Exhibit
   10(ii)21





Master Equipment
   Lease Agreement


---




THIS MASTER EQUIPMENT LEASE AGREEMENTdated as of August 10, 1998 is made by and between KEYCORP LEASING, A
   DIVISION OF KEY CORPORATE CAPITAL INC.,having an address at 54 State
   Street, Albany, New York 12207 (Lessor), and IT CORPORATION, a
   California corporation with its principal place of business at 2790 Mosside
   Boulevard, Monroeville, PA 15146 (Lessee).





TERMS AND
   CONDITIONS OF LEASE





1.   
    Lease.    Lessor hereby leases to
   Lessee, and Lessee hereby leases from Lessor, the Equipment, subject to and
   upon the terms set forth herein. Each Equipment Schedule shall constitute a
   separate and enforceable lease incorporating all the terms of this Master
   Equipment Lease Agreement as if such terms were set forth in full in such
   Equipment Schedule. In the event that any term of any Equipment Schedule
   conflicts with or is inconsistent with any term of this Master Equipment
   Lease Agreement, the terms of the Equipment Schedule shall
   govern.





2.   
    Disclaimer of Warranties.    LESSOR
   MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR
   IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE
   DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT
   OR WORKMANSHIP IN, THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY
   PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR OF ANY COMPONENT THEREOF,
   THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND
   LESSOR HEREBY DISCLAIMS THE SAME, IT BEING UNDERSTOOD THAT THE EQUIPMENT IS
   LEASED TO LESSEE AS IS AND ALL SUCH RISKS, IF ANY, ARE TO BE
   BORNE BY LESSEE. NO DEFECT IN, OR UNFITNESS OF, THE EQUIPMENT, OR ANY OF THE
   OTHER FOREGOING MATTERS, SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT
   OR OF ANY OTHER OBLIGATION HEREUNDER. LESSEE HAS MADE THE SELECTION OF THE
   EQUIPMENT FROM THE SUPPLIER BASED ON ITS OWN JUDGMENT AND EXPRESSLY
   DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY
   LESSOR. LESSOR IS NOT RESPONSIBLE FOR ANY REPAIRS, SERVICE, MAINTENANCE OR
   DEFECT IN THE EQUIPMENT OR THE OPERATION THEREOF. IN NO EVENT SHALL LESSOR
   BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER UNDER
   THE UCC OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, ANY LOSS, COST OR
   DAMAGE TO LESSEE OR OTHERS ARISING FROM ANY OF THE FOREGOING MATTERS,
   INCLUDING, WITHOUT LIMITATION, DEFECTS, NEGLIGENCE, DELAYS, FAILURE OF
   DELIVERY OR NON-PERFORMANCE OF THE EQUIPMENT. ANY WARRANTY BY THE SUPPLIER
   IS HEREBY ASSIGNED TO LESSEE BY LESSOR FOR THE TERM OF THE LEASE WITHOUT
   RECOURSE. SUCH WARRANTY SHALL NOT RELEASE LESSEE FROM ITS OBLIGATION TO
   LESSOR TO PAY RENT, TO PERFORM ALL OTHER OBLIGATIONS HEREUNDER AND TO KEEP,
   MAINTAIN AND SURRENDER THE EQUIPMENT IN THE CONDITION REQUIRED BY SECTIONS
   12 AND 13 HEREOF. Lessees execution and delivery of a Certificate of
   Acceptance shall be conclusive evidence as between Lessor and Lessee that
   the Items of Equipment described therein are in all of the foregoing
   respects satisfactory to Lessee, and Lessee shall not assert any claim of
   any nature whatsoever against Lessor based on any of the foregoing matters;
   provided, however,that nothing contained herein shall in any way
   bar, reduce or defeat any claim that Lessee may have against the Supplier or
   any other person (other than Lessor).





3.   
    Non-Cancelable Lease.    THIS
   LEASE IS A NET LEASE AND LESSEES OBLIGATION TO PAY RENT AND PERFORM
   ITS OBLIGATIONS HEREUNDER ARE ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL UNDER
   ANY AND ALL CIRCUMSTANCES WHATSOEVER (INCLUDING WITHOUT LIMITATION THE
   BANKRUPTCY OF LESSOR) AND SHALL NOT BE SUBJECT TO ANY RIGHT OF SET OFF,
   COUNTERCLAIM, DEDUCTION, DEFENSE OR OTHER RIGHT WHICH LESSEE MAY HAVE
   AGAINST THE SUPPLIER, LESSOR OR ANY OTHER PARTY. LESSEE SHALL HAVE NO RIGHT
   TO TERMINATE (EXCEPT AS EXPRESSLY PROVIDED HEREIN) OR CANCEL THIS LEASE OR
   TO BE RELEASED OR DISCHARGED FROM ITS OBLIGATION HEREUNDER FOR ANY REASON
   WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DEFECTS IN, DESTRUCTION OF,
   DAMAGE TO OR INTERFERENCE WITH ANY USE OF THE EQUIPMENT (FOR ANY REASON
   WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WAR, ACT OF GOD, STRIKE OR
   GOVERNMENTAL REGULATION), THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY (OR
   ANY ALLEGATION THEREOF) OF THIS LEASE
 OR ANY PROVISION HEREOF, OR ANY OTHER OCCURRENCE WHATSOEVER, WHETHER SIMILAR
   OF DISSIMILAR TO THE FOREGOING, WHETHER FORESEEN OR UNFORESEEN.





4.   
    Definitions.    Unless the context
   otherwise requires, as used in this Lease, the following terms shall have
   the respective meanings indicated below and shall be equally applicable to
   both the singular and the plural forms thereof:


Applicable Law shall mean all applicable Federal, state,
   local and foreign laws, ordinances, judgments, decrees, injunctions, writs,
   rules, regulations, orders, licenses and permits of any Governmental
   Authority.


Appraisal
   Procedure shall mean the following procedure for obtaining an
   appraisal of the Fair Market Sales Value or the Fair Market Rental Value.
   Lessor shall provide Lessee with the names of three independent Appraisers.
   Within ten (10) business days thereafter, Lessee shall select one of such
   Appraisers to perform the appraisal. The selected Appraiser shall be
   instructed to perform its appraisal based upon the assumptions specified in
   the definition of Fair Market Sales Value or Fair Market Rental Value, as
   applicable, and shall complete its appraisal within twenty (20) business
   days after such selection. Any such appraisal shall be final, binding and
   conclusive on Lessee and Lessor and shall have the legal effect of an
   arbitration award. Lessee shall pay the fees and expenses of the selected
   Appraiser.


Appraiser
    shall mean a person engaged in the business of
   appraising property who has at least ten (10) years experience in
   appraising property similar to the Equipment.


Authorized Signer shall mean any officer of Lessee, set
   forth on an incumbency certificate (in form and substance satisfactory to
   Lessor) delivered by Lessee to Lessor, who is authorized and empowered to
   execute the Lease Documents.


Certificate of Acceptance shall mean a certificate of
   acceptance, in form and substance satisfactory to Lessor, executed and
   delivered by Lessee in accordance with Section 7 hereof.


Default
    shall mean any event or condition which, with the passage of
   time or the giving of notice, or both, would constitute an Event of Default.
   Default Rate shall mean an annual interest rate equal to the
   lesser of 18% or the maximum interest rate permitted by Applicable
   Law.


Default
   Rate shall mean an annual interest rate equal to the lesser of
   18% or the maximum interest rate permitted by Applicable Law.


Equipment
    shall mean an item or items of property designated from time
   to time by Lessee which are described on an Equipment Schedule and which are
   being or will be leased by Lessee pursuant to this Lease, together with all
   replacement parts, additions and accessories incorporated therein or affixed
   thereto including, without limitation, any software that is a component or
   integral part of, or is included or used in connection with, any Item of
   Equipment, but with respect to such software, only to the extent of Lessor
   s interest therein, if any.


Equipment
   Group shall consist of all Items of Equipment listed on a
   particular Equipment Schedule.


Equipment
   Location shall mean the location of the Equipment, as set
   forth on an Equipment Schedule, or such other location (approved in writing
   by Lessor) as Lessee shall from time to time specify in writing.


Equipment
   Schedule shall mean each equipment lease schedule from time to
   time executed by Lessor and Lessee with respect to an Equipment Group,
   pursuant to and incorporating by reference all of the terms of this Master
   Equipment Lease Agreement.


Event of
   Default shall have the meaning specified in Section 22
   hereof.


Fair
   Market Rental Value or Fair Market Sale Value
    shall mean the value of each Item of Equipment for lease or
   sale, unless otherwise specified herein as determined between Lessor and
   Lessee, or, if Lessor and Lessee are unable to agree, pursuant to the
   Appraisal Procedure, which would be obtained in an arms-length transaction
   between an informed and willing lessor or seller (under no compulsion to
   lease or sell) and an informed and willing lessee or buyer (under no
   compulsion to lease or purchase). In determining the Fair Market Rental
   Value or Fair Market Sale Value of the Equipment, (i) such Fair Market
   Rental Value or Fair Market Sale Value shall be calculated on the assumption
   that the Equipment is in the condition and repair required by Sections 12
   and 13 hereof, and (ii) there shall be excluded from the calculation thereof
   the value of any Upgrade made pursuant to Section 14 hereof in which the
   Lessor does not hold an interest.


GAAP
    shall have the meaning specified in Section 31
   hereof.


Governmental Action shall mean all authorizations,
   consents, approvals, waivers, filings and declarations of any Governmental
   Authority, including, without limitation, those environmental and operating
   permits required for the ownership, lease, use and operation of the
   Equipment.


Governmental Authority shall mean any foreign, Federal,
   state, county, municipal or other governmental authority, agency, board or
   court.


Guarantor
    shall mean any guarantor of Lessees obligations
   hereunder.


Item of
   Equipmentshall mean each Item of the Equipment.


Lease
   , hereof, herein
    and hereunder shall mean, with
   respect to an Equipment Group, this Master Equipment Lease Agreement and the
   Equipment Schedule on which such Equipment Group is described, including all
   addenda attached thereto and made a part thereof.


Lease
   Documents shall mean this Lease and all other documents
   prepared by Lessor and now or hereafter executed in connection
   therewith.


Lessor
   Assignee shall have the meaning specified in Section 15
   hereof.


Lessor
   Expense shall have the meaning specified in Section 26
   hereof.


Lessor
   Transfer shall have the meaning specified in Section 15
   hereof.


Liability
    shall have the meaning specified in Section 24
   hereof.


Lien
    shall mean all mortgages, pledges, security interests, liens,
   encumbrances, claims or other charges of any kind whatsoever.


Loss
    shall have the meaning specified in Section 16
   hereof.


Purchase
   Agreement shall mean any purchase agreement or other contract
   entered into between the Supplier and Lessee for the acquisition of the
   Equipment to be leased hereunder.


Related
   Equipment Schedule shall have the meaning specified in Section
   27 hereof.


Remedy
   Date shall have the meaning specified in Section 22
   hereof.


Rent
    shall mean the periodic rental payments due hereunder for the
   leasing of the Equipment, as set forth on the Equipment Schedules, and,
   where the context hereof requires, all such additional amounts as may from
   time to time be payable under any provision of this Lease.


Rent
   Commencement Date shall mean, with respect to an Equipment
   Group, (i) the date on which Lessor receives an executed Certificate of
   Acceptance for such Equipment from Lessee or (ii) the date on which Lessor
   disburses funds for the purchase of such Equipment Group, as determined by
   Lessor in its sole discretion.


Rent
   Payment Date with respect to an Equipment Group, shall have
   the meaning set forth in the Equipment Schedule associated
   therewith.


Required
   Alteration shall have the meaning specified in Section 11
   hereof.


Stipulated Loss Value shall mean, as of any Rent Payment
   Date and with respect to an Item of Equipment, the amount determined by
   multiplying the Total Cost for such Item of Equipment by the percentage
   specified in the applicable Stipulated Loss Value Supplement opposite such
   Rent Payment Date.


Stipulated Loss Value Supplement with respect to an
   Equipment Group, shall have the meaning set forth in the Equipment Schedule
   associated therewith.


Supplier
    shall mean the manufacturer or the vendor of the Equipment,
   as set forth on each Equipment Schedule.


Term
    shall mean the Initial Term or any Renewal Term, each as
   defined in Section 8 hereof, and any Extended Lease Term or Interim Term as
   defined in an Equipment Schedule.


Total Cost
    shall mean, with respect to an Item of Equipment, (1) the
   acquisition cost of such Item of Equipment (including Lessors
   capitalized costs), as set forth on the Equipment Schedule on which such
   Item of Equipment is described, or (2) if no such acquisition cost is
   specified, the Suppliers invoice price for such Item of Equipment plus
   Lessors capitalized costs, or (3) if no such acquisition cost is
   specified and no such invoice price is obtainable, an allocated price for
   such Item of Equipment based on the Total Cost of all Items of Equipment set
   forth on the Equipment Schedule on which such Item of Equipment is
   described, as determined by Lessor in its sole discretion.


Upgrade
    shall have the meaning specified in Section 14
   hereof.





5.   
    Supplier Not an Agent.    LESSEE
   UNDERSTANDS AND AGREES THAT (i) NEITHER THE SUPPLIER, NOR ANY SALES
   REPRESENTATIVE OR OTHER AGENT OF THE SUPPLIER, IS (1) AN AGENT OF LESSOR OR
   (2) AUTHORIZED TO MAKE OR ALTER ANY TERM OR CONDITION OF THIS LEASE, AND
   (ii) NO SUCH WAIVER OR ALTERATION SHALL VARY THE TERMS OF THIS LEASE UNLESS
   EXPRESSLY SET FORTH HEREIN.





6.   
    Ordering Equipment.    Lessee has
   selected and ordered the Equipment from the Supplier and, if appropriate,
   has entered into a Purchase Agreement with respect thereto. Lessor may
   accept an assignment from Lessee of Lessees rights, but none of Lessee
   s obligations, under any such Purchase Agreement. Lessee shall arrange
   for delivery of the Equipment so that it can be accepted in accordance with
   Section 7 hereof. If an Item of Equipment is subject to an existing Purchase
   Agreement between Lessee and the Supplier, Lessee warrants that such Item of
   Equipment has not been delivered to Lessee as of the date of the Equipment
   Schedule applicable thereto. If Lessee causes the Equipment to be modified
   or altered, or requests any additions thereto prior to the Rent Commencement
   Date, Lessee (i) acknowledges that any such modification, alteration or
   addition to an Item of Equipment may affect the Total Cost, taxes, purchase
   and renewal
 options (if any), Stipulated Loss Value and Rent with respect to such Item of
   Equipment, and (ii) hereby authorizes Lessor to adjust such Total Cost,
   taxes, purchase and renewal options (if any), Stipulated Loss Value and Rent
   as appropriate. Lessee hereby authorizes Lessor to complete each Equipment
   Schedule with the serial numbers and other identification data of the
   Equipment Group associated therewith, as such data is received by
   Lessor.





7.   
    Delivery and Acceptance.    Upon
   Lessees acceptance for lease of any Equipment delivered to Lessee and
   described in any Equipment Schedule, Lessee shall execute and deliver to
   Lessor a Certificate of Acceptance. LESSOR SHALL HAVE NO OBLIGATION TO
   ADVANCE FUNDS FOR THE PURCHASE OF THE EQUIPMENT UNLESS AND UNTIL LESSOR
   SHALL HAVE RECEIVED A CERTIFICATE OF ACCEPTANCE RELATING THERETO EXECUTED BY
   LESSEE. Such Certificate of Acceptance shall constitute Lessees
   acknowledgment that such Equipment (a) was received by Lessee, (b) is
   satisfactory to Lessee in all respects and is acceptable to Lessee for lease
   hereunder, (c) is suitable for Lessees purposes, (d) is in good order,
   repair and condition, (e) has been installed and operates properly, and (f)
   is subject to all of the terms of this Lease (including, without limitation,
   Section 2 hereof).





8.   
    Term; Survival.    With respect to
   any Item of Equipment, unless otherwise specified on an Equipment Schedule,
   the initial term of this Lease (the Initial Term) shall commence
   on the date on which such Item of Equipment is delivered to Lessee, and,
   unless earlier terminated as provided herein, shall expire on the final Rent
   Payment Date for such Item of Equipment. With respect to an Item of
   Equipment, any renewal term of this Lease (individually, a Renewal Term
   ), as contemplated hereby, shall commence immediately upon the
   expiration of the Initial Term or any prior Renewal Term, as the case may
   be, and, unless earlier terminated as provided herein, shall expire on the
   date on which the final payment of Rent is due and paid hereunder. All
   obligations of Lessee hereunder shall survive the expiration, cancellation
   or other termination of the Term hereof.





9.   
    Rent.    Lessee shall pay the Rent
   set forth on the Equipment Schedule commencing on the Rent Commencement
   Date, and, unless otherwise set forth on such Equipment Schedule, on the
   same day of each payment period thereafter for the balance of the Term. Rent
   shall be due whether or not Lessee has received any notice that such
   payments are due. All Rent shall be paid to Lessor at its address set forth
   on the Equipment Schedule, or as otherwise directed by Lessor in
   writing.





10.   
    Location; Inspection; Labels.    The
   Equipment shall be delivered to the Equipment Location and shall not be
   removed therefrom without Lessors prior written consent. Lessor shall
   have the right to enter upon the Equipment Location and inspect the
   Equipment at any reasonable time. Lessor may, without notice to Lessee,
   remove the Equipment if the Equipment is, in the opinion of Lessor, being
   used beyond its capacity or is in any manner improperly cared for, abused or
   misused. At Lessors request, Lessee shall affix permanent labels
   stating that the Equipment is owned by Lessor in a prominent place on the
   Equipment and shall keep such labels in good repair and
   condition.





11.   
    Use; Alterations.    Lessee shall
   use the Equipment lawfully and only in the manner for which it was designed
   and intended and so as to subject it only to ordinary wear and tear. Lessee
   shall comply with all Applicable Law. Lessee shall immediately notify Lessor
   in writing of any existing or threatened investigation, claim or action by
   any Governmental Authority in connection with any Applicable Law or
   Governmental Action which could adversely affect the Equipment or this
   Lease. Lessee, at its own expense, shall make such alterations, additions or
   modifications or improvements (each, a Required Alteration) to
   the Equipment as may be required from time to time to meet the requirements
   of Applicable Law or Governmental Action. All such Required Alterations
   shall immediately, and without further act, be deemed to constitute Items of
   Equipment and be fully subject to this Lease as if originally leased
   hereunder. Except as otherwise permitted herein, Lessee shall not make any
   alterations to the Equipment without Lessors prior written
   consent.





12.   
    Repairs and Maintenance.    Lessee,
   at Lessees own cost and expense, shall (a) keep the Equipment in good
   repair, good operating condition and working order and in compliance with
   the manufacturers specifications and Lessees standard practices
   (but with respect to the latter, in no event less than industry practices),
   and (b) enter into and keep in full force and effect during the Term hereof
   a maintenance agreement with the manufacturer of the Equipment, or a
   manufacturer-approved maintenance organization, to maintain, service and
   repair the Equipment as otherwise required herein. Upon Lessors
   request, Lessee shall furnish Lessor with an executed copy of any such
   maintenance agreement. An alternate source of maintenance may be used by
   Lessee with Lessors prior written consent. Lessee, at its own cost and
   expense and within a reasonable period of time, shall replace any part of
   any Item of Equipment that becomes unfit or
 unavailable for use from any cause (whether or not such replacement is covered
   by the aforesaid maintenance agreement), with a replacement part of the same
   manufacture, value, remaining useful life and utility as the replaced part
   immediately preceding the replacement (assuming that such replaced part was
   in the condition required by this Lease). Such replacement part shall
   immediately, and without further act, be deemed to constitute an Item of
   Equipment and be fully subject to this Lease as if originally leased
   hereunder, and shall be free and clear of all Liens.





13.   
    Return of Equipment.    Upon the
   expiration (subject to Section 32 hereof and except as otherwise provided in
   an Equipment Schedule) or earlier termination of this Lease, Lessee, at its
   sole expense, shall assemble and return the Equipment to Lessor by
   delivering such Equipment F.A.S. or F.O.B. to such location or such carrier
   (packed for shipping) as Lessor shall specify. Lessee agrees that the
   Equipment, when returned, shall be in the condition required by Section 12
   hereof. All components of the Equipment shall have been properly serviced,
   following the manufacturers written operating and servicing
   procedures, such that the Equipment is eligible for a manufacturers
   standard, full service maintenance contract without Lessors incurring
   any expense to repair or rehabilitate the Equipment. If, in the opinion of
   Lessor, any Item of Equipment fails to meet the standards set forth above,
   Lessee agrees to pay on demand all costs and expenses incurred in connection
   with repairing such Item of Equipment and restoring it so as to meet such
   standards. If Lessee fails to return any Item of Equipment as required
   hereunder, then, all of Lessees obligations under this Lease
   (including, without limitation, Lessees obligation to pay Rent for
   such Item of Equipment at the rental then applicable under this Lease) shall
   continue in full force and effect until such Item of Equipment shall have
   been returned in the condition required hereunder.





14.   
    Equipment Upgrades/Attachments.   
    In addition to the requirements of Section 11 hereof, Lessee, at its
   own expense, may from time to time add or install upgrades or attachments
   (each an Upgrade) to the Equipment during the Term;
   provided that such Upgrades (a) are readily removable without causing
   material damage to the Equipment, (b) do not materially adversely affect the
   Fair Market Sale Value, the Fair Market Rental Value, residual value,
   productive capacity, utility or remaining useful life of the Equipment, and
   (c) do not cause such Equipment to become limited use property
   within the meaning of Revenue Procedure 76-30, 1976-2 C.B. 647 (or such
   other successor tax provision), as of the date of installation of such
   Upgrade. Any such Upgrades which can be removed without causing damage to or
   adversely affecting the condition of the Equipment, or reducing the Fair
   Market Sale Value, the Fair Market Rental Value, residual value, productive
   capacity, utility or remaining useful life of the Equipment shall remain the
   property of Lessee; and upon the expiration or earlier termination of this
   Lease and provided that no Event of Default exists, Lessee may, at its
   option, remove any such Upgrades and, upon such removal, shall restore the
   Equipment to the condition required hereunder.





15.   
    Sublease and Assignment.    (a) 
      WITHOUT LESSORS PRIOR WRITTEN CONSENT, LESSEE SHALL
   NOT (i) ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS
   LEASE, THE EQUIPMENT OR ANY INTEREST THEREIN, OR (ii) SUBLET OR LEND THE
   EQUIPMENT TO, OR PERMIT THE EQUIPMENT TO BE USED BY, ANYONE OTHER THAN
   LESSEE.





(b)    Lessor, at any time
   with or without notice to Lessee, may sell, transfer, assign and/or grant a
   security interest, in all or any part of Lessors interest in this
   Lease, any Equipment Schedule or any Item of Equipment (each, a Lessor
   Transfer), provided that no such Lessor Transfer will materially
   increase Lessees burdens or risks hereunder. In the event of a Lessor
   Transfer, any purchaser, transferee, assignee or secured party (each a
   Lessor Assignee) shall have and may exercise all of Lessor
   s rights hereunder with respect to the items to which any such Lessor
   Transfer relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH LESSOR
   ASSIGNEE ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST
   LESSOR. Lessee acknowledges that no such sale, transfer, assignment and/or
   security interest will materially change Lessees duties hereunder or
   materially increase its burdens or risks hereunder. Lessee agrees that upon
   written notice to Lessee of any such sale, transfer, assignment and/or
   security interest, Lessee shall acknowledge receipt thereof in writing and
   shall comply with the directions and demands of any such Lessor
   Assignee.





16.   
    Risk of Loss; Damage to Equipment.   
    (a)    Lessee shall bear the entire risk of loss
   (including without limitation, theft, destruction, disappearance of or
   damage to any and all Items of Equipment (Loss) from any cause
   whatsoever), whether or not insured against, during the Term hereof until
   the Equipment is returned to Lessor in accordance with Section 13 hereof. No
   Loss shall relieve Lessee of the obligation to pay Rent or of any other
   obligation under this Lease.





(b)    In the event of
   Loss to any Item of Equipment, Lessee shall immediately notify Lessor of
   same, and at the option of Lessor, Lessee shall within thirty (30) days
   following such Loss: (1) place such Item of Equipment in good condition and
   repair, in accordance with the terms hereof; (2) replace such Item of
   Equipment with replacement equipment (acceptable to Lessor) in as good
   condition and repair, and with the same value, remaining useful economic
   life and utility, as such replaced Item of Equipment immediately preceding
   the Loss (assuming that such replaced Item of Equipment was in the condition
   required by this Lease), which replacement equipment shall immediately, and
   without further act, be deemed to constitute Items of Equipment and be fully
   subject to this Lease as if originally leased hereunder and shall be free
   and clear of all Liens; or (3) pay to Lessor the sum of (i) all Rent due and
   owing hereunder with respect to such Item of Equipment (at the time of such
   payment) plus (ii) the Stipulated Loss Value as of the Rent Payment Date
   next following the date of such Loss with respect to such Item of Equipment.
   Upon Lessors receipt of the payment required under subsection (3)
   above, Lessee shall be entitled to Lessors interest in such Item of
   Equipment, in its then condition and location, as is and
   where is, without any warranties, express or implied. In the
   event Lessee elects to replace the Item of Equipment, Lessors interest
   in such replacement equipment shall be free and clear of all Liens of every
   kind or nature whatsoever, and this Lease shall continue in full force and
   effect as though such Loss had not occurred, except that the replacement
   equipment shall become Equipment for all purposes of this Lease in lieu of
   the replaced Equipment.





17.   
    Insurance.    (a)   
    Lessee shall, at all times during the Term hereof (until the Equipment
   shall have been returned to Lessor) and at Lessees own cost and
   expense, maintain (1) insurance against all risks of physical loss or damage
   to the Equipment (which shall include theft and collision for Equipment
   consisting of motor vehicles, but shall not exclude loss resulting from
   flood or earthquake) in an amount not less than the greater of the full
   replacement value thereof or the Stipulated Loss Value thereof if
   applicable, and (2) commercial general liability insurance (including
   blanket contractual liability coverage and products liability coverage) for
   personal and bodily injury and property damage in an amount satisfactory to
   Lessor.





(b)    All insurance
   policies required hereunder shall (1) require thirty (30) days prior
   written notice of cancellation or material change in coverage to Lessor (any
   such cancellation or change, as applicable, not being effective until the
   thirtieth (30th) day after the giving of such notice); (2) name
   KeyCorp and its subsidiaries and affiliated companies, including Key
   Corporate Capital Inc. as an additional insured under the public
   liability policies and name Lessor as sole loss payee under the property
   insurance policies; (3) not require contributions from other policies held
   by Lessor; (4) waive any right of subrogation against Lessor; (5) in respect
   of any liability of Lessor, except for the insurers salvage rights in
   the event of a loss, waive the right of such insurers to set-off, to
   counterclaim or to any other deduction, whether by attachment or otherwise,
   to the extent of any monies due Lessor under such policies; (6) not require
   that Lessor pay or be liable for any premiums with respect to such insurance
   covered thereby; (7) be in full force and effect throughout any geographical
   areas at any time traversed by any Item of Equipment; and (8) contain breach
   of warranty provisions providing that, in respect of the interests of Lessor
   in such policies, the insurance shall not be invalidated by any action or
   inaction of Lessee or any other person (other than Lessor) and shall insure
   Lessor regardless of any breach or violation of any warranty, declaration or
   condition contained in such policies by Lessee or by any other person (other
   than Lessor). Prior to the first date of delivery of any Item of Equipment
   hereunder, and thereafter not less than 15 days prior to the expiration
   dates of the expiring policies theretofore delivered pursuant to this
   Section, Lessee shall deliver to Lessor a duplicate original of all policies
   (or in the case of blanket policies, certificates thereof issued by the
   insurers thereunder) for the insurance maintained pursuant to this
   Section.





18.   
    General Tax Indemnification.   
    Lessee shall pay when due and shall indemnify and hold Lessor harmless
   from and against (on an after-tax basis) any and all taxes, fees,
   withholdings, levies, imposts, duties, assessments and charges of any kind
   and nature arising out of or related to this Lease (together with interest
   and penalties thereon and including, without limitation, sales, use, gross
   receipts, personal property, real property, real estate excise,ad
   valorem, business and occupational, franchise, value added, leasing,
   leasing use, documentary, stamp or other taxes) imposed upon or against
   Lessor, any Lessor Assignee, Lessee or any Item of Equipment by any
   Governmental Authority with respect to any Item of Equipment or the
   manufacturing, ordering, sale, purchase, shipment, delivery, acceptance or
   rejection, ownership, titling, registration, leasing, subleasing,
   possession, use, operation, removal, return or other dispossession thereof
   or upon the rents, receipts or earnings arising therefrom or upon or with
   respect to this Lease, excepting only all Federal, state and local taxes on
   or measured by Lessors net income (other than income tax resulting
   from making any alterations, improvements, modifications, additions,
   upgrades, attachments, replacements or substitutions by Lessee). Whenever
   this Lease terminates as to any Item of Equipment, Lessee shall, upon
   written request by Lessor, advance to Lessor the amount estimated by Lessor
   to be the personal property or other taxes on said item which are not yet
   payable, but for which
 Lessee is responsible. Lessor shall, at Lessees request, provide Lessee
   with Lessors method of computation of any estimated taxes.





19.   
    Lessors Right to Perform for Lessee.  
     If Lessee fails to perform any of its obligations contained
   herein, Lessor may (but shall not be obligated to) itself perform such
   obligations, and the amount of the reasonable costs and expenses of Lessor
   incurred in connection with such performance, together with interest on such
   amount at the Default Rate, shall be payable by Lessee to Lessor upon
   demand. No such performance by Lessor shall be deemed a waiver of any rights
   or remedies of Lessor, or be deemed to cure the default of Lessee
   hereunder.





20.   
    Delinquent Payments.    If Lessee
   fails to pay any Rent or other sums under this Lease on or before the date
   when the same becomes due, Lessee shall pay to Lessor a late charge equal to
   five percent (5%) of such delinquent amount. Such late charge shall be
   payable by Lessee upon demand by Lessor and shall be deemed Rent hereunder.
   In no event shall such late charge exceed the maximum amount permitted under
   Applicable Law.





21.   
    Personal Property; Liens.    Lessor
   and Lessee hereby agree that the Equipment is, and shall at all times
   remain, personal property notwithstanding the fact that any Item of
   Equipment may now be, or hereafter become, in any manner affixed or attached
   to real property or any improvements thereon. Lessee shall at all times keep
   the Equipment free and clear from all Liens. Lessee shall (i) give Lessor
   immediate written notice of any such Lien, (ii) promptly, at Lessees
   sole cost and expense, take such action as may be necessary to discharge any
   such Lien, and (iii) indemnify and hold Lessor, on an after-tax basis,
   harmless from and against any loss or damage caused by any such
   Lien.





22.   
    Events of Default; Remedies.    (a)
       As used herein, the term Event of Default
    shall mean any of the following events: (1) Lessee fails to pay any
   Rent within ten (10) days after the same shall have become due; (2) Lessee
   or any Guarantor becomes insolvent or makes an assignment for the benefit of
   its creditors; (3) a receiver, trustee, conservator or liquidator of Lessee
   or any Guarantor or of all or a substantial part of Lessees or such
   Guarantors assets is appointed with or without the application or
   consent of Lessee or such Guarantor, respectively; (4) a petition is filed
   by or against Lessee or any Guarantor under any bankruptcy, insolvency or
   similar legislation; (5) Lessee or any Guarantor violates or fails to
   perform any provision of either this Lease or any other loan, lease or
   credit agreement or any acquisition or purchase agreement with Lessor or any
   other party; (6) Lessee violates or fails to perform any covenant or
   representation made by Lessee herein; (7) any representation or warranty
   made herein or in any certificate, financial statement or other statement
   furnished to Lessor (or Lessors parent, subsidiaries or affiliates)
   shall prove to be false or misleading in any material respect as of the date
   on which the same was made; (8) Lessee makes a bulk transfer of furniture,
   furnishings, fixtures or other equipment or inventory; (9) there is a
   material adverse change in Lessees or any Guarantors financial
   condition since the first Rent Commencement Date of any Equipment Schedule
   executed in connection herewith; (10) Lessee merges or consolidates with any
   other corporation or entity, or sells, leases or disposes of all or
   substantially all of its assets without the prior written consent of Lessor;
   (11) a change in control occurs in Lessee or any Guarantor; or (12) the
   death or dissolution of Lessee or any Guarantor. An Event of Default with
   respect to any Equipment Schedule hereunder shall, at Lessors option,
   constitute an Event of Default for all Equipment Schedules hereunder and any
   other agreements between Lessor and Lessee.





(b)    Upon the occurrence
   of an Event of Default, Lessor may do one or more of the following as Lessor
   in its sole discretion shall elect: (1) proceed by appropriate court action
   or actions, either at law or in equity, to enforce performance by Lessee of
   the applicable covenants of this Lease or to recover damages for the breach
   thereof; (2) sell any Item of Equipment at public or private sale; (3) hold,
   keep idle or lease to others any Item of Equipment as Lessor in its sole
   discretion may determine; (4) by notice in writing to Lessee, cancel or
   terminate this Lease, without prejudice to any other remedies hereunder; (5)
   demand that Lessee, and Lessee shall, upon written demand of Lessor and at
   Lessees expense forthwith return all Items of Equipment to Lessor in
   the manner and condition required by Section 13 hereof, provided, however,
   that Lessee shall remain and be liable to Lessor for any amounts provided
   for herein or other damages resulting from the Equipment not being in the
   condition required by Section 12 hereof, and otherwise in accordance with
   all of the provisions of this Lease, except those provisions relating to
   periods of notice; (6) enter upon the premises of Lessee or other premises
   where any Item of Equipment may be located and, without notice to Lessee and
   with or without legal process, take possession of and remove all or any such
   Items of Equipment without liability to Lessor by reason of such entry or
   taking possession, and without such action constituting a cancellation or
   termination of this Lease unless Lessor notifies Lessee in writing to such
   effect; (7) by written notice to Lessee specifying a payment date (the
   Remedy Date), demand that Lessee pay to Lessor, and Lessee shall
   pay to Lessor, on the Remedy Date, as liquidated damages for loss of a
 bargain and not as a penalty, any unpaid Rent due prior to the Remedy Date
   plus whichever of the following amounts Lessor, in its sole discretion,
   shall specify in such notice (together with interest on such amount at the
   Default Rate from the Remedy Date to the date of actual payment): (i) an
   amount, with respect to an Item of Equipment, equal to the Rent payable for
   such Item of Equipment for the remainder of the then current Term thereof,
   after discounting such Rent to present worth as of the Remedy Date on the
   basis of a per annum rate of discount equal to five percent (5%) from the
   respective dates upon which such Rent would have been paid had this Lease
   not been canceled or terminated; or (ii) the Stipulated Loss Value, computed
   as of the Remedy Date or, if the Remedy Date is not a Rent Payment Date, the
   Rent Payment Date next following the Remedy Date (provided, however, that,
   with respect to any proceeds actually received by Lessor for any Item of
   Equipment returned to or repossessed by Lessor, Lessor agrees that it shall
   first apply such proceeds to satisfy Lessees obligation to pay the
   Stipulated Loss Value or, if Lessor has received payment in full of the
   Stipulated Loss Value from Lessee, Lessor shall remit such proceeds to
   Lessee (after first deducting any Lessor Expense) up to the amount of the
   Stipulated Loss Value; (8) cause Lessee, at its expense, to promptly
   assemble any and all Items of Equipment and return the same to Lessor at
   such place as Lessor may designate in writing; and (9) exercise any other
   right or remedy available to Lessor under applicable law or proceed by
   appropriate court action to enforce the terms hereof or to recover damages
   for the breach hereof or to rescind this Lease. In addition, Lessee shall be
   liable, except as otherwise provided above, for any and all unpaid Rent due
   hereunder before or during the exercise of any of the foregoing remedies,
   and for reasonable legal fees and other costs and expenses incurred by
   reason of the occurrence of any Event of Default or the exercise of Lessor
   s remedies with respect thereto. If an Event of Default occurs, Lessee
   hereby agrees that ten (10) days prior notice to Lessee of (A) any public
   sale or (B) the time after which a private sale may be negotiated shall be
   conclusively deemed, reasonable and, to the extent permitted by Applicable
   Law, Lessee waives all rights and defenses with respect to such disposition
   of the Equipment. None of Lessors rights or remedies hereunder are
   intended to be exclusive of, but each shall be cumulative and in addition to
   any other right or remedy referred to hereunder or otherwise available to
   Lessor at law or in equity, and no express or implied waiver by Lessor of
   any Event of Default shall constitute a waiver of any other Event of Default
   or a waiver of any of Lessors rights.





23.   
    Notices.    All notices and other
   communications hereunder shall be in writing and shall be transmitted by
   hand, overnight courier or certified mail (return receipt requested),
   postage prepaid. Such notices and other communications shall be addressed to
   the respective party at the address set forth above or at such other address
   as any party may from time to time designate by notice duly given in
   accordance with this Section. Such notices and other communications shall be
   effective upon the earlier of receipt or three (3) days after mailing if
   mailed in accordance with the terms of this section.





24.   
    General Indemnification.    Lessee
   shall pay, and shall indemnify and hold Lessor harmless on an after-tax
   basis from and against, any and all liabilities, causes of action, claims,
   suits, penalties, damages, losses, costs or expenses (including attorneys
    fees), obligations, liabilities, demands and judgments, and Liens, of
   any nature whatsoever (collectively, a Liability) arising out of
   or in any way related to: (a) the Lease Documents, (b) the manufacture,
   purchase, ownership, selection, acceptance, rejection, possession, lease,
   sublease, operation, use, maintenance, documenting, inspection, control,
   loss, damage, destruction, removal, storage, surrender, sale, use,
   condition, delivery, nondelivery, return or other disposition of or any
   other matter relating to any Item of Equipment or any part or portion
   thereof (including, in each case and without limitation, latent or other
   defects, whether or not discoverable, any claim for patent, trademark or
   copyright infringement) and any and all Liabilities in any way relating to
   or arising out of injury to persons, properties or the environment or any
   and all Liabilities based on strict liability in tort, negligence, breach of
   warranties or violations of any regulatory law or requirement, (c) a failure
   to comply fully with Applicable Law and (d) Lessees failure to perform
   any covenant, or Lessees breach of any representation or warranty,
   hereunder; provided that the foregoing indemnity shall not extend to
   the Liabilities to the extent resulting solely from the gross negligence or
   willful misconduct of Lessor. Lessee shall promptly deliver to Lessor (i)
   copies of any documents received from the United States Environmental
   Protection Agency or any state, county or municipal environmental or health
   agency and (ii) copies of any documents submitted by Lessee or any of its
   subsidiaries to the United States Environmental Protection Agency or to any
   state, county or municipal environmental or health agency concerning the
   Equipment or its operation.





25.   
    Severability; Captions.    Any
   provision of this Lease or any Equipment Schedule which is prohibited or
   unenforceable in any jurisdiction shall, as to such jurisdiction, be
   ineffective to the extent of such prohibition or unenforceability without
   invalidating the remaining provisions hereof, and any such prohibition or
   unenforceability shall not invalidate or render unenforceable such provision
   in any other jurisdiction. Captions are intended for convenience or
   reference only, and shall not be construed to define, limit or describe the
   scope or intent of any provisions hereof.





26.   
    Lessors Expense.    Lessee
   shall pay all costs and expenses of Lessor, including, without limitation,
   reasonable attorneys and other professional fees, the fees of any
   collection agencies and appraisers and all other costs and expenses related
   to any sale or re-lease of the Equipment (including storage costs), incurred
   by Lessor in enforcing any of the terms, conditions or provisions hereof or
   in protecting Lessors rights hereunder (each a Lessor Expense
   ).





27.   
    Related Equipment Schedules.    In
   the event that any Item of Equipment covered under any Equipment Schedule
   hereunder may become attached or affixed to, or used in connection with,
   Equipment covered under another Equipment Schedule hereunder (a
   Related Equipment Schedule), Lessee agrees that, if Lessee
   elects to exercise a purchase or renewal option under any such Equipment
   Schedule, or if Lessee elects to return the Equipment under any such
   Equipment Schedule pursuant to Section 13 hereof, then Lessor, in its sole
   discretion, may require that all Equipment leased under all Related
   Equipment Schedules be similarly disposed of.





28.   
    Financial and Other Data.    During
   the Term hereof, Lessee shall furnish Lessor, as soon as available and in
   any event within 120 days after the last day of each fiscal year, financial
   statements of Lessee and each Guarantor, in each case compiled, reviewed or
   audited by an independent certified public accountant as required by Lessor.
   Lessee shall also furnish such other financial reports, information or data
   (including federal and state income tax returns and quarterly or interim
   financial statements compiled, reviewed or audited by an independent
   certified public accountant if required by Lessor) as Lessor may reasonably
   request from time to time.





29.   
    [RESERVED]





30.   
    [RESERVED]





31.   
    Representations and Warranties of Lessee.  
     Lessee represents and warrants that: (a) Lessee is a corporation
   duly organized and validly existing in good standing under the laws of the
   state of its incorporation; (b) the execution, delivery and performance of
   this Lease and all related instruments and documents: (1) have been duly
   authorized by all necessary corporate action on the part of Lessee, (2) do
   not require the approval of any stockholder, partner, trustee, or holder of
   any obligations of Lessee except such as have been duly obtained, and (3) do
   not and will not contravene any law, governmental rule, regulation or order
   now binding on Lessee, or the charter or by-laws of Lessee, or contravene
   the provisions of, or constitute a default under, or result in the creation
   of any lien or encumbrance upon the property of Lessee under, any indenture,
   mortgage, contract or other agreement to which Lessee is a party or by which
   it or its property is bound; (c) the Lease Documents, when entered into,
   will constitute legal, valid and binding obligations of Lessee enforceable
   against Lessee in accordance with the terms thereof; (d) there are no
   actions or proceedings to which Lessee is a party, and there are no other
   threatened actions or proceedings of which Lessee has knowledge, before any
   Governmental Authority, which, either individually or in the aggregate,
   would adversely affect the financial condition of Lessee, or the ability of
   Lessee to perform its obligations hereunder; (e) Lessee is not in default
   under any obligation for the payment of borrowed money, for the deferred
   purchase price of property or for the payment of any rent under any lease
   agreement which, either individually or in the aggregate, would have the
   same such effect; (f) under the laws of the state(s) in which the Equipment
   is to be located, the Equipment consists solely of personal property and not
   fixtures; (g) the financial statements of Lessee (copies of which have been
   furnished to Lessor) have been prepared in accordance with generally
   acceptable accounting principles consistently applied (GAAP),
   and fairly present Lessees financial condition and the results of its
   operations as of the date of and for the period covered by such statements,
   and since the date of such statements there has been no material adverse
   change in such conditions or operations; (h) the address stated above is the
   chief place of business and chief executive office, or in the case of
   individuals, the primary residence, of Lessee; (i) Lessee does not conduct
   business under a trade, assumed or fictitious name; (j) the Equipment is
   being leased hereunder solely for business purposes and that no item of
   Equipment will be used for personal, family or household purposes; and (k)
   except as previously disclosed in writing to Lessor, neither Lessee nor any
   of its officers or directors (if a corporation), partners (if a partnership)
   or members (if a limited liability corporation) has, directly or indirectly,
   any financial interest in the Supplier.





32.   
    Renewal And Purchase Options.   
    With respect to an Equipment Schedule and the Equipment Group set
   forth thereon, Lessee shall have the purchase and renewal options set forth
   in such Equipment Schedule.





33.   
    Lessees Waivers.    TO THE
   EXTENT PERMITTED BY APPLICABLE LAW, LESSEE (A) WAIVES ANY AND ALL RIGHTS AND
   REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-508 THROUGH 2A-522 OF THE
   UNIFORM COMMERCIAL CODE AND (B) ANY RIGHTS NOW OR HEREAFTER CONFERRED BY
   STATUTE OR OTHERWISE TO RECOVER INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM
   LESSOR FOR ANY BREACH OF WARRANTY OR FOR ANY OTHER REASON OR TO SETOFF OR
   DEDUCT ALL OR ANY PART OF ANY CLAIMED DAMAGES RESULTING FROM LESSORS
   DEFAULT, IF ANY, UNDER THIS LEASEPROVIDED, HOWEVER, THAT NO SUCH
   WAIVER SHALL PRECLUDE LESSEE FROM ASSERTING ANY SUCH CLAIM AGAINST LESSOR IN
   A SEPARATE CAUSE OF ACTION INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING
   AS A RESULT OF LESSORS BREACH OF SECTION 38 HEREOF.





34.   
    UCC Filings.    LESSEE HEREBY
   APPOINTS LESSOR OR ITS ASSIGNEE AS ITS TRUE AND LAWFUL ATTORNEY IN FACT,
   IRREVOCABLY AND COUPLED WITH AN INTEREST, TO EXECUTE AND FILE ON BEHALF OF
   LESSEE ALL UCC FINANCING STATEMENTS WHICH IN LESSORS SOLE DISCRETION
   ARE DEEMED NECESSARY OR PROPER TO SECURE LESSORS INTEREST IN THE
   EQUIPMENT IN ALL APPLICABLE JURISDICTIONS. Lessee hereby ratifies, to the
   extent permitted by law, all that Lessor shall lawfully and in good faith do
   or cause to be done by reason of and in compliance with this
   paragraph.





35.   
    Miscellaneous.    Time is of the
   essence with respect to this Lease. ANY FAILURE OF LESSOR TO REQUIRE STRICT
   PERFORMANCE BY LESSEE OR ANY WAIVER BY LESSOR OF ANY PROVISION HEREIN SHALL
   NOT BE CONSTRUED AS A CONSENT OR WAIVER OF ANY PROVISION OF THIS LEASE. This
   Lease and each Equipment Schedule shall be binding upon, and inure to the
   benefit of, the parties hereto, their permitted successors and assigns. This
   Lease will be binding upon Lessor only if executed by a duly authorized
   officer or representative of Lessor at Lessors address set forth
   above. The Lease Documents shall be executed on Lessees behalf by an
   Authorized Signer of Lessee. THIS LEASE IS BEING DELIVERED IN THE STATE OF
   NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
   LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
   VALIDITY AND PERFORMANCE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
   CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY
   OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
   JURISDICTION OTHER THAN THE STATE OF NEW YORK.





36.   
    Jury Trial Waiver.    LESSOR AND
   LESSEE HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY
   CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THE
   LEASE, THE LEASE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
   THEREBY, IN ANY ACTION OR PROCEEDING TO WHICH LESSOR OR LESSEE MAY BE
   PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
   LESSEE AND LESSOR AGREE THAT THEIR RESPECTIVE RIGHT TO JURY TRIAL IS WAIVED
   AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR
   IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY, OF THIS AGREEMENT OR
   THE OTHER LEASE DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER IS
   MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY BY LESSOR AND LESSEE WHO EACH
   ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO
   INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
   EFFECT. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
   SUPPLEMENTS OR MODIFICATIONS TO THE LEASE AND THE LEASE
   DOCUMENTS.





37.   
    More than One Lessee.    If more
   than one person or entity executes the Lease Documents as Lessee,
    the obligations of Lessee contained herein and therein
   shall be deemed joint and several and all references to Lessee
   shall apply both individually and jointly.





38.   
    Quiet Enjoyment.    So long as no
   Default or Event of Default has occurred and is continuing, Lessee shall
   peaceably hold and quietly enjoy the Equipment without interruption by
   Lessor or any person or entity claiming through Lessor.





39.   
    Entire Agreement.    This Lease,
   together with all other Lease Documents constitute the entire understanding
   or agreement between Lessor and Lessee with respect to the leasing of the
   Equipment, and there is no understanding or
 agreement, oral or written, which is not set forth herein or therein. Neither
   this Lease nor any Equipment Schedule may be amended except by a writing
   signed by Lessor and Lessee.





Lessees
   Initials:





40.   
    Execution in Counterparts.    This
   Master Equipment Lease Agreement may be executed in several counterparts,
   each of which shall be an original and all of which shall constitute but one
   and the same instrument.





IN WITNESS WHEREOF,
   Lessor and Lessee have executed this Lease as of the day and year first
   above written.





|Lessor:                                              |  | Lessee:                          
|---------------------------------------------------- |  | ---------------------------------
|                                                    
|KEYCORP
     LEASING,                                |  | IT
     CORPORATION              
|A DIVISION OF KEY
     CORPORATE
   
   CAPITAL INC. |  |                                  
|                                                    
|By:  /s/ Linda L. Huff                               |  | By:  /s/ Richard 
      R.  Conte
|                                                    
|Name: 
      Linda L. Huff                           |  | Name: 
      Richard R. Conte    
|Title: 
      Vice President                         |  | Title: 
      VP, Treasurer      







1)   
    On page 1, the first sentence of the Introduction, has
   been modified to read, Lessor and Lessee have heretofore entered into
   that certain Master Equipment Lease Agreement dated as of August 10, 1998,
   as amended by Amendment No. 01 dated as of May 10, 1999.A copy of
   Amendment No. 01 has been included in this package.





Amendment No.
   01





to Master
   Equipment Lease Agreement


---




THIS AMENDMENT dated as of May 10, 1999 amends
   that certain Master Equipment Lease Agreement dated as of August 10, 1998
   between KEYCORP LEASING, A DIVISION OF KEY CORPORATE CAPITAL INC., as
   Lessor, and IT CORPORATION, as Lessee (the Master Lease). Unless
   otherwise specified herein, all capitalized terms shall have the meanings
   ascribed to them in the Master Lease.





Lessor and Lessee hereby agree that the Master
   Lease will be amended, with respect to each Equipment Schedule executed in
   connection therewith, by adding to Section 22, Events of Default,
   Remedies, a new subsection (a)(13) to read as follows:





(13)   
    International Technology Corporations (the Covenanting
   Guarantor) failure to maintain and comply with the following covenants
   during the Term of this Lease shall be an additional Event of Default under
   this Lease:





(i) for so long as the Credit Agreement dated as of February
   25, 1998 (attached to this Amendment as Exhibit A and incorporated
   where applicable) as the same may be amended from time to time (the
   Loan Agreement and or the Credit Agreement), made
   among International Technology Corporation, IT Corporation, OHM Corporation,
   OHM Remediation Services Corp., Beneco Enterprises, Inc. and the Lenders,
   Administrative Agent, Documentation Agent and Co-Agents (each as defined in
   the Loan Agreement) shall be in effect, the Covenanting Guarantor shall
   comply with all of the terms of such Loan Agreement, including without
   limitation Article X thereof (the Financial Covenants) as in
   effect from time to time;





(ii)    in the event that the Loan Agreement (or
   any part thereof) shall be canceled, terminated or otherwise cease to be
   binding upon the Covenanting Guarantor (a Terminating Event),
   Covenanting Guarantor, as evidenced by its signature below, hereby covenants
   and agrees that notwithstanding such Terminating Event, as between
   Covenanting Guarantor and Lessor, the Financial Covenants in effect from
   time to time thereunder shall survive any such Terminating Event and shall
   be effective as between Lessor and Covenanting Guarantor as if such
   Terminating Event had not occurred. It is the express intention of
   Covenanting Guarantor and Lessor that the Financial Covenants shall continue
   to be effective as between Lessor and Covenanting Guarantor until the date
   on which Lessees obligations under the Master Lease are fully paid and
   performed. In the event Covenanting Guarantor fails to maintain and/or
   comply with the Financial Covenants, Lessee shall have thirty (30) days to
   cure such Event of Default and provide Lessor with evidence of the
   same.





Except as modified hereby, all of the terms,
   covenants and conditions of the Master Lease shall remain in full force and
   effect and are in all respects hereby ratified and affirmed.





(Signatures appear
   on following page)








IN WITNESS WHEREOF, Lessor, Lessee and the
   Covenanting Guarantor have executed this Amendment as of the date first
   above written.





|Lessor:                                              |  | Lessee:                                 
|---------------------------------------------------- |  | ----------------------------------------
|                                                    
|KEYCORP
     LEASING,                                |  | IT
     CORPORATION                     
|A DIVISION OF KEY
     CORPORATE
   
   CAPITAL INC. |  |                                         
|                                                    
|By:  /s/ Linda L. Huff                               |  | By:  /s/ Richard 
      R.  Conte       
|                                                    
|Name: 
      Linda L. Huff                           |  | Name: 
      Richard R. Conte           
|Title: 
      Vice President                         |  | Title: 
      Vice President, Treasurer 
|                                                     | 
|                                                     |  | ACKNOWLEDGED AND
      AGREED           
|                                                    
|                                                     |  | Covenanting
      Guarantor:            
|                                                    
|                                                     |  | THE IT GROUP,
      INC.                
|                                                    
|                                                     |  | By:  /s/ Richard 
       R.  Conte      
|                                                    
|                                                     |  | Name: 
       Richard R. Conte          
|                                                     |  | Title: 
       Vice President, Treasurer