EXHIBIT 10.34

USbancorp                                                 MASTER LEASE AGREEMENT
----------------
Equipment Finance, Inc.

THIS LEASE,  dated as of January 20, 2005,  is made by and between U.S.  Bancorp
Equipment Finance,  Inc. - Machine Tool Finance Group,  hereafter referred to as
"Lessor," and ERAN ENGINEERING, INC., hereafter referred to as "Lessee."

LESSOR AND LESSEE COVENANT AND AGREE AS FOLLOWS:

1. PROPERTY LEASED.  Lessor agrees to lease to Lessee and Lessee agrees to lease
from Lessor the personal property  ("Property")  together with any replacements,
additions,  repairs,  now or hereafter  incorporated therein as described in any
Schedule to Master Lease Agreement ("Schedule") now or hereafter executed by the
parties hereto.

2. TERM.  This Lease shall become  effective on the execution  hereof by Lessor.
The Term of this Lease may  consist of an  "Interim  Term" and a "Base  Term" in
regard to each  Schedule.  The Interim Term for each Schedule shall begin on the
date that Lessee  executes a Delivery and  Acceptance  Certificate in connection
with any item of  Property  or  provides  to Lessor  written  authorization  for
payment for such item of Property.  Each Interim Term shall  continue  until the
Base Term Commencement  Date set forth in each Schedule.  The Base Term for each
Schedule shall begin on the Base Term  Commencement  Date and shall continue for
the period specified in each Schedule.  During each Interim Term, if any, Lessee
shall pay rental  ("Interim  Rental")  in the amount set forth in each  Schedule
plus applicable tax thereon.

3. RENT, PAYMENT AND TAXES. Rental payments are specified in each Schedule.  All
rents shall be payable by Lessee each month on or before the payment  date shown
in each Schedule at Lessor's address herein, or as otherwise directed by Lessor,
without  notice or demand and without  abatement,  set-off or  deduction  of any
amount whatsoever.  Lessee shall pay when due all taxes, fees,  assessments,  or
other charges,  however  designated,  now or hereafter  levied or based upon the
rentals, ownership, use, possession, leasing, operation, control, or maintenance
of the Property,  whether or not payable by Lessor,  excluding  Lessor's income,
franchise and business and occupation  taxes, and shall supply Lessor with proof
of payment satisfactory to Lessor at least seven (7) days before delinquency. At
its option,  Lessor may pay any tax,  assessment,  insurance  premium,  expense,
repair, release, confiscation expense, lien, encumbrance, or other charge or fee
payable hereunder by Lessee, and any amount so paid shall be repayable by Lessee
on demand.

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For any payment due  hereunder  which is not paid within ten (10) days after the
date such payment is due. Lessee agrees to pay a late charge calculated  thereon
at a rate of five percent (5%) of such overdue amount.  The parties hereto agree
that: a) the amount of such late charge represents a reasonable  estimate of the
cost that Lessor would incur in processing each delinquent payment by Lessee and
that such late charge  shall be paid an  liquidated  damage for each  delinquent
payment; and, b) the payment of late charges and the payment of Default Interest
are  distinct  and separate  from one mother.  Acceptance  of any late charge or
interest  shall not  constitute  a waiver of default with respect to the overdue
amount or  prevent  Lessor  from  exercising  any  other  available  rights  and
remedies.  Payments  received shall be applied first to delinquent  amounts due,
including late charges, then to current installments. If any such rental payment
is made by check and such check is returned to Lessor for any reason,  including
without limitation, insufficient funds in Lessee's account, then Lessee shall be
assessed a fee of $25.00 in  addition  to any other late charge or any other fee
which may be  applicable.  If the  Property is located in a  jurisdiction  which
imposes any "Sales,"  "Use," or "Rental" tax, at Lessor's  option,  Lessor shall
collect  such tax from  Lessee  and  remit  such tax to the  appropriate  taxing
authority  or Lessee  aha11 remit such tax  directly to the  appropriate  taxing
authority. Such requirement may only be waived if Lessee is exempt from such tax
under  applicable laws or  regulations.  Lessee is responsible for ensuring that
such  exemption  is  properly  documented  in  accordance  with  such  laws  and
regulations and that such  documentation  is provided to Lessor at the inception
of each Schedule.

Except as specifically  provided in the Schedule,  if the Property is subject to
personal  property taxes,  Lessor shall report all leased Property to the proper
taxing  authorities  unless the laws or  regulations  of the  applicable  taxing
jurisdictions require that Lessee shall report such Property. If Lessor receives
any invoice from the taxing authorities for applicable  personal property taxes,
Lessor shall pay any such taxes  directly and Lessee agrees to reimburse  Lessor
for all such taxes paid by Lessor.  If Lessee receives any such invoice,  Lessee
agrees to  promptly  remit such taxes  directly  to the taxing  authorities  and
maintain proof of payment.  Upon  termination of each Schedule,  Lessor will, if
applicable, estimate Personal Property Taxes on the Property based upon the most
recent tax  assessment  of the  Property or on the tax rates and  taxable  value
calculations as available from the appropriate taxing jurisdiction. In the event
that the actual  personal  property tax bill is within SSOO.OO of such estimate,
then Lessor shall not seek  reimbursement  from Lessee for my underpayment,  and
Lessor may retain any overpayment.  If the difference  between such estimate and
the actual tax bill exceeds  S500.00,  Lessor shall refund or Lessee shall remit
the entire difference.

4. LOSS OR DAMAGE. No loss or damage to the Property,  a any of it, shall impair
my obligation of Lessee hereunder.  Lessee assumes all risk of damage to or loss
of the Property, however caused, while in transit and during the term hereof. If
any Property is totally destroyed,  Lessee's liability to pay rent for it may be
discharged by paying Lessor the  Stipulated  Loss Value of the P r o m if such a
Value is provided in the applicable Schedule or, the amount specified in Section
14(e) of this Lease, less the amount of any recovery received by Lessor from any
insurance or other source.

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5. OWNERSHIP,  LOCATION,  MALNTENANCE  AND USE.  Lessee  transfers to Lessor all
right,  title and  interest,  including any and all  ownership  interest,  which
Lessee may have in or to the Property.  Lessee  represents  and warrants that it
has the  legal  right to make such  transfer  and that  such  transfer  does not
constitute a transfer of all or substantially  all of the assets of Lessee,  and
that such transfer  does not  constitute  all or a portion of a "bulk  transfer"
under he Uniform  Commercial  Code.  Unless  otherwise  stated in any  Schedule,
Lessor  shall  be he  owner of and hold  legal  title  to the  Property  for all
purposes.  At its own risk,  Lessee  shall use or permit the USC of the Property
primarily  at the location  specified  in the  Schedule  (unless the Property is
mobile,  in which case it may be moved in the ordinary  course of business)  and
shall not remove the Property from such location  without  prompt written notice
to  Lessor.  Notwithstanding  the  foregoing,  the  Property  shall not be moved
outside the United  States  without  Lessor's  prior  written  consent.  Without
Lessor's  prior  written  consent,  Lessee  shall  not loan,  sublet,  part with
possession  or  otherwise  dispose  of the  Property.  Lessee  shall at its sole
expense  maintain the Property in good repair,  appearance and functional  order
and in  compliance  with  any  manufacturer's  and  regulatory  maintenance  and
performance  standards,  shall keep complete records and documents regarding its
use,  maintenance and repair, shall not use or permit the use of the Property in
any unintended,  injurious or unlawful manner, shall not permit use or operation
of the Property by any one other than Lessee's qualified employees and shall not
change or alter the Property  without  Lessee's  written  consent.  Lessee shall
adhere to reasonable  practices for Lessee's  industry and the type of Property,
for security against terrorism and other risks. Lessee shall not create,  cause,
or permit any kind of claim,  levy,  lien or legal process on the Property,  and
shall forthwith satisfy, remove and procure the release thereof. The Property is
and always shall remain personal property.  Lessee shall not cause or permit the
Property  to be used or  located  in such a manner  that it  might  be  deemed a
fixture.  Lessee  shall  secure  from each  person not a party  hereto who might
secure an interest lien or other claim in the  Property,  a waiver  thereof.  At
Lessor's  request,  Lessee  shall  affix  and  maintain,  at its  expense,  in a
prominent and visible location, all ownership notices supplied by Lessor.

6.  LEASE.  This is a  non-cancelable  contract  of lease.  Except as  otherwise
provided in any  Schedule  hereunder,  nothing  herein or in any other  document
executed in conjunction  herewith shall be construed as conveying or granting to
Lessee any right, title or interest,  legal or equitable, in or to the Property,
other than  possession  and use,  subject to and upon full  compliance  with the
provisions  hereof.  Lessor shall not  interfere  with  Lessee's  right of quiet
enjoyment so long as there is no Event of Default  hereunder.  Lessee and Lessor
agree  that  this  Leasc\e  is a  "Finance  Lease"  as  defined  by the  Uniform
Commercial  Code  Article  2A,  the  Uniform  Personal   Property  Leasing  Act.
Notwithstanding  the  foregoing,  Lessee  hereby  grants  to  Lessor a  security
interest  in  the  Property  and in any of  Lessee's  rights  in any  associated
software,  as security for all Lessee's  obligations to Lessor of every kind and
nature. Lessee authorizes Lessor to file financing  statement(s) and to be named
as lienholder and/or owner on any vehicle title(s).

Lessee  hereby  acknowledges  that all of the leased  Property  was  selected by
Lessee from  supplier(s)  chosen by Lessee.  Lessee is familiar  with all supply
contract  rights  provided by the  supplier(s) and is aware that the supplier(s)
may be contacted for a full  description of any rights Lessee may have under any
supply  contract.  Providing  Lessee is not in default under this Lease,  Lessor
hereby  assigns to  Lessee,  without  recourse,  all  rights  arising  under any
warranties  applicable to the Property provided by the manufacturer or any other
person.  All proceeds of any warranty claim from the  manufacturer  or any other
person shall first be used to repair the affected Property.

7. GENERAL  INDEMNIFICATION  AND INSURANCE.  Lessee  assumes  liability for, and
agrees to defend,  indemnify and hold Lessor harmless from any claim, liability,
loss, cost, expense,  or damage of every nature (including,  without limitation,
fines,  forfeitures,  penalties,  settlements,  and attorneys' fee) by or to any
person whomsoever and/or property whatsoever, regardless of the basis, including
allegations (by third parties) of wrongful,  negligent or improper act or misuse
by  Lessor,  which  results  from  or  pertains  to the  leasing,  manufacturer,
delivery,  ownership,  use,  possession,  selection,   performance,   operation,
inspection,  condition  (including without limitation,  latent or other defects,
and whether or not discoverable),  improvements,  removal,  return or storage of
the Property,  except  arising while the Property is in the possession of Lessor
or its agent.

<PAGE>

Upon request of Lessor, Lessee shall assume the defense of all demands,  claims,
or actions,  suits and all  proceedings  against  Lessor for which  indemnity is
provided and shall allow Lessor to  participate in the defense  thereof.  Lessor
shall be  subrogated  to all rights of Lessee for any  matter  which  Lessor has
assumed obligation  hereunder,  and may settle any such demand, claim, or action
without  Lessee's  prior  consent,  and without  prejudice to Lessor's  right to
indemnification hereunder.

At its expense,  Lessee shall  maintain in force,  at all times from shipment of
the  Property  to Lessee  until  surrender  thereof,  property  damage  and risk
insurance and  liability  insurance  with such coverage and from such  insurance
carriers  as shall be  satisfactory  to  Lessor.  The  Property  must be insured
against all risks which are customarily  insured against on the type of property
leased hereunder.  The amount of Lessee's liability  insurance shall not be less
than  $1,000,000.00.  Such insurance  policies must name Lessor as an additional
insured and loss payee,  and provide for ten (10) days advance written notice to
Lessor of modification or cancellation.  Lessee shall, upon request,  deliver to
Lessor  satisfactory  evidence of the  insurance  coverage.  In the event Lessee
fails to do so, Lessor may, at Lessor's option,  in addition to any other rights
available  to  Lessor,  obtain  coverage,  and any sum paid  therefor  by Lessor
(including any charges assessed by Lessor for such service) shall be immediately
due and payable to Lessor by Lessee.

8. INCOME TAX  INDEMNITY.  Lessee  hereby  represents,  warrants,  and covenants
Lessor as follow:

(a)   This  Lease all be a lease for  federal  and state  income  tax  purposes;
      Lessor shall be treated as the purchaser, owner, lessor, and original user
      of the  Property  and Lessee  shall be mated as the lessee of the Property
      for such purposes.

(b)   Lessor shall be entitled to  depreciation  deduction  with respect to each
      item of Property as provided  by Section  167(a) of the  Internal  Revenue
      Code of 1986. as amended (the "Code"), determined under Section 168 of the
      Code by using the applicable  depreciation method, the applicable recovery
      period,  and the  applicable  convention,  all as may be  specified on the
      applicable Schedule for the Property, and Lessor shall also be entitled to
      corresponding state depreciation deductions.

(c)   For purposes of determining  depreciation  deductions,  the Property shall
      have an income tax basis equal to Lessor's cost for the Property specified
      on the applicable Schedule, plus such expenses of the transaction incurred
      by Lessor as may be included in basis under Section 1012 of the Code,  and
      shall be placed in service  (and  certified as such by Lessee) by the last
      business  day of the same  calendar  year in which the  Schedule  for such
      Property is executed.  (d) The maximum  federal and state income tax rates
      applicable  to Lessor in effect on the date of execution and delivery of a
      Schedule  with  respect  to an item or items of  Property  will not change
      during the lease term applicable to such Property.

<PAGE>

If  for  any  reason  whatsoever  any  of the  representations,  warranties,  or
covenants of Lessee  contained in this Lease or in any other agreement  relating
to the Property shall prove to be incorrect and (i) Lessor shall  determine that
it is not entitled to claim all or any portion of the depreciation deductions in
the amounts and in the taxable  years  determined  as  specified in (3) and (c),
above,  or  (ii)  such   depreciation   deductions  are  disallowed,   adjusted,
recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue
Service or applicable state taxing authority (such determination,  disallowance,
adjustment,  recomputation,  reduction,  or  recapture  being  herein  called  a
"Loss"),  then Lessee shall pay to Lessor as an indemnity and as additional rent
such  amount as shall,  in the  reasonable  opinion  of Lessor,  cause  Lessor's
after-tax  economic  yield (the "Net Economic  Return") to qua1 the Net Economic
Return that would have been  realized  by Lessor if such Loss had not  occurred.
The amount  payable to Lessor  pursuant to this section  shall be payable on the
next  succeeding  rental payment date after written demand  therefor from Lessor
accompanied by a written statement describing in reasonable detail such Loss and
the computation of the amount so payable.

Further,  in the event (i) there shall be any change,  amendment,  addition,  or
modification  of any  provision  of  applicable  state  law or of  the  Code  or
regulations thereunder or interpretation thereof with respect to the matters set
for& in this  section  with respect to any Property or (ii) if at any time there
shall be any change,  amendment,  addition,  or modification of any provision of
applicable state law or of the Code or regulations  thereunder or interpretation
thereof  with  respect to the maximum  applicable  federal and state  income tax
rates as set forth in (d) above,  which  results in a decrease in  Lessor's  Net
Economic Return, then Lessor shall recalculate and submit to Lessee the modified
rental rate required to provide  Lessor with the same Net Economic  Return as it
would  have  realized   absent  such  change  and  the  Lease  shall   thereupon
automatically be deemed to be amended to adopt such rental rate and values.

9. INSPECTION AND REPORTS.  Lessor shall have the right, at any reasonable time,
to enter on Lessee's  premises or  elsewhere  and inspect the  Property  and any
records and document  regarding its use,  maintenance  and repair.  Lessee shall
give Lessor immediate notice and copy of all tax notices, reports, or inquiries,
and of all seizure, attachment, or judicial process affecting or relating to the
use,  maintenance,  operation,  possession,  or ownership of the Property.  Upon
Lessor's  request,  but in no event  later  than  thirty  (30) days  after  such
request,  Lessee shall deliver all information  requested by Lessor which Lessor
deems responsibility necessary to determine Lessee's faithful performance of the
term  hereof.  Within  I50 days after the close of each  fiscal  year of Lessee,
Lessee  shall  deliver  to Lessor  true and  complete  copies  of its  financial
statements  (including.  without  limitation,  a balance  sheet,  a statement of
income and surplus account and a statement of changes in financial position) for
the immediately  preceding fiscal year, setting forth the corresponding  figures
for the prior fiscal year in comparative  form, all in reasonable detail without
any  qualification  or  exception  deemed  material  by Lessor.  Such  financial
statements  shall be  prepared  at least as a  review  by  Lessee's  independent
certified  accountants and, if prepared as an audit,  shall be certified by such
accountants.   Lessee  shall  also  Furnish  Lessor  with  any  other  financial
information  deemed  reasonably  necessary by Lessor.  Each financial  statement
submitted by Lessee to Lessor  shall be prepared in  accordance  with  generally
accepted  accounting  principles  consistently  applied  and  shall  fairly  and
accurately  present the Lessee's  financial  condition and results of operations
for the period to which it pertains.

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10. LESSEE'S REPRESENTATIONS AND WARRANTLES. Lessee hereby represents, warrants,
and covenants that:

(a)  Lessee  has  adequate  power  and  capacity  to enter  into  this b e , any
Schedule,  and any other  documents  required to be delivered in connection with
this  Lease  (collectively,  the  "Documents");  the  Documents  have  been duly
authorized,  executed and delivered by Lessee and  constitute  valid,  legal and
binding  agreements,  enforceable in accordance  with their terms;  there are no
proceedings  presently  pending or, to the best knowledge of Lessee,  threatened
against Lessee which will impair its ability to perform under the Lease; and all
information supplied to Lessor is accurate and complete.

(b) Lessee's  entering into the Lease and leasing the Property does not and will
not; (i) violate any judgment,  order, or law applicable to the Lease, Lessee or
Lessee's  organizational  documents; or (ii) result in the creation of any lien,
security interest or other  encumbrance upon the Property,  other than s granted
hereunder.

(c) All information and representations furnished by Lessee to Lessor concerning
the Property arc accurate and correct.

(d) All financial  data of Lessee or of any  consolidated  group of companies of
which Lessee is a member ("Lessee Group") delivered to Lessor have been prepared
in  accordance  with  generally  accepted  accounting  principles  applied  on a
consistent  basis with prior periods and fairly  present the financial  position
and results from operations of Lessee,  or of the Lessee Group, as of the stated
date and  period(s).  Since the date of the most  recently  delivered  financial
data,  there has been no material  adverse  change in the financial or operating
condition of Lessee or of the Lessee Group.

(e) If Lessee is a business  entity,  it is and shall be validly existing and in
good standing under laws of the state of its organization, and Lessee shall give
written  notice to Lessor  within 30 days of any  termination  or  revocation of
Lessee's  existence  by its state of  organization.  Lessee shall not change its
state of organization, headquarters or residence without providing prior written
notice to  Lessor.  The  persons  signing  the  Documents  are  acting  with all
necessary authority and hold the offices indicated below their signatures, which
arc genuine.

11.  ASSIGNMENT.  LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY OF
ITS RIGHTS OR OBLIGATIONS  UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL OR
ANY PART OF THE LEASED  PROPERTY  WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR IN
CONNECTION  WITH THE GRANTING OF SUCH CONSENT AND THE  PREPARATION  OF NECESSARY
DOCUMENTATION,  A FEE  SHALL  BE  ASSESSED  EQUAL  TO ONE  PERCENT  (1%)  OF THE
REMAINING BALANCE THEN DUE HEREUNDER PLUS ANY RESIDUAL VALUE OF THE PROPERTY. In
the event that Lessor has  consented  to any  sublease of the  Property.  Lessee
hereby  assigns  and grants to Lessor a security  interest in any and all rights
under any  sublease(s),  to secure all  obligations to Lessor,  and Lessee shall
deliver to Lessor the original of such sublease(s).

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LESSEE AGREES THAT LESSOR MAY ASSIGN OR TRANSFER THIS LEASE OR LESSOR'S INTEREST
IN TRE LEASED  PROPERTY  WITHOUT NOTICE TO LESSEE.  Any assignee of Lessor shall
have all of the rights, but none of the obligations,  of Lessor under this Lease
and  Lessee  shall not  assert  against  any  assignee  of Lessor  any  defense,
counterclaim or offset that Lessee may have against Lessor.  Lessee acknowledges
that any  assignment or transfer by Lessor will not materially  change  Lessee's
duties or obligations  under this Lease nor  materially  increase the burdens or
risks  imposed on Law.  Lessee  shall  cooperate  with Lessor in  executing  any
documentation reasonably required by Lessor or any assignee of Lessor effectuate
any such assignment.

12.  SURRENDER.  As long as Lessee has provided  notice to Lessor in  accordance
with the Schedule  prior to the  expiration or termination of the term specified
in each Schedule,  unless Lessee shall  exercise any purchase  option granted in
connection  with  such  Schedule,  Lessee  shall,  at its risk and  expense  and
according to manufacturer's recommendations, assemble, prepare for delivery, and
deliver the  applicable  Property and all  manuals,  records,  certificates  and
documents regarding its use, maintenance and repair to any location specified by
Lessor  within  the  continental  United  States.  To the  extent  that any such
purchase  option  specifies  that the  purchase  price shall be the "fair market
value" of the  Property,  the term "fair  market  value" shall be defined as the
value of the Property in continued use. Upon return of the Property any upgrades
and  improvements  shall become the property of Lessor.  Any upgrades,  parts or
improvements  may only be removed from the Property if their  removal  shall not
impair the  Property  ability  to  operate  according  to any  manufacturer  and
regulatory  performance  standards  and  specifications.  The Property  shall be
delivered  unencumbered  and free of any liens,  charges,  or other  obligations
(including  delivery  expense and sales or use taxes, if any,  arising from such
delivery) and shall be in good working order, in the same condition, appearance,
and functional  order as when first leased  hereunder,  reasonable wear and tear
excepted,  and  in the  condition  specified  or  described  in  the  applicable
Schedule.  At Lessor's request,  Lessee shall at Lessee's expense provide Lessor
with a written  certification  by an  independent  engineer or other  recognized
expert  acceptable to Lessor to the effect that the Property is in the condition
required  hereunder.  In lieu of  delivery,  Lessor may,  at its option,  direct
Lessee to  dispose of all or a portion  of the  Property  in a proper and lawful
manner at a recognized disposal site at Lessee's sole cart and responsibility.

l3.  DEFAULT.  Time is of the essence  under this Lease,  and Lessee shall be in
default  in the event of any of the  following  ("Event  of  Default"):  (a) any
failure  to pay when due the full  amount  of any  payment  required  hereunder,
including, without limitation,  rent, taxes, liens, insurance,  indemnification,
repair or other charge;  (b) any  misstatement  or false statement in connection
with,  or  non-performance  of  any  of  Lessee's  obligations,  agreements,  or
affirmations   under  or  emanating  from,  this  Lease,   (c)  Lessee's  death,
dissolution,  termination of existence;  (d) if any of the following  actions or
proceedings  are not  dismissed  within  sixty  (60)  days  after  commencement:
Lessee's  insolvency,  becoming the subject of a petition in bankruptcy,  either
voluntary or involuntary,  or in any other proceeding  under federal  bankruptcy
laws;  making an assignment for benefit of creditors;  or being named in, or the
Property being  subjected to a suit for the  appointment of a receiver,  (e) any
default under any agreement between Lessee and Lessor (other than this Lease) or
between Lessee and any affiliate of Lessor;  (f) any failure to pay, as and when
due, any obligation of Lessee,  whether or not to Lessor,  arising independently
of this Lease; (g) any removal, sale, transfer, sublease,  encumbrance,  seizure
or levy of or upon the Property; (h) bankruptcy, insolvency, termination, death,
dissolution,  or default of any  guarantor for Lessee;  or (i) any  unauthorized
filing by Lessee of a termination  statement for any termination statement filed
by Lessor.

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14.  REMEDIES.  Upon the occurrence of any Event of Default which  continues for
more  than ten  (10)  days and at any time  thereafter,  Lessor  shall  have all
remedies  provided by law; and without  limiting the generality of the foregoing
and without terminating this Lease,  Lessor, at its sole option,  shall have the
right at any time to exercise  concurrently,  or  separately,  without notice to
Lessee (unless specifically stated), any one or all of the following remedies.

(a) Request Lessee to assemble the Property and make it available to Lessor at a
reasonable  place  designated by Lessor and put Lessor in possession  thereof on
demand;

(b)  Immediately  and without legal  proceedings or notice to Lessee,  enter the
premises,  take  possession  of,  remove and retain  the  Property  or render it
unusable (any such taking shall not terminate this Lease);

(c)  Declare  the  entire  amount  of rent  and  other  sums  payable  hereunder
immediately  due and payable;  however,  in no event shall Lessor be entitled to
recover any amount in excess of the maximum permitted by applicable law;

(d)  Terminate  the leasing of any or all items of  Property.  Such  termination
shall  occur only upon notice by Lessor and only as to such items of Property as
Lessor specifically elects to terminate. This Lease shall continue in full force
and effect as to any remaining items;

(e) Recover the sum of: (i) any accrued and unpaid  rent,  plus (ii) the present
value of all future rentals reserved in the Lease and contracted to be paid over
the unexpired term of the Lease, discounted at the me of six percent (6%); plus,
(iii) the  anticipated  residual  value of the Property as of the  expiration of
this  Lease  or  my  renewal  thereof;  (iv)  any  indemnity  payment,  if  then
determinable;  (v) all commercially  reasonable  costs and expenses  incurred by
Lessor in any repossession,  recovery,  storage, repair, sale, re-lease or other
disposition of the Property,  including legal expenses and reasonable attorneys'
fees;  and,  (vi) the  value of all tax  benefits  lost to Lessor as a result of
Lessee's  default or the  enforcement by Lessor of any remedy;  plus interest on
each of the foregoing at a rate of fifteen  percent  (15.0(degree)/0)  per anmum
("Default Interest"); and,

(f) Lessor  may,  but is not  required  to,  re-lease  or sell any or all of the
Property  at a public or private  sale on such terms and notice as Lessor  shall
deem  reasonable.  The  proceeds  of any sale or lease  shall be  applied in the
following  order of priorities:  (i) to pay all of Lessor's  expenses in taking,
removing, holding, repairing and disposing of Property, including legal expenses
and reasonable  attorneys'  fees; then (ii) to pay any late charges and interest
accrued; then (iii) to pay accrued but unpaid rent together with the anticipated
residual  value,  future  rent,  interest  and all  other  due but  unpaid  sums
(including any  indemnification and sums due under other Leases or agreements in
default).  Any remaining  proceeds will  reimburse  Lessee for payments which it
made to reduce the  amounts  owed to Lessor in the  preceding  sentence.  Lessor
shall keep any  excess.  If the  proceed4 of any sale or lease are not enough to
pay the  amounts  owed to  Lessor  under  this  Section.  Lessee  shall  pay the
deficiency.

<PAGE>

No remedy  referred to in this paragraph is intended to be exclusive,  but shall
be cumulative and in addition to any other remedy referred to above or otherwise
available to Lessor at law or in equity.

15. LESSEE'S  WAIVERS.  To the extent permitted by applicable law, Lessee hereby
waives any and all rights and remedies now or hereafter  conferred by statute or
otherwise  including  but not  limited  to  Lessee's  rights  to:  (i) cancel or
repudiate this Lease;  (ii) reject or revoke  Acceptance of the Property;  (iii)
recover damages from Lessor for any breaches of warranty;  (iv) claim,  grant or
permit a security interest in the Property in Lease's  possession or control for
any  reason;  (v)  deduct  all or part of any  claimed  damages  resulting  from
Lessor's default, if any, under this lease; (vi ) accept any partial delivery of
the  Property;  (vii)  "cover" by making any purchase or lease of or contract to
purchase or lease property in substitution for the Property;  or (viii) commence
legal action against Lessor for specific performance,  replevin,  sequestration,
claim and delivery or the like for the Property.

16. NOTICES,  ATTORNEYS' FEES,  GOVERNING LAW AND JURY WAIVER. All notices shall
be mailed or  delivered  facsimile  transmission  or  overnight  courier  to the
respective  parties at the addresses  shown on any Schedule hereto or such other
address  as  a  party  may  provide  in  writing  from  time  to  time.  In  any
interpretation  or  enforcement  of the Lease and any  related  documents  or my
dispute related thereto or to the relationship between the parties, Lessee shall
pay Lessor's  legal  expenses and  reasonable  attorneys'  fees,  including  any
incurred before and at trial, on appeal,  in any other proceeding or without any
litigation  being  filed.  This  Lease,  and the rights and  liabilities  of b e
parties shall be governed by applicable federal law and the Laws of the State of
Oregon.  In the event of suit arising out of this Lease,  venue may, at Lessor's
option,  be laid in  Multnomah  County,  Oregon.  Service of prows by  overnight
courier will be  sufficient  to confer  personal  jurisdiction  over the Lessee.
LESSOR  AND  LESSEE  EACH  IRREVOCABLY  WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
LITIGATION ARISING FROM OR RELATED TO THIS LEASE.

17. SEVERABILITY. If any of he provisions of this Lease are contrary to,
prohibited by, or held invalid under applicable laws, regulation or public
policy of any jurisdiction in which it is sought to be enforced, then that
provision shall be considered inapplicable and omitted but shall not invalidate
the remaining provisions. In no event shall this Lease be enforced in any way
which permits Lessor to charge or collect interest in excess of the maximum
lawful rate. Should interest collected exceed such rare, Lessor shall refund
such excess interest to Lessee. In each event, Lessee agrees that Lessor shall
not be subject to my penalties provided by law for contracting for or collecting
interest in excess of the maximum lawful rate.

<PAGE>

18.  SURVIVAL.  All of Lessor's  rights,  privileges and  indemnities  contained
herein shall survive the  expiration or other  termination  of the Lease and any
Schedules,  and the rights,  privileges  and  indemnities  contained  herein are
expressly  made for the benefit of, and shall be  enforceable  by,  Lessor,  its
successors and assigns.

19.  LESSOR'S  DISCLAIMERS;  DISCLAIMERS OF WARRANTIES.  Lessor has obtained the
Property based on specifications  furnished by the Lessee.  Lessor does not deal
in  property of this kind or  otherwise  hold itself or its agents out as having
knowledge or dull  peculiar to the  Property.  Lessee  acknowledges  that it has
relied on its own skill and  experience  in selecting  property  suitable to the
Lessee's  particular  needs or purposes and has neither relied upon the skill or
judgment of Lessor nor  believes  that Lessor or its agents  possess any special
skill or judgment in the selection of Property for Lessee's particular purposes.
Further,  Lessee has not notified Lessor of Lessee's  particular n& in using the
Property.

Lessee  understands  and agrees that neither the supplier(s) nor any salesman or
any agent of the  supplier(s)  is an agent of Lessor.  No  salesman  or agent of
supplier is  authorized  to waive or alter any term or  condition of this Lease,
and no  representation  as to the  Property or any other  matter by the supplier
shall in any way affect Lessee's duty to pay the rent and perform its obligation
as set forth in this  Lease.  Lessor  shall  not be  liable  to  Lessee  for any
incidental,  consequential,  or  indirect  damages  or  for  any  act,  neglect,
omission, breach or default by any third party.

LESSOR ASSUMES NO RESPONSIBILITY FOR AND MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED,  AS TO THE TITLE,  DESIGN,  COMPLIANCE WITH  SPECIFICATIONS,
CONDITION,   QUALITY,   WORKMANSHIP,  OR  THE  SUITABILITY,   SAFETY,  ADEQUACY,
OPERATION,  USE OR PERFORMANCE OF THE PROPERTY OR AS TO ITS  MERCHANTABILITY  OR
FITNESS  FOR ANY  PARTICULAR  PURPOSE OR AS TO PATENT,  TRADEMARK  OR  COPYRIGHT
IFRINGEMENT. ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY OF THIS LEASE.

LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY  REPRESENTATION,  CLAIM,  BREACH OF
WARRANTY, EXPENSE OR LOSS DIRECTLY OR INDIRECTLY CAUSED BY ANY PERSON. INCLUDING
LESSOR, OR IN ANY WAY RELATED TO THE PROPERTY.

20. ENTIRE AGREEMENT,  WAIVERS, SUCCESSORS,  NOTICE. This Lease and any Schedule
and associated  documents  exp1.essly  referring  hereto (each, a "Transaction")
contain  the entire  agreement  of the  parties  and shall not be  qualified  or
supplemented by course of dealing.  However,  in any case where the Lessor takes
an assignment From a vendor of its security  interest in the same Property,  the
terms of the Transaction shall be incorporated  into the assigned  agreement and
shall prevail over any Inconsistent  terms therein but shall not be construed to
create a new contract No waiver or modification by Lessor of any of the terms or
conditions  hereof shall be effective  unless in writing signed by an officer of
Lessor.  No waiver or indulgence by Lessor of any default or deviation by Lessee
of any required performance shall be a waiver of Lessor's right to subsequent or
other full and timely  performance.  This Lease  shall be binding on the parties
hereto  and their  respective  successors  and  assigns  and shall  inure to the
benefit  of  such  successors  and  assigns.  Paragraph  headings  shall  not be
considered a part of this Lease. If any of the executed  Documents are delivered
to Lessor by facsimile  transmission,  such Documents (and  signatures  thereon)
shall be treated as, and have the same force and effect as, originals.

Under Oregon law, most agreements, promises and commitments made by Lessor after
October 3, 1989,  concerning loans and other credit extensions which are not for
personal,  family or  household  purposes  or  secured  solely  by the  Lessee's
residence must be in writing,  express  consideration and be signed by Lessor to
be enforceable.

BY INITIALING THIS SECTION,  LESSEE  ACKNOWLEDGES THAT LESSEE HAS READ THE ABOVE
PARAGRAPHS  UNDER  SECTION 19,  LESSOR'S  DISCLAIMERS,  AND  SECTION 20.  ENTIRE
AGREEMENT, AND FULLY UNDERSTANDS THEIR CONTENT.


                                                            INITIALED:__________

21. POWER OF  AITORNEY.  LESSEE  HEREBY  AUTHORIZES  AND APPOINTS  LESSOR AS ITS
ATTORNEY-IN-FACT  TO  COMPLETE,  AMEND AND EXECUTE IN LESSEE'S  NAME AND TO MAKE
NON-MATERIAL AMENDMENTS (INCLUDIING COMPLETING AND CONFORMING THE DESCRIPTION OF
THE PROPERTY (INCLUDING SERIAL NUMBERS)) ON ANY DOCUMENT IN CONNECTION WITH THIS
AGREEMENT   (INCLUDING  ANY  DOCUMENT   NECESSARY  FOR  PROCESSING  ANY  VEHICLE
CERTIFICATE OF TITLE) AND TO OBTAIN, ADJUST AND SETTLE ANY INSURANCE REQUIRED BY
THIS  AGREEMENT  AND TO ENDORSE ANY DRAFTS IN  CONNECTION  WITH SUCH  INSURANCE.
Lessee shall also promptly execute and deliver to Lessor such further  documents
d take further  action as Lessor may request to more  effectively  carry out the
intent and purposes of this Lease.

IN WITNESS  WHEREOF,  Lessor and  Lessee  have each  caused  this  Master  Lease
Agreement to be duly executed as of the day and year first above written.

U.S. Bancorp Equipment Finance, Inc. - Machine Tool Finance Group
(LESSOR)

By: _______________________
An Authorized Officer Thereof


ERAN ENGINEERING, INC.
(LESSEE)

By: /s/ Joseph Gledhill
------------------------------
JOSEPH GLEDHILL
PRESIDENT

<PAGE>

                       ADDRESS FOR ALL NOTICES TO LESSOR:
                                  PO Box 230789
                             Portland, OR 97281-0789
                                              SCHEDULE TO MASTER LEASE AGREEMENT
Equipment Finance

                                         Schedule Number 609150a-022-0029531-001

THIS  SCHEDULE  is made as of  January  20,  2005 by and  between  U.S.  Bancorp
Equipment  Finance,  Inc. - Machine Tool  Finance  Group  ("Lessor")  having its
principal place of business at PO Box 230789, Portland, OR 97231-0789,  and ERAN
ENGINEERING,  INC.  ("Lessee"),  having its  business  located  at,  1021 FULLER
STREET, SANTA ANA, CA 92701,  pursuant to the Master Lease Agreement dated as of
January 20, 2005  between  Lessee and Lessor (the  "Lease"),  the terms of which
(including the definitions) are incorporated  herein. The terms of the Lease and
this Schedule together shall constitute a separate instrument. Capitalized terms
used but not defined herein are used with the respective  meanings  specified in
the Lease. If any terms hereof are inconsistent with the terms of the Lease, the
terms hereof shall prevail.

             LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:

1. The  following  specified  equipment  (the  "Property")  is  hereby  made and
constituted Property for all purposes pursuant to the Lease:

ONE (1) KITAMURA  MODEL 8X BRIDGE CENTER WITH GLASS SCALES,  FULL FULL 4TH AXIS,
16 INCH ROTARY TABLE, FANUC IIMF CONTROL,  CAT 50, TRAVELS OF 44 INCHES IN Y, 98
INCHES IN X

TOGETHER  WITH ALL  REPLACEMENTS,  PARTS,  REPAIRS,  ADDITIONS,  ACCESSIONS  AND
ACCESSORIES  INCORPORATED THEREIN OR AFFIXED OR ATTACHED THERETO AND ANY AND ALL
PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE RECOVERIES.

2. The Property will be installed or stored at the following address:

1021 FULLER STREET, SANTA ANA, CA 92701County: ORANGE

3. The cost of the Property ("Property Cost") is: $144,000.00

                                       Please Initial Here: ____/s/_____________

4. The total amount financed pursuant to this Schedule is: $119,000.00.

5. Lessee shall owe basic rental payments (plus  applicable  sales/use taxes) in
Arrears  payable as follows:  Thirty Six (36)  rental  payments in the amount of
$3,655.36  each.  The first such  payment  shall be due  thirty  (30) days after
acceptance (the "Equipment  Acceptance Date").  Each subsequent payment shall be
due on the Payment Due Day (as defined in the paragraph below)  corresponding to
the day of the month of the Equipment Acceptance Date.

<PAGE>

PAYMENT DUE DAY.  Payment Due Days are on the 1st,  10th and 20th of each month.
Acceptance or Rental  Commencement  Dates  occurring on the 26th through the 5th
day of a month  shall  have a  Payment  Due  Day on the  First  of  each  month.
Acceptance or Rental  Commencement  Dates  occurring on the 6th through the 15th
day of a  month  shall  have a  Payment  Due  Day on the  10th  of  each  month.
Acceptance or Rental  Commencement  Dates occurring on the 16th through the 25th
day of a month shall have a Payment Due Day on the 20th of each month.

6.  PAYMENT   ADJUSTMENT.   If  a  Delivery  and   Acceptance   Certificate   (a
'Certificate')  is not  executed  within  Ten  (10)  day(s)  of the date of this
Schedule,  then, as of the date such  Certificate  is executed (the  'Adjustment
Date'),  the monthly rental payments due hereunder  shall be recalculated  based
upon increases in the spot rate for Forty Eight (48)-month U.S.  Bancorp's Funds
Transfer Pricing Rate/Cost of Funds (the 'Spot Rate') from the date hereof until
the Adjustment  Date. If, on the Adjustment  Date, the Spot Rate is greater than
3.41%,  then the monthly  rental  payments due  hereunder  shall be increased to
reflect the actual rate.  Thereafter,  the monthly rental  payments shall remain
fixed during the Term hereof.

7. LATE  CHARGE.  If any  installment  of rent shall not be  received  by Lessor
within ten (10) days after such amount is due, Lessee shall pay to Lessor a late
charge  equal to the lesser of the  maximum  amount  allowed by law or Eight (8)
percent of such overdue  amount (due to additional  credit  monitoring and other
costs).

8. TITLE PASSAGE.  a. Lessee is obligated to purchase the Property at the end of
the Term or any renewal  hereof for a purchase  price of $ 101.00 (the "Purchase
Price").  The Purchase  Price shall be deemed to be the  "anticipated"  residual
value  of the  Property  (as  such  term is used in the  Lease).  Any  ownership
interest of Lessor in the Property is hereby  transferred  to Lessee "As Is" and
"Where  Is"  without  any  express  or implied  representations  or  warranties.
Notwithstanding  the foregoing,  Lessor shall retain a security  interest in the
Property.

b. Notwithstanding anything to the contrary in the Lease, this Schedule shall be
deemed to be a  conditional  sales  contract  and Lessor is not and shall not be
deemed to be the owner of the Property for any purpose.  Therefore, Lessor shall
not be liable for  personal  property  taxes  assessed  against the Property and
shall not report the Property to the applicable  taxing  authorities.  As owner,
Lessee shall report and remit directly to the applicable taxing  authorities any
and all personal  property  taxes assessed  against the Property,  in accordance
with applicable law, and shall maintain proof of payment.

9.  Lessor and Lessee  agree that  Section 8 of the Lease  entitled  'Income Tax
Indemnity' shall NOT apply to this Schedule.

IN WITNESS WHEREOF,  the Lessor and the Lessee have each caused this Schedule to
be duly  executed  as of the day and year  first  above  written.  U.S.  Bancorp
Equipment Finance, Inc. - Machine Tool Finance Group (LESSOR)

<PAGE>

By: _______________________
An Authorized Officer Thereof


ERAN ENGINEERING, INC.
(LESSEE)

By:  /s/ Joseph Gledhill
   ------------------------
JOSEPH GLEDHILL
PRESIDENT

                       ADDRESS FOR ALL NOTICES TO LESSOR:
                                  PO Box 230789
                             Portland, OR 97281-0789