.  Lessee will obtain and  maintain
         all permits,  licenses and registrations  necessary to lawfully operate
         the facility  where the Equipment is located.  Lessee shall comply with
         all applicable  environ- mental and industrial  hygiene laws, rules and
         regulations  (including  but not limited to federal,  state,  and local
         environmental  protection,  occupational,  health and safety or similar
         laws, ordinances and restrictions). Lessee shall, not later than 5 days
         after the occurrence, provide Lessor with copies of any report required
         to be filed with governmental agencies regulating environmental claims.
         Lessee  shall  immediately  notify  Lessor in writing of any  existing,
         pending or threatened  investigation,  inquiry,  claim or action by any
         governmental  authority in connection  with any law, rule or regulation
         relating to industrial  hygiene or environmental  conditions that could
         affect the Equipment.

13.      MAINTENANCE.  If the  Equipment  is such that  Lessee  is not  normally
         capable of maintaining it, Lessee, at its expense, shall enter into and
         maintain in full force and effect  throughout  the Initial Term and any
         renewal  term,  Vendor  and/or   Manufacturer's   standard  maintenance
         contract,  and shall  comply with all its  obligations  thereunder.  An
         alternate source of maintenance may be used with Lessor's prior written
         consent.  Such  consent  shall be granted  if, in  Lessor's  reasonable
         opinion,  the Equipment  will be  maintained in an equivalent  state of
         good repair, condition and working order.

14.      SURRENDER.  Provided that Lessee does not exercise the purchase  option
         as set forth in Paragraph 27 hereof, upon the expiration of the Initial
         Term,  or any renewal  term,  or upon demand by Lessor made pursuant to
         Paragraph 21 of this Lease,  Lessee, at its expense,  shall return all,
         but not less than all, of the  Equipment by delivering it to such place
         or on board such carrier,  packed for shipping,  as Lessor may specify.
         Lessee agrees that the Equipment,  when returned,  shall be in the same
         condition  as when  delivered  to  Lessee,  reasonable  wear  and  tear
         excepted,  and in a condition  which will permit  Lessor to be eligible
         for Manufacturer's  standard maintenance contract without incurring any
         expense  to repair or  rehabilitate  such  Equipment.  Lessee  shall be
         liable for reasonable and necessary  expenses to place the Equipment in
         such  condition.  Lessee shall remain  liable for the  condition of the
         Equipment  until  it  is  received  and  accepted  at  the  destination
         designated by Lessor as set forth above.  If any items of Equipment are
         missing or damaged when returned,  such occurrence  shall be treated as
         an event of Loss or Damage  with  respect  to such  missing  or damaged
         items and shall be  subject  to the terms  specified  in  Paragraph  15
         below.  Lessee shall  provide  Lessor with a Letter of  Maintainability
         from the  Manufacturer of the Equipment,  which letter shall state that
         the  Equipment  will  be  eligible  for  the  Manufacturer's   standard
         maintenance contract when sold or leased to a third party. Lessee shall
         give Lessor prior written  notice that it is returning the Equipment as
         provided above,  and such notice must be received by Lessor at least 90
         days  prior to such  return.  Should  Lessee  fail to  comply  with the
         provisions  described above covering surrender,  upon expiration of the
         Initial Term,  the term of this Lease shall be  automatically  extended
         for a term of 3  months.  Thereafter,  the term of this  Lease  will be
         extended for subsequent full month periods,  on a month to month basis,
         until Lessee has given at least 90 days written notice terminating this
         Lease.  Such  termination  will  take  effect  upon  completion  of all
         Lessee's  obligations  under  this  Lease  (including  payment  of  all
         periodic rental payments due during such 90 day period,  as provided in
         Paragraph 9 of this  Lease).  At any time after the  expiration  of the
         Initial  Term,  if this Lease has been  automatically  extended  as set
         forth herein.  Lessor  reserves the right to terminate this Lease by 30
         days written notice to Lessee.

15.      LOSS OR  DAMAGE.  Lessee  shall bear the  entire  risk of loss,  theft,
         destruction  of or damage to the Equipment or any item thereof  (herein
         "Loss or Damage")  from any cause  whatsoever.  No Loss or Damage shall
         relieve Lessee of the obligation to pay rent or of any other obligation
         under this Lease. In the event of Loss or Damage, Lessee, at the option
         of Lessor;  shall: (a) place the same in good condition and repair; (b)
         replace  the same  with  like  equipment  acceptable  to Lessor in good
         condition and repair with clear title thereto in Lessor;  or (c) pay to
         Lessor the total of the following amounts: (i) the total rent and other
         amounts due and owing at the time of such payment,  plus (ii) an amount
         calculated  by Lessor which is the present value at 5% per annum simple
         interest  discount of all rent and other amounts payable by Lessee with
         respect to said item from date of such payment to date of expiration of
         its Initial Term, plus (iii) the "reversionary value" of the Equipment,
         which shall be  determined by Lessor as the total cost of the Equipment
         less 60% of the total rent (net of sales/use taxes, if any) required to
         be paid pursuant to Paragraph 9. Upon Lessor's receipt of such payment,
         Lessee and/or Lessee's  insurer shall be entitled to Lessor's  interest
         in said item, for salvage purposes, in its then condition and location,
         "as-is ", without any warranty, express or implied.


<PAGE>

16.      INSURANCE.  Lessee  shall  provide,  maintain  and pay for (a) all risk
         property  insurance  against  the  loss or theft  of or  damage  to the
         Equipment,  for the full replacement value thereof,  naming Lessor as a
         loss payee,  and (b)  commercial  general  liability  insurance (and if
         Lessee is a doctor;  hospital or other  health care  provider,  medical
         malpractice  insurance).  All such  policies  shall  name  Lessor as an
         additional  insured and shall have  combined  single  limits in amounts
         acceptable to Lessor.  All such insurance policies shall be endorsed to
         be primary and  non-contributory  to any policies maintained by Lessor.
         In  addition  Lessee  shall cause  Lessor to be named as an  additional
         insured on any excess or umbrella policies  purchased by Lessee. A copy
         of  each  paid-up  policy  evidencing  such  insurance   (appropriately
         authenticated by the insurer) or a certificate of the insurer providing
         such coverage  proving that such  policies have been issued,  providing
         the coverage  required  hereunder shall be delivered to Lessor prior to
         the  Rent  Commencement  Date.  All  insurance  shall  be  placed  with
         companies  satisfactory  to Lessor  and  shall  contain  the  insurer's
         agreement to give 30 days written notice to Lessor before  cancellation
         or any material change of any policy of insurance.

17.      TAXES.  Lessee shall  reimburse to Lessor (or pay directly if, but only
         if,  instructed  by Lessor)  all charges  and taxes  (local,  State and
         federal) which may now or hereafter be imposed or levied upon the sale,
         purchase,  ownership,  leasing,  possession  or use  of the  Equipment;
         excluding,  however; all income taxes levied on (a) any rental payments
         made to Lessor hereunder;  (b) any payment made to Lessor in connection
         with Loss or Damage to the Equipment under Paragraph 15 hereof,  or (c)
         any payment made to Lessor in connection with Lessee's  exercise of its
         purchase option under Paragraph 27 hereof.

18.      LESSOR'S  PAYMENT.   If  Lessee  fails  to  provide  or  maintain  said
         insurance,  to pay said taxes,  charges and fees,  or to discharge  any
         levies, liens and encumbrances created by Lessee, Lessor shall have the
         right, but shall not be obligated,  to obtain such insurance,  pay such
         taxes,  charges  and fees,  or effect  such  discharge.  In that event,
         Lessee  shall  remit to  Lessor  the cost  thereof  with the next  rent
         payment.

19.      INDEMNITY. (a) General Indemnity. Lessee shall indemnify Lessor against
         and hold Lessor  harmless  from any and all claims,  actions,  damages,
         costs,  expenses  including  reasonable  attorneys' fees,  obligations,
         liabilities  and  liens  (including  any of the  foregoing  arising  or
         imposed  under  the   doctrines  of  "strict   liability"  or  "product
         liability"  and  including  without  limitation  the cost of any fines,
         remedial action, damage to the environment and cleanup and the fees and
         costs of  consultants  and  experts),  arising out of the  manufacture,
         purchase, lease, ownership, possession, operation, condition, return or
         use of the Equipment, or by operation of law, excluding however, any of
         the foregoing resulting from the gross negligence or willful misconduct
         of Lessor.  Lessee  agrees  that upon  written  notice by Lessor of the
         assertion of such a claim,  action,  damage,  obligation,  liability or
         lien, Lessee shall assume full  responsibility for the defense thereof.
         Lessee's choice of counsel shall be mutually  acceptable to both Lessee
         and Lessor.  This  indemnity also extends to any  environmental  claims
         arising  out of or  relating  to prior acts or  omissions  of any party
         whatsoever.  The provisions of this paragraph shall survive termination
         of  this  Lease  with  respect  to  events   occurring  prior  to  such
         termination.

         (b)      Tax  Indemnity.  Lessee  acknowledges  that  Lessor  shall  be
                  entitled to all tax benefits of ownership  with respect to the
                  Equipment (the "Tax Benefits"),  including but not limited to,
                  (i) the  accelerated  cost recovery  deductions  determined in
                  accordance with Section 168(b)(1) of the Internal Revenue Code
                  of 1986 for the  Equipment  based on the original  cost of the
                  Equipment  to  Lessor  (ii)  deductions  for  interest  on any
                  indebtedness  incurred by Lessor to finance the  Equipment and
                  (iii)  sourcing  of income  and  losses  attributable  to this
                  Lease,  to the  United  States.  Lessee  represents  that  the
                  Equipment  shall  be  depreciable  for  Federal  tax  purposes
                  utilizing  the  MACRS  Recovery  Period  as set  forth  in the
                  Equipment  Schedule,  with such depreciation  commencing as of
                  the date of Equipment acceptance by Lessee as set forth on the
                  Certificate  of  Acceptance.  Lessee  agrees to take no action
                  inconsistent  with the  foregoing  or any action  which  would
                  result in the loss,  disallowance or  unavailability to Lessor
                  of  all  or  any  part  of the  Tax  Benefits.  Lessee  hereby
                  indemnifies and holds harmless Lessor and its assigns from and
                  against  (i)  the  loss,   disallowance,   unavailability   or
                  recapture  of all or any  part of the Tax  Benefits  resulting
                  from any  action,  statement,  misrepresentation  or breach of
                  warranty  or  covenant  by  Lessee  of any  nature  whatsoever
                  including   but   not   limited   to   the   breach   of   any
                  representations,  warranties  or  covenants  contained in this
                  paragraph,  plus  (ii)  all  interest,   penalties,  fines  or
                  additions  to tax  resulting  from  such  loss,  disallowance,
                  unavailability or recapture,  plus (iii) all taxes required to
                  be paid by Lessor upon receipt of the  indemnity  set forth in
                  this  paragraph.  Any  payments  made by Lessee  to  reimburse
                  Lessor for lost Tax Benefits  shall be  calculated  (i) on the
                  assumption  that  Lessor is  subject  to the  maximum  Federal
                  Corporate  Income  Tax with  respect to each year and that all
                  Tax Benefits are currently  utilized,  and (ii) without regard
                  to whether  Lessor or any members of a  consolidated  group of
                  which  Lessor is also a member is then subject to any increase
                  in tax as a  result  of the  loss  of Tax  Benefits.  For  the
                  purposes  of this  paragraph,  "Lessor"  includes  for all tax
                  purposes the consolidated  taxpayer group of which Lessor is a
                  part.


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         (c)      Payment.  The amounts  payable  pursuant to this  Paragraph 19
                  shall be  payable  upon  demand of  Lessor,  accompanied  by a
                  statement  describing in reasonable detail such claim, action,
                  damage, cost, expense, fee, obligation, liability, lien or tax
                  and setting  forth the  computation  of the amount so payable,
                  which computation shall be binding and conclusive upon Lessee,
                  absent  manifest  error.  The  indemnities  and assumptions of
                  liabilities  and  obligations  contained in this  Paragraph 19
                  shall  continue in full force and effect  notwithstanding  the
                  expiration or other termination of this Lease.

20.      DELINQUENT PAYMENTS.  (a) Service Charge. Since it would be impractical
         or extremely  difficult to fix Lessor's  actual  damages for collecting
         and  accounting for a late payment,  if any payment to Lessor  required
         herein (including,  but not limited to, rental,  renewal, tax, purchase
         and other amounts) is not paid on or before its due date,  Lessee shall
         pay to  Lessor  an amount  equal to 5% of any such  late  payment.  (b)
         Interest.  Lessee shall also pay interest on any such late payment from
         the due date  thereof  until the date paid at the  littlest  of 18% per
         annum or the maximum rate allowed by law.

21.      DEFAULT;  REMEDIES.  Any of the following shall constitute an "Event of
         Default" under this Lease: If (a) Lessee fails to pay when due any rent
         or  other  amount  required  herein  to be  paid  by  Lessee  and  such
         non-payment  continues  for more than seven days after  notice  thereof
         from  Lessor,  or (b) Lessee  makes an  assignment  for the  benefit of
         creditors, whether voluntary or involuntary, or (c) a petition is filed
         by or  against  Lessee  under any  bankruptcy,  insolvency  or  similar
         legislation,  or (d) Lessee  violates or fails to perform any provision
         of either this Lease or any Acquisition Agreement, or violates or fails
         to perform any covenant or  representation  made by Lessee herein,  and
         fails to correct the same within seven days after  notice  thereof from
         Lessor, or (e) Lessee makes a bulk transfer of furniture,  furnishings,
         fixtures or other  equipment or  inventory,  or (f) Lessee ceases doing
         business as a going concern or terminates its existence,  or (g) Lessee
         consolidates  with,  merges  with or into,  or conveys or leases all or
         substantially all of its assets as an entirety to any person or engages
         in any other form of reorganization,  or there is a change in the legal
         structure  of Lessee,  in each case it  results,  in the opinion of the
         Lessor, in a material adverse change in Lessee's ability to perform its
         obligations  under this Lease,  or (h) any  representation  or warranty
         made by Lessee  in this  Lease or in any other  document  or  agreement
         furnished  by  Lessee  to  Lessor  shall  prove to have  been  false or
         misleading  in any  material  respect  when made or when deemed to have
         been  made,  or (i)  Lessee  shall be in  default  under  any  material
         obligation for the payment of borrowed  money or the deferred  purchase
         price of, or for the payment of any rent due with  respect to, any real
         or personal  property  and such default  continues  for more than seven
         days after  notice  thereof  from  Lessor,  or (j)  Lessee  shall be in
         default under any other  agreement now existing or hereafter  made with
         Lessor or any of Lessor's  affiliates  and such default  continues  for
         more than seven days after notice thereof from Lessor, or (k) any event
         or condition  described in the  foregoing  clauses (b),  (c), (e), (f),
         (g), (h) (in clauses (g) and (h)  substituting  the phrase "guaranty or
         other credit support document" for the word "Lease"),  (i) or (j) shall
         have  occurred  with respect to any guarantor of, or other party liable
         in  whole  or in part  for,  Lessee's  obligations  hereunder,  or such
         guarantor  or other party shall have  defaulted  in the  observance  or
         performance  of any covenant,  condition or agreement to be observed or
         performed  by it under the guaranty or other  credit  support  document
         pursuant to which it is liable for Lessee's obligations  hereunder,  or
         such guaranty or other credit support  document shall have been revoked
         or terminated or shall have otherwise ceased,  for any reason, to be in
         full  force  and  effect.  An  Event of  Default  with  respect  to any
         Equipment  Schedule  shall  constitute  an  Event  of  Default  for all
         Equipment  Schedules.  Lessee  shall  promptly  notify  Lessor  of  the
         occurrence of any Event of Default upon  Lessee's  receipt of notice or
         knowledge thereof (other than pursuant to Lessor's notice).

                  If an Event of Default occurs,  Lessor shall have the right to
         exercise any one or more of the following  remedies in order to protect
         the interests and reasonably  expected  profits and bargains of Lessor:
         (a) Lessor may terminate  this Lease with respect to all or any part of
         the  Equipment,  (b) Lessor may recover  from Lessee all rent and other
         amounts then due and as they shall thereafter become due hereunder, (c)
         Lessor may take  possession of any or all items of Equipment,  wherever
         the same may be located,  without  demand or notice,  without any court
         order or other  process of law and without  liability to Lessee for any
         damages occasioned by such taking of possession, and any such taking of
         possession shall not constitute a termination of this Lease, (d) Lessor
         may  recover  from  Lessee,  with  respect  to any  and  all  items  of
         Equipment,  and with or without  repossessing  the Equipment the sum of
         (1) the  total  amount  due and  owing  to  Lessor  at the item of such
         default,  plus (2) an amount  calculated by Lessor which is the present
         value at 5% per annum  simple  interest  discount of all rent and other
         amounts  payable by Lessee with  respect to said  item(s)  form date of
         such payment to date of expiration  of its Initial  Term,  plus (3) the
         "reversionary  value" of the  Equipment,  which shall be  determined by
         Lessor as the total  cost of the  Equipment  less 60% of the total rent
         (net of  sales/use  taxes,  if any)  required  to be paid  pursuant  to
         Paragraph 9, and which the parties  agree is a  reasonable  estimate of
         such value;  and upon the payment of all amounts  described  in clauses
         (1), (2) and (3) above, Lessee will become entitled to the Equipment AS
         IS, WHERE IS, without warranty whatsoever;  provided,  however, that if
         the Lessor shall sell, lease or otherwise dispose of the Equipment in a
         commercially reasonable manner, with or without notice and on public or
         private bid, and apply the net proceeds  thereof  (after  deducting all
         expenses,  including attorneys' fees incurred in connection therewith),
         to the sum of (1),  (2) and (3)  above,  and e) Lessor  may  pursue any
         other remedy  available at law or in equity,  including but not limited
         to  seeking  damages  or  specific   performance  and/or  obtaining  an
         injunction.


<PAGE>

                  No right or remedy herein conferred upon or reserved to Lessor
         is exclusive of any right or remedy herein or by law or equity provided
         or  permitted;  but each shall be  cumulative  of every  other right or
         remedy given hereunder or now or hereafter existing at law or in equity
         or by statue or otherwise,  and may be enforced concurrently  therewith
         or from time to time,  but Lessor  shall not be  entitled  to recover a
         greater  amount in damages  than Lessor could have gained by receipt of
         the  of  Lessee's  full,   timely  and  complete   performance  of  its
         obligations pursuant to the terms of this Lease plus accrued delinquent
         payments under Paragraph 21.

22.      LESSOR'S  EXPENSE.  Lessee  shall pay  Lessor  all costs and  expenses,
         including attorney's fees and the fees of collection agencies, incurred
         by Lessor in  enforcing  any of the terms,  conditions,  or  provisions
         hereof or in protecting  Lessor's  rights herein.  Lessee's  obligation
         hereunder  includes all such costs and expenses  experienced  by Lessor
         (a) prior to  filing of an  action,  (b) in  connection  with an action
         which  is  dismissed,  and  (c) in  the  enforcement  of any  judgment.
         Lessee's  obligation  to  pay  Lessor's  attorney's  fees  incurred  in
         enforcing any judgment is a separate  obligation  of Lessee,  severable
         from  Lessee's  other  obligations  hereunder,  which  obligation  will
         survive  such  judgment and will not be deemed to have been merged into
         such judgment.

23.      OWNERSHIP;  PERSONAL PROPERTY.  The Equipment shall at all times remain
         the  property  of Lessor  and  Lessee  shall  have no  right,  title or
         interest therein or thereto except as expressly set forth in this Lease
         and the Equipment  shall at all times be and remain  personal  property
         notwithstanding  that the  Equipment or any part thereof may now be, or
         hereafter become,  in any manner,  affixed or attached to real property
         or any improvements thereon.

24.      NOTICES. Any notice,  request,  demand or other communication permitted
         or required to be given to a party under this Lease shall be in writing
         and shall be sent to the addressee at the address set forth above or on
         the Equipment Schedule (or at such other address as shall be designated
         by notice to the other party and persons receiving  copies),  effective
         upon actual receipt (or refusal to accept delivery) by the addressee on
         any business day or the first business day following  receipt after the
         close of normal business hours or on any non-business day, by (a) FedEx
         (or other equivalent  national or international  overnight  courier) or
         United States  Express Mail,  (b)  certified,  registered,  priority or
         express United States mail, return receipt  requested,  (c) telecopy or
         (d) messenger, by hand or any other means of actual delivery

25.      ACQUISITION AGREEMENTS.  If the Equipment is subject to any Acquisition
         Agreement,  Lessee as part of this  Lease,  transfers  and  assigns  to
         Lessor  all of its  rights,  but none of its  obligations  (except  for
         Lessee's obligation to pay for the Equipment  conditioned upon Lessee's
         acceptance in accordance  with Paragraph 6), in and to the  Acquisition
         Agreement,  including but not limited to the right to take title to the
         Equipment.   Lessee  shall   indemnify  and  hold  Lessor  harmless  in
         accordance  with  Paragraph 19 from any  liability  resulting  from any
         Acquisition  Agreement  as  well  as  liabilities  resulting  from  any
         Acquisition  Agreement  Lessor is  required  to enter into on behalf of
         Lessee or with Lessee for purposes of this Lease.

26.      UPGRADES.  Any existing  lease between  Lessor and Lessee subject to an
         "upgrade"  program shall continue in full force and effect and shall be
         kept free of default by Lessee  (even if the  Equipment  covered by the
         existing lease is sold. traded-in,  etc.) until any such existing lease
         is  cancelled  by Lessor  when,  if  applicable,  the new  Equipment is
         accepted by Lessee for all purposes of this Lease.

27.      PURCHASE  OPTION.  If no default shall have occurred and be continuing,
         Lessee shall be entitled,  at its option upon written notice to Lessor,
         which  notice  must be received by Lessor at least 90 days prior to the
         end of either the  Initial  Term or any renewal  term of any  Equipment
         Schedule,  to purchase  all,  but not less than all,  of the  Equipment
         covered  by  such  Equipment  Schedule  from  Lessor  at the end of the
         Initial  Term or any  renewal  term for such  Equipment  Schedule  at a
         purchase  price equal to the then fair market value of the Equipment in
         use and  operational,  in the  condition  required  by this  Lease,  as
         mutually agreed by Lessor and Lessee.  On a date which is no later than
         the  expiration  date of the  Initial  Term  or any  renewal  term,  as
         applicable,  Lessee  shall pay to  Lessor  the  purchase  price for the
         Equipment  covered by such  Equipment  Schedule  (plus any taxes levied
         thereon) and Lessor shall sell the Equipment "as-is  where-is"  without
         any warranties express or implied.

28.      RELATED EQUIPMENT  SCHEDULES.  In the event that any Equipment Schedule
         hereunder shall include  Equipment that may become attached to, affixed
         to,  or  used  in  connection  with  Equipment  covered  under  another
         Equipment Schedule hereunder  ("Related  Equipment  Schedule"),  Lessee
         acknowledges the following: (a) if Lessee elects to exercise a purchase
         option or renewal option under any Equipment Schedule,  if provided; or
         (b) if Lessee  elects  to  return  the  Equipment  under any  Equipment
         Schedule as described in Paragraph 14, then Lessor,  at its discretion,
         may require the similar  disposition of all Related Equipment Schedules
         as provided for by this Lease.


<PAGE>

29.      EQUIPMENT  SCHEDULES.  An executed Equipment Schedule that incorporates
         by  reference  the  terms  of  this  Master  Lease  Agreement,   marked
         "Original,"  shall be the  original  of this  Lease  for the  Equipment
         described therein for all purposes.  All other executed counterparts of
         this Lease  shall be marked  "Duplicate."  Unless  specified  otherwise
         therein,  in the event any written rider or other agreement is attached
         to and made a part of an Equipment  Schedule,  the terms and conditions
         of said written  agreement shall apply only to said Equipment  Schedule
         and shall not apply to any other Equipment Schedule made a part of this
         Lease.  In the event Lessee issues a purchase order to Lessor  covering
         Equipment to be leased hereunder, it is agreed that such purchase order
         is issued for purposes of authorization and Lessee's internal use only,
         and.  none of its  terms  and  conditions  shall  modify  the terms and
         conditions  of this  Lease  and/or  related  documentation,  or  affect
         Lessor's  responsibility  to Lessee as  defined in this  Lease.  To the
         extent this Lease constitutes chattel paper, as such term is defined in
         the Uniform Commercial Code of the applicable jurisdiction, no security
         interest  in  this  Lease  may  be  created  through  the  transfer  of
         possession of any counterpart other than the Original of this Lease.

30.      GENERAL  REPRESENTATIONS  OF THE  PARTIES.  Each party  represents  and
         warrants to the other party that, as of the date hereof, as of the date
         of the execution of each Equipment  Schedule and as of the date of each
         extension,  modification  or amendment of this Lease and each Equipment
         Schedule,  and  covenants  and agrees  with the other party that for so
         long as any Equipment is leased pursuant hereto:  (a) such party is and
         will  continue to be a  corporation  or other  entity  duly  organized,
         validly  existing and in good  standing  under the laws of its state of
         organization   and  maintains  its  chief   executive   office  at  the
         address(es) set forth for it either on the signature page to this Lease
         (and any Equipment  Schedule  entered into  pursuant  hereto) or in the
         introduction  thereto, or as otherwise set forth in a written notice to
         the  other  party;  (b) such  party  has and will  maintain  the  legal
         capacity,  power,  authority  and  unrestricted  right to  execute  and
         deliver this Lease (and any  Equipment  Schedule  entered into pursuant
         hereto)  and to  perform  all of its  obligations  hereunder;  (c)  the
         execution  and delivery by such party of this Lease (and any  Equipment
         Schedule  entered into  pursuant  hereto) and the  performance  by such
         party of all of its  obligations  hereunder  will not  violate or be in
         conflict with any term or provision of (i) any applicable law, (ii) any
         judgment,  order, writ,  injunction,  decree or consent of any court or
         other judicial authority  applicable to such party or any material part
         of such party's assets and properties,  (iii) any of the organizational
         or governing  documents of such party, or (iv) any material  agreement,
         document or obligation to which it is a party,  and such party will not
         adopt any such  conflicting  organizational  or  governing  document or
         enter into any such conflicting agreement,  document or obligation; (d)
         no consent, approval or authorization of, or registration,  declaration
         or filing with, any governmental  authority or other person  (including
         any equity  holder of any party) is required as a condition  precedent,
         concurrent or  subsequent  to or in  connection  with the due and valid
         execution,  delivery and  performance  by such party of this Lease (and
         any Equipment  Schedule  entered into pursuant hereto) or the legality,
         validity,  binding  effect  or  enforceability  of any of the terms and
         provisions  of this  Lease (and any  Equipment  Schedule  entered  into
         pursuant  hereto);  (d) this Lease (and any Equipment  Schedule entered
         into pursuant hereto) is a legal,  valid and binding obligation of such
         party,   enforceable  against  such  party  in  accordance  with  their
         respective terms and provisions;  and (e) each party has  independently
         and fully reviewed and evaluated this Lease (and any Equipment Schedule
         entered  into  pursuant   hereto)  and  all  related   documents,   the
         contemplated  obligations and transactions and the potential effects of
         such obligations and transactions on the assets,  business,  cash flow,
         expenses,  income,  liabilities,   operations,  properties,  prospects,
         reputation,  taxation or condition  (financial  or  otherwise)  of such
         party and its affiliates, which review and evaluation was made together
         with the officers,  directors and other  representatives of such party,
         its legal  counsel  and (to the extent  deemed  prudent by such  party)
         other legal counsel and financial and other advisors to such party, and
         such party hereby absolutely,  unconditionally,  irrevocably, expressly
         and forever  assumes any and all attendant risks and waives any and all
         rights, claims, defenses or objections with respect thereto

31.      LESSEE'S  REPRESENTATIONS.  Lessee  represents  and  warrants to Lessor
         that,  as of the date hereof,  as of the date of the  execution of each
         Equipment  Schedule and as of the date of each extension,  modification
         or amendment of this Lease and each Equipment  Schedule,  and covenants
         and agrees with the Lessor that for so long as any  Equipment is leased
         pursuant  hereto:  (a) the  Equipment  is being  leased  hereunder  for
         business purposes and is not being and will not be used for any illicit
         or illegal business or scheme;  (b) the financial  information (if any)
         respecting Lessee furnished to Lessor is complete,  accurate and fairly
         presents  the  financial  condition  of the  Customer;  (d) the credit,
         financial and other  information  furnished or to be furnished by or on
         behalf of Lessee  to Lessor is true and  correct  and does not and will
         not  contain  a  misstatement  of a  material  fact or omit to  state a
         material fact required to be stated therein in order to make it, in the
         light of the  circumstances  under which made, not misleading;  and (f)
         there does not exist any  pending or  threatened  action or  proceeding
         before  any  court or  administrative  agency  which  might  materially
         adversely affect Lessee's financial condition or operations

32.      FINANCIAL STATEMENTS. Lessee agrees to furnish to Lessor (i) as soon as
         available,  and in any event within 120 days after the last day of each
         fiscal year of Lessee, a copy of the financial  statements of Lessee as
         of the end of such fiscal year,  certified by an independent  certified
         public  accounting  firm:  (ii) as soon as available,  and in any event
         within 60 days after the last day of each  quarter of  Lessee's  fiscal
         year,  a  copy  of  quarterly  financial  statements  certified  by the
         principal  financial  officer  of  Lessee;  and (iii)  such  additional
         information concerning Lessee as Lessor may reasonably request.


<PAGE>

33.      GOOD FAITH DEPOSIT  REQUIREMENT.  Lessee  agrees,  with respect to each
         transaction,  to pay the  Good  Faith  Deposit  specified  in  Lessor's
         proposal for such  transaction  or in the  Equipment  Schedule  related
         thereto. This Good Faith Deposit is given in consideration for Lessor's
         costs and expenses in investigating and appraising and/or  establishing
         credit for Lessee. This Good Faith Deposit shall not be refunded unless
         Lessor declines to accept Lessee's offer to enter into this Lease. Upon
         Lessor's  acceptance of Lessee's offer to enter into this Lease, unless
         otherwise specified in the proposal or Equipment  Schedule,  the amount
         shall  be  applied  to  the  first   period's  rent   payment.   Lessee
         acknowledges  that  Lessor's act of  depositing  any Good Faith Deposit
         into  Lessor's  bank account  shall not in itself  constitute  Lessor's
         acceptance of Lessee's offer to enter into this Lease.

34.      INTERPRETATION,  SEVERABILITY,  ETC. The parties  acknowledge and agree
         that the terms and provisions of this Lease and the Equipment Schedules
         have been  negotiated,  shall be  construed  fairly  as to all  parties
         hereto,  and shall not be  construed  in favor of or against any party.
         The term  "including"  shall  mean  "including  (without  limitation)",
         whether or not so stated.  The terms "including",  "including,  but not
         limited to", "including  (without  limitation)" and similar phrases (i)
         mean that the items specifically listed after such term are examples of
         the  provision  preceding  such  term  and are not  intended  to be all
         inclusive,  (ii) shall not in any way limit (or be deemed or  construed
         to limit) the  generality of the  provision  preceding  such term,  and
         (iii)  shall not in any way  preclude  (or be deemed  or  construed  to
         preclude)  any  other   applicable  item  encompassed  by  the  general
         provision  preceding such term. In the event that any term or provision
         of this Lease or any Equipment  Schedule shall be finally determined to
         be superseded,  invalid, illegal or otherwise unenforceable pursuant to
         applicable  law by an authority  having  jurisdiction  and venue,  that
         determination  shall  not  impair or  otherwise  affect  the  validity,
         legality  or  enforceability  (a) by or before  that  authority  of the
         remaining  terms  and  provisions  of  this  Lease  and  the  Equipment
         Schedules,  which  shall be enforced  as if the  unenforceable  term or
         provision  were deleted or reduced  pursuant to the next  sentence,  as
         applicable, or (b) by or before any other authority of any of the terms
         and provisions of this Lease and the Equipment  Schedules.  If any term
         or  provision  of this Lease or any  Equipment  Schedule  is held to be
         unenforceable  because of the scope or duration of any such  provision,
         the parties agree that any court making such  determination  shall have
         the power, and is hereby requested,  to reduce the scope or duration of
         such term or provision to the maximum  permissible under applicable law
         so that said term or  provision  shall be  enforceable  in such reduced
         form.

35.      MISCELLANEOUS.  Lessor reserves the right to charge Lessee fees for its
         provision of additional  administrative  services related to this Lease
         requested by Lessee.  Lessee shall provide  Lessor with such  corporate
         resolutions,  opinions  of  counsel,  financial  statements,  and other
         documents  (including  documents for filing or recording) as Lessor may
         request  from  time to  time.  LESSEE  HEREBY  APPOINTS  LESSOR  OR ITS
         ASSIGNEE  ITS TRUE AND LAWFUL  ATTORNEY IN FACT TO EXECUTE ON BEHALF OF
         LESSEE  ALL  UNIFORM  COMMERCIAL  CODE  FINANCING  STATEMENTS  OR OTHER
         DOCUMENTS  WHICH,  IN LESSOR'S  DETERMINATION,  ARE NECESSARY TO SECURE
         LESSOR'S  INTEREST  IN SAID  EQUIPMENT.  The  filing  of UCC  Financing
         Statements is  precautionary  and shall not be evidence that this Lease
         is intended as security. If for any reason this agreement is determined
         not to be a lease,  Lessee hereby grants Lessor a security  interest in
         this Lease,  the  Equipment or  collateral  pertaining  thereto and the
         proceeds  thereof,  including  release,  sale  or  disposition  of  the
         Equipment or other collateral. If more than one Lessee is named in this
         Lease, the liability of each shall be joint and several. Time is of the
         essence with respect to this Lease.

36.      FORCE  MAJEURE.  Notwithstanding  any other term or  provision  of this
         Lease (and any Equipment  Schedule  entered into pursuant  hereto),  no
         party shall be responsible for or be in breach of or default under this
         Lease (and any Equipment Schedule entered into pursuant hereto) for any
         performance  delay or failure that is the result of any and all acts of
         God and other acts, events,  circumstances,  impediments or occurrences
         beyond the  control of the  delayed  person  (each a "Force  Majeure"),
         including (without limitation) any (i) accident or mishap not caused by
         the delayed person, (ii) assault,  attack, battle,  blockade,  bombing,
         embargo,  police  action,  siege  or  other  act of  defense,  offense,
         terrorism  or war  (whether  or not  declared),  in each  case  whether
         civilian,  militia,  military  or  otherwise  and  whether  domestic or
         foreign,  (iii)  governmental  regulation  or  decree  or other  act or
         failure to act of any governmental  authority or other regulatory body,
         in each case whether civil,  military or otherwise and whether domestic
         or foreign, (iv) earthquake, explosion, fire, flood, hurricane or other
         natural or man-made calamity or disaster,  (v) epidemic,  environmental
         contamination or other natural or man-made pestilence or toxic exposure
         (whether  biological,  chemical,  radiological  or  otherwise),  or any
         quarantine or other  restriction  arising  therefrom,  (vi) failure of,
         interruption  in  or  impairment  of  any  delivery,   internet,  mail,
         monetary,  power,


<PAGE>

         telecommunication,  transmission,  transportation  or utility system or
         any other  service,  product or equipment  provided or  maintained by a
         third party,  (vii)  lockout,  strike or similar  labor  interruptions,
         (viii) insurrection,  riot or other civil disturbance,  (ix) hacking or
         other   unauthorized   access,   spamming,   virus,   trojan  or  other
         unauthorized  program, or other computer or technological  tampering or
         attack,  or (x) sabotage or other criminal or intentionally  disruptive
         third party act, in each case together  with any and all  consequential
         disruptions,  delays,  effects or other  acts,  events,  circumstances,
         impediments  or  occurrences  and  irrespective  of  how  localized  or
         widespread.  Upon prompt notice to the other party,  the party affected
         by any Force Majeure shall be excused from performance hereunder to the
         extent and for so long as its  performance  hereunder  is  prevented or
         restricted  by a Force  Majeure (and the other party shall  likewise be
         excused from performance of its obligations  hereunder relating to such
         delayed  or  failed  performance  to the same  extent  and for the same
         duration);  provided  that the party so affected  shall use  reasonable
         efforts  (without  increased  cost) to avoid,  mitigate  or remove such
         Force  Majeure  and to  minimize  the  consequences  thereof,  and both
         parties shall resume  performance  hereunder  with the utmost  dispatch
         whenever such non-performance causes are removed.

37.      NO WAIVER BY ACTION,  ETC. Any failure of the Lessor to require  strict
         performance  by the  Lessee or any  waiver  by Lessor of any  provision
         herein  shall  not be  construed  as a  consent  or waiver of any other
         breach of the same or of any other  provision.  Any  waiver or  consent
         from either party respecting any provision of this Lease or any related
         document  shall be effective  only in the  specific  instance for which
         given and shall not be deemed,  regardless of frequency  given, to be a
         further or  continuing  waiver or consent.  The failure or delay of any
         party at any time to require  performance of, or to exercise or enforce
         its rights or remedies  with  respect to, any  provision  of this Lease
         shall not affect  such  party's  right at a later time to  exercise  or
         enforce any such  provision.  No notice to or demand on any party shall
         entitle  such  party to any other  notice or demand in similar or other
         circumstances.  Any  acceptance  by or on  behalf of a party of (A) any
         partial  or  late  payment,  reimbursement  or  performance  shall  not
         constitute a satisfaction  or waiver of the obligation  then due or the
         resulting default, or (B) any payment,  reimbursement or performance of
         any  obligation  during  the  continuance  of  any  default  shall  not
         constitute a waiver or cure thereof,  and the party or its designee may
         accept or reject any such payment, reimbursement or performance without
         affecting  any  obligation  or  any  of  the  party's  rights,  powers,
         privileges,  remedies and other interests under this Lease, any related
         document or applicable law. All rights,  powers,  privileges,  remedies
         and other  interests of each party  hereunder  are  cumulative  and not
         alternatives,  and they are in  addition  to (and  shall not limit) any
         other right, power,  privilege,  remedy or other interest of such party
         under this Lease, any related document or applicable law.

38.      SUCCESSORS AND ASSIGNS; ASSIGNMENT; INTENDED BENEFICIARIES.  This Lease
         and each  related  document  shall  be  binding  upon and  inure to the
         benefit of the successors,  permitted assigns and legal representatives
         of  each  party  (including,   without  limitation,   any  assignee  of
         substantially  all of the  business  or  assets  of  any  party  or any
         successor  by  merger).  Neither  party may assign any of its rights or
         obligations  under  this  Lease or any  related  document  to any other
         person without the consent of the other party; provided,  however, that
         either party may assign its rights and  obligations  hereunder in whole
         or in part to any of its affiliates  (without,  however,  relieving the
         assignor of any of its obligations hereunder) by giving the other party
         a copy of such  assignment.  Without  limiting  the  generality  of the
         foregoing,  Lessee  acknowledges and agrees that Lessor may pledge this
         Lease and all accounts,  payment  intangibles,  general intangibles and
         other rights and interest  arising  hereunder to one or more lender(s),
         such lender(s) shall be entitled upon default to enforce any and all of
         the rights, powers, privileges,  remedies and interests of Lessor as so
         assigned in accordance  with this Lease,  the applicable loan documents
         and  applicable  law, and such  lender(s)  shall not be  responsible or
         liable  for  any  of  the  acts,  omissions,   duties,  liabilities  or
         obligations  of Lessor or any of its  affiliates  under  this  Lease or
         otherwise.   Except  as   otherwise   provided  in  this   Lease,   the
         representations,  agreements and other provisions of this Lease are for
         the  exclusive  benefit  of the  parties  hereto,  and no other  person
         (including, without limitation, any creditor of a party) shall have any
         right or claim  against any party by reason of any of those  provisions
         or be entitled to enforce any of those provisions against any party.

39.      COUNTERPARTS,  GOVERNING  LAW,  AMENDMENTS,  ETC.  This Lease  shall be
         effective  on the date as of which this  Lease  shall be  executed  and
         delivered by the parties hereto. This Lease or any related document may
         be executed in two or more counterpart copies of the entire document or
         of signature  pages to the  document,  each of which may be executed by
         one or  more of the  parties  hereto  and  may be sent by fax or  other
         electronic  means,,  but  all of  which,  when  taken  together,  shall
         constitute a single  agreement  binding upon all of the parties hereto.
         This Lease and all related documents shall be governed by and construed
         in accordance with the applicable laws pertaining,  in the State of New
         York  (other  than those  conflict of law rules that would defer to the
         substantive laws of another  jurisdiction).  The headings  contained in
         this Lease or any related document are for reference  purposes only and
         shall not affect the  meaning  or  interpretation  of this Lease or any
         related  document.  Each and every  supplement  or  modification  to or
         amendment or restatement of this Lease or any related document shall be
         in writing and signed by all of the parties hereto,  and each and every
         waiver of, or consent to any departure  from,  any term or provision of
         this Lease or any  related  document  shall be in writing and signed by
         each affected party hereto.


<PAGE>

40.      WAIVER OF JURY TRIAL; ALL WAIVERS INTENTIONAL, ETC. In any action, suit
         or proceeding in any jurisdiction  brought against Lessor by Lessee, or
         vice versa, each party hereby absolutely, unconditionally,  irrevocably
         and expressly  waives forever trial by jury.  This waiver of jury trial
         by each  party,  and each  other  waiver,  release,  relinquishment  or
         similar surrender of rights (however expressed) made by a party in this
         Lease, has been absolutely, unconditionally, irrevocably, knowingly and
         intentionally made by such party.

41.      ENTIRE  AGREEMENT.  No party or any of its  representatives  has  made,
         accepted  or  acknowledged  any  representation,   warranty,   promise,
         assurance,  agreement,  obligation or understanding (oral or otherwise)
         to,  with  or  for  the  benefit  of  the  other  party  or  any of its
         representatives  other than as expressly set forth in this Lease.  This
         Lease  and any  Approval  Letter  issued by  Lessor  and any  Equipment
         Schedule  hereunder  contains the entire agreement of the parties,  and
         supersedes and completely replaces all prior and other  communications,
         discussions   and   other   representations,    warranties,   promises,
         assurances,  agreements and understandings (oral, implied or otherwise)
         between the  parties,  with  respect to the matters  contained  in this
         Lease.

IN WITNESS  WHEREOF,  the parties  have  executed  this Master  Lease  Agreement
effective as of the first date it is executed by Lessee below.


<TABLE>
<CAPTION>
<S>                                          <C>
SPAR Marketing Services, Inc. (Lessor)       SPAR Canada Company (Lessee)                  Date
                                                                                           As of
                                                                                          1/4/05
/s/ Robert G. Brown                          /s/ Charles Cimitile
--------------------------------------       --------------------------------------------------
Name:    Robert G. Brown                     Name:    Charles Cimitile
Title:   Chairman & Chief Executive          Title:   Chief Financial Officer
         Officer
</TABLE>


Home Office:  580 White Plains Road
              Tarrytown, NY 10591











<PAGE>
                 [Letterhead of SPAR MARKETING SERVICES, INC.]

  MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
                                   E-COMMERCE

                  SERVICES DEFINED BY THE RETURN THEY GENERATE

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

THIS IS COUNTERPART NO. OF 3 SERIALLY NUMBERED COUNTERPARTS.  TO THE EXTENT THAT
THIS DOCUMENT  CONSTITUTES  CHATTEL PAPER UNDER THE UNIFORM  COMMERCIAL CODE, NO
SECURITY  INTEREST IN THIS  DOCUMENT  MAY BE CREATED  THROUGH THE  TRANSFER  AND
POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.

                       EQUIPMENT LEASING SCHEDULE NO. 001
                          Dated: as of January 4, 2005
                                (this "Schedule")
                           Incorporating by Reference
             Master Lease Agreement dated as of January 4, 2005
                                     between
                   SPAR Marketing Services, Inc., as "Lessor",
                                       and
                        SPAR Canada Company, as "Lessee"
          (as the same may be supplemented or amended from time to time
             in the manner provided therein the "Master Agreement")

LESSEE AGREES TO LEASE THE HEREIN DESCRIBED EQUIPMENT FROM LESSOR, AND LESSOR BY
ACCEPTANCE  OF THIS  SCHEDULE,  AGREES TO LEASE THE  EQUIPMENT  TO LESSEE ON THE
TERMS AND  CONDITIONS  SET FORTH IN THIS  SCHEDULE,  WHICH  HEREBY  INCORPORATES
HEREIN BY REFERENCE ALL OF THE TERMS AND PROVISIONS OF THE MASTER AGREEMENT WITH
THE SAME FORCE AND EFFECT AS THOUGH FULLY SET FORTH HEREIN.

..

Rental Commencement  Date:  1/4/05
-----------------------------------


        Purchased From:                                        Cost
        ---------------                                        ----
        SSE Products, Inc.
        d/b/a SSE Technologies

        Handheld Computer Series

        9500 with supporting modems and cables
        previously purchased                                $105,000.00


Term:                               36 Months
Lease Rate Factor:                  3.168%
Monthly Rental Payment:             $3,326.00


               USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
--------------------------------------------------------------------------------
                 SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
                  * 580 WHITE PLAINS ROAD *TARRYTOWN, NY 10591
                    Phone 914-332-4100 * Fax 914-332-0741 *
            Email: servingyou@sparinc.com * Website: www.sparinc.com

<PAGE>
                 [Letterhead of SPAR MARKETING SERVICES, INC.]

  MERCHANDISING * MARKETING INTELLIGENCE * DATABASE MARKETING * TELESERVICES *
                                   E-COMMERCE

                  SERVICES DEFINED BY THE RETURN THEY GENERATE



THIS  SCHEDULE,  TOGETHER  WITH THE  MASTER  AGREEMENT  AND THE OTHER  DOCUMENTS
REFERRED  TO HEREIN AND  THEREIN  AND/OR  EXECUTED  IN  CONNECTION  HEREWITH  OR
THEREWITH,  CONSTITUTE THE ENTIRE AGREEMENT  BETWEEN LESSOR AND LESSEE AS TO THE
LEASING  OF THE  EQUIPMENT.  LESSEE  ACKNOWLEDGES  THAT  ON OR  BEFORE  LESSEE'S
EXECUTION AND DELIVERY OF THIS SCHEDULE IT RECEIVED A COPY OF THE PURCHASE ORDER
AND OTHER  PURCHASE  CONTRACTS  EVIDENCING  THE  ACQUISITION OF THE EQUIPMENT BY
LESSOR .

                                    BY   EXECUTION   OF   THIS   SCHEDULE,   THE
                                    UNDERSIGNED  CERTIFIES  THAT HE/SHE HAS READ
                                    THIS SCHEDULE, HAS EXECUTED AND ENTERED INTO
                                    THIS  SCHEDULE  ON BEHALF  OF LESSEE  AND IS
                                    DULY AUTHORIZED TO DO SO

LESSOR                                            LESSEE


/s/ Robert G. Brown                               /s/ Charles Cimitile
------------------------------                    ------------------------------
Robert G. Brown                                   Charles Cimitile
Chairman and Chief Executive Officer              Chief Financial Officer
SPAR Marketing Services, Inc.                     SPAR Marketing Force, Inc.



               USING TOMORROW'S TOOLS TO SOLVE TODAY'S CHALLENGES
--------------------------------------------------------------------------------
                 SPAR MARKETING SERVICES, INC. CORPORATE OFFICE
                  * 580 WHITE PLAINS ROAD *TARRYTOWN, NY 10591
                    Phone 914-332-4100 * Fax 914-332-0741 *
            Email: servingyou@sparinc.com * Website: www.sparinc.com