Exhibit 10.12   Contract with Orix Credit Alliance, Inc.

<PAGE>

Ex 10.12


 (Stair) Page 1 of 2                             (Drivers License I) t5iaie)
ORIX CREDIT ALLIANCE, INC. (the "LESSOR")            LEASE NO.C-09-11941.3
300 Lighting Way o Secaucus, New Jersey 07096-1 525  Telephone:(201) 601 -9000
FULL LEGAL NAME AND ADDRESS OF "LESSEE'              SUPPLIER OF EQUIPMENT
2649 PEMBERTON                                          (complete address)
DRIVE
GULFSTREAM MAILING & SHIPPING SYSTEMS, INC.
APOPKA FLORIDA                   32703               9IOS.W. I2THAVENUE
                                                     POMPANOBEACH FL 33069


NAME AND TITLE OF PERSON TO    CONTACT :
____                   DESCRIPTION: MODEL #, CATALOG N, OR OTHER IDENTIFICATION.

E ONE ( I) BELL & HOWELL MODEL A496~I -C8 8 STATION INSERTER Q S/N 34~958 I WITH
T/O & CONVEYOR.

U
I
P

M ONE (I) HEIDELBERG MODEL SORKZ 19x25 PRINTING PRESS E S/N 522398.
N
T
L
E
A
S
E
D

LOCATION OF EQUIPMENT: STREET ADDRESS (IF DIFFERENT THAN LESSEE'S ADDRESS
SHOWN ABOVE)
<TABLE>
<CAPTION>

<S>            <C>      <C>      <C>                    <C>         <C>                <C>                   <C>


CITY:                    COUNTY:                            STATE:                       RECORD OWNER:
  LEASE CHARGE $ 9,616.22         FOR INITIAL TERM OF THIS LEASE                                               AFTER
INITIAL TERM
  AMOUNT OF EACH         NO. OF RENT       TOTAL RENT           INITIAL TERM OF             AI)V&NCE RENT          MONTHLY
RENEWAL

  RENT PAYMENT           PAYMENTS                          LEASE (NO. OF MONTHS)                                        RENT
     $_____4,700.00           24       $       112,800.00                24              S                  0.00     S         0.00
(PLUS SALES TAX, IF                     (PLUS SALES TAX, IF          MONTHS                (PLUS SALES TAX, IF       (PLUS
SALES TAX, IF
    APPLICABLE)                            APPLICABLE)                                        APPLICABLE)
APPLICABLE)
</TABLE>

                   S Terms and Conditions of Lease 1 . Lessee hereby leases from
Lessor,  and Lessor leases to Lessee,  the equipment  and/or  personal  property
described  above and in any schedule made part hereof (herein called  Equipment)
which Lessee warrants shall be used for commercial purposes only and not for any
farming or other  agncultural  purpose.  2. Lessee  requests  Lessor to purchase
Equipment of the type and quality  specified above from the supplier named above
and agrees upon  written  acceptance  hereof,  signed at  Lessor's  office by an
authorized  officer of Lessor to lease said  Equipment from Lessor on the terms,
provisions and conditions of this lease.  Lessor agrees to order such Equi pment
from said  supplier,  but shall not be liable for specific  performance  of this
lease or for damages if for any reason the supplier  delays or fails to fill the
order.  Lessee shall accept such equipment upon delivery.  And hereby authorizes
Lessor to add to this  lease the  serial  number  of each item of  Equipment  so
delivered.  Any delay in such  delivery  shall not affect  Lessee's  obligations
hereunder.  Lessee  represents that Lessee has selected the equipment leased AND
LESSEE AGREES THAT LESSOR HAS NOT MADE AND MAKES NO R PRESE~TATIONS OR W~(RANTIJ
DIRECTLY  OR  INDIRECTLY  EXPRESS OR IMPLIED  AS TO THE  SUITABILITY  DURABILITY
FITNESS FOR USE  MERCHANTABILITY  CONdITION  QUALITY,  OR  OTHERWISE OF ANY SUCH
EQUIPMENT  LESSEE   SPECIFICALLY   WAiVES  ALL  RIGHTS'TO  MAKE  CLAIM  At~AINST
LESSdR}IEREIN FOR BREACH OF ANY WARRANTY OF ANY kIND WHATSOEVER AND AS TO LESSOR
OR LESSOR'S ASSIGNEE,  LESSEE LEASES THE EQUIPMENT "AS IS" LESSOR HEREBY ADVISES
LESSEE THAT IT MAY HAVE RIGHTS  AGAINST THE SUPPLIER OF THE EQUIPMENT AND TI-EAT
IT SHOULD CONTACT THE SUPPLIER FOR A DESCRIPTION  OF SUCH RIGHTS.  LESSEE AGREES
TO CLAIM ONLY AGAINST THE SUPPLIER FOR  COMPLIANCE  WITH ANY SUCH  WARRANTIES AS
MAY EXIST'  LESSOR AND LESSOR'S  ASSIGNEE  SHALL NOT BE LIABLE TO LESSEE FOR ANY
LOSS DAMAGE OR EXPENSE OF ANY KIND OR  NATURE'CAUSED  DIRECTLY OR  INDIRECTLY BY
ANY EQUIPMENT LEASED HEREUNDER OR 1'HE USE OR MAINTENANCE THEREOF OR THE FAILURE
OF  OPERATION  THEREOF OR THE REPAIRS  SERVICE OR  AD1USTMENT  THERETO OR BY ANY
DELAY OR FAILURE TO PROVIDE ANY THEREOF,  OR BY ANY  INTERRUPTiON  OF SERVICE OR
LOSS OF USE  THEREOF  OR ~OR ANY  LOSS OF  BUSINESS  OR  DAMAGE  WHATSOEVER  AND
HOWSOEVER CAUSED.  3. As used herein,  "Actual Cost' means the cost to Lessor of
purchasing and delivering Equipment to Lessee,  including taxes,  transportation
charges,  and other charges and the amount of any transaction  charge  disclosed
below and not paid in cash by Lessee at the time of  acceptance  by Lessor.  The
amount of each Rent Payment,  the Advance  Rent,  and any Renewal Rent set forth
above  are based on the  estimated  cost to Lessor  and shall  each be  adjusted
proportionally  if the Actual Cost  differs  from said  estimated  cost.  Lessee
hereby irrevocably authorizes Lessor to correct the figures set forth above when
the Actual Cost is known,  and each Rent Payment shall be increased by any sales
orother tax that may be imposed on or measured by the rent  payments.  If Actual
Cost differs from the estimated cost by more than ten percent thereof, Lessor at
its option,  may terminate  this lease by giving  written notice to Lessee after
receiving  notice of 4ctual  Cost.  If prior to  delivery  there shall occur any
event  of  default  hereunder,  Lessee  shall be  liable  for  Lessor's  damages
occasioned  thereby,  which for purposes of this  paragraph  only,  it is agreed
shall be all amounts paid on account of the Equipment and other charges incurred
in connection with the Lease plus interest  thereon at the Past Due Rate defined
below.,  , . . . . 4.  The  initial  term  of  this  lease  commences  upon  the
acceptance hereof by Lessor and ends upon the expiration of the number of months
specified above (for the initial lease  term)after the rent  commencement  date,
which date  shall be the date upon which the  supplier  ships the  Equipment  to
Lessee,  or  12-7-98.  whichever  is  earlier.  Lessee  agrees  to pay  Lessor a
transaction charge of $560.00 upon its acceptance hereof.,

5. . Lessor  will  upon  Lessee's  written  request,  request  the  supplier  to
authorize  Lessee  to  enforce  in its own name all  warranties,  agreements  or
representations,  if any, which may be made by the supplier to Lessee or Lessor.
Notwithstanding  the  foregoing  Lessor  itself makes no express nor implied nor
statutory warranties as to any matter whatsoever,  including without limitation,
the condition of Equipment its merchantability or its fitness for any particular
purpose.  No  defect or  unfitness  of  Equipment  shall  relieve  Lessee oi the
obligation  to pay rent or of any other  obligation  under  this  lease.  Lessee
agrees that any  maintenance  service to be performed is the sole  obligation of
Lessee who may arrange for same with the supplier of Equipment. 6. Lessee agrees
to pay to Lessor at 100 Dutch Hill Road,  Orangeburg,  New York or at such other
place as Lessor  may  direct in  writing  Total Rent equal to the number of rent
payments  specified  herein  multiplied by the amount of each payment  specified
herein.  The first rent payment and any advance rent shall be due upon execution
of this lease by Lessee;  any deposit or  acceptance of such sum by Lessor shall
not be deemed acceptance of this lease. In no event shall the first rent payment
or advance rent be refunded to Lessee.  The second rent payment shall be due and
payable one month after the rent  commencement date and subsequent rent payments
for the initial term shall  continue on the same date of each  successiye  month
thereafter until the Total Rent and any other sums payable hereunder are paid in
full.  Any  installment  not paid on or before its due date and, tq the.  extent
permitted by  applicable  law, the entire  unpaid Total Rent after  acceleration
shall  thereafter bear interest at a rate of, 1/15 of I % per day (the "Past Due
Rate")  until this lease is paid in fill.  in no event  shall any late charge or
the Past Due Rate  exceed any  maximum  permitted  by law. It for any reason any
interest rate, late charge,  fee or other charge imposed or which may be imposed
under  this  Lease  exceeds  the  maximum  amount  which  may be  imposed  under
applicable  law,  the amount of such  interest  rate late  charge,  fee or other
charge,  in excess of the maximum shall be void and any such excess collected by
Lessor  applied to the  reduction  of this lease or, to the extent  permitted by
applicable law to other obligations of the Lessee owing to Lessor, as Lessor may
determine  and any remaining  excess shall be refunded to Lessee.  Should Lessor
pay be or on account of the  Equipment  any sums more than  thirty days prior to
the rent commencement date, Lessee will pay Lessor as additional rent along with
the first rent,  payment due after the rent commencement date an amount equal to
the east Due Rate for each day from the date of payment to the rent commencement
date.  Lessee  will pay in  advance  to Lessor  if so  requested,  any  personal
property tax as estimated by Lessor pro-rated on a monthly basis. 7. Lessor may,
but shall not be  obligated,  to apply any  advance  .rent  toward  curing,  any
default of Lessee hereunder,  in which event Lessee shall promptly,  restore the
advance  rent to the full  amount  specified  herein Any  advance  rents paid to
,Lessor  without  charge or interest  and may be applied by Lessor,  in its sole
discretion,  against the unpaid  installments  of rent  hereunder in the inverse
order of their  respective  maturities,  but Lessor shall not be obligated to do
so. 8. , If, upon the  expiration  of the  original or any renewal  term hereof,
Lessee is not then and has not been in default in any of Lessees  obligations to
Lessor and this lease  specifies a RenewaI  Rent  amount,  Lessee may renew this
lease for one year at the Renewal  Rent  amount so  specified  by giving  Lessor
written  notice of renewal at least  sixty days prior to the  expiration  to the
initial or any renewal  term and  payment  along with such notice of the Renewal
amount.  If this  lease is not  renewed  under,  the  terms  of the  immediately
preceding sentence for any reason whatsoever,  Lessor may notify Lessee prior to
the expiration of the original or any renewal term hereof,  that if Lessee fails
to return the  Equipment as herein  provided at the end of the then current term
hereof,  this lease shall be renewed for an additional one year term at the same
rent  provided  for in this  lease for the  initial  term.  All of the terms and
conditions  of this lease shall apply and be in full force and effect during any
and all  renewal  terms.  9.  Lessor  is hereby  authorized  to tile one or more
financing  statements or reproduction  hereof as a financing  statement.  Lessee
hereby,  irrevocably appoints Lessor as the true and lawful  attorney-in-fact of
Lessee,  coupled with an interest  with full power in Lessee's  name,  place and
stead to execute  financing  statements on Lessee's behalf and to do any and all
other acts on Lessee's behalf  necessary or helpful to p4rfe~t Lessor s security
interest in the Collateral  (defined below)  pursuant to the Uniform  Commercial
Code o~ other applicable law. The Lessee grants to Lessor a security interest in
,the  equipment  and any and all  documents,  instruments,  chattel paper goods,
general intangibles, inventory, machinery, contract rights, equipment, fixtures,
accounts  anti  insurance  in which  Lessee  now or  hereafter  has any right or
interest  (all of the  foregoing  together  with all  accessories,  attachments,
replacements,  substitutions and accessions thereto, and all proceeds,  products
and rents  therefrom  collectively  called  "Collateral)  ) and agrees that said
security  interest  secures the payment,  performance and fulfillment of all the
obligations  of  Lessee  to  Lessor or any  affiliate  qt  Lessor  whether  such
obligations are now existjng or hereafter incurred or arising, are contingent or
non-contingent, ,are direct or indirect, arise by assignment or otherwise or are
contemplated or not contemplated as of the date of this lease. Lessor may at any
time, with or without  exercising any of the rights or remedies  available to it
and without

   SEE PAGE (2) FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS LEASE
The  undersigned  Lessor and Lessee agree to all terms and  conditions set forth
above and on Page (2) hereof,  and in wimess  thereof hereby execute this lease.
THE EQUIPMENT IS LEASED  HEREUNDER AS-IS AND LESSOR MAKES NO EXPRESS NOR IMPLIED
NOR  STATUTORY  WARRANTIES  AS  TO  ANY  MATTER  WHATSOEVER,  INCLUDING  WITHOUT
LIMITATION THE CONDITiON OF THE EQUIPMENT,  ITS  MERCHANTABILITY  OR ITS FITNESS
FOR ANY PURPOSE.

  Accepted By: ORIX CREDIT ALLIANCE, INC.
<PAGE>

At its Maitland Fl 32751 Office
By (Vice President) Date 12-4-98

Lessee(s)

  [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                      Date

  --------------------------------------------------------------------
  (Witness ito L.essee's and          (Drivers License #)
  Co-Lessee's Signature)              (State)
  --------------------------------------------------------------------
  --------------------------------------------------------------------
  (Witness as to Lessee', and         (Drivers License #)
  Co-Lessees Signature)


          TERMS AND CONDITIONS OF EQUIPMENT LEASE AGREEMENT (Continued) Page (2)
prior notice or demand to Lessee, appropriate and apply toward payment of any of
Lessees  obligations to Lessor any and all balances,  sums,  property,  credits,
deposits,  accounts,  reserves.  collections,  monies,  drafts,  notes or checks
coming into  Lessor's  possession  and belonging or owing to Lessee and for such
purposes,  endorse  Lessee's name on any such  instrument made payable to Lessee
for deposit, negotiation,  discount or collection. Such applications may be made
and/or any monies  paid to Lessor may be  applied  and/or  previous  application
changed  to apply.  without  notice to  Lessee,  partly  or  entirely  to any of
Lessee's  obligations to Lessor arising  hereunder or otherwise as Lessor in its
sole discretion may elect. 10 Unless Lessee agrees Lessor written notice of each
defect or other proper  objection to an item of Equjpment  within three business
days after receipt thereof, it shall be conclusively presumed, as between Lessee
and Lessor,  that the item was delivered in good repair and that Lessee  accepts
it as an  item of  Equipment  described  in  this  lease.  Lessee  warrants  and
represents  that no item of Equipment has been  delivered to Lessee prior to the
date of  Lessor's  acceptance  hereof,  which  shall be deemed  the date of this
lease. Lessee will deliver to Lessor a  delivery/installation  receipt (Lessor's
form) for each and every item  immediately  upon Lessor's  request.  At Lessor's
request, Lessee will furnish current financial statements satisfactory to Lessor
in form,  preparation and content, . I I Lessee shall use Equipment in a careful
manner  and shall  comply  with all laws  relating  to its  possession,  use and
maintenance.  The  Equipment  shall  be  delivered  and  thereafter  kept at the
location  specified above or. if none is specified,  a; Lessee's  address as set
forth above,  and in no event shall the  Equipment or the  Collateral be removed
therefrom or from the 48 contiguous States of the United States without Lessor's
prior  written  consent.  Lessor  may,  for the  purpose of  inspection.  at all
reasonable  times,  enter upon any premises  where  Equipment is located and may
remove Equipment forth with,  without notice to Lessee,  if Equipment is, in the
opinion of Lessor,  being used beyond its  capacity or in any manner  improperly
cared for or abused.  . . 12. It Lessor supplies Lessee with labels stating that
Equipment  is owned by Lessor,  Lessee  shall affix and keep same in a prominent
place on each item of Equipment. Lessee, at its expense, shall keep Equipment in
good repair and  furnish all parts  mechanisms  and devices  required  therefor.
Lessee shall not make any  alterations.  additions or  improvements to Equipment
without Lessor's prior written consent.  All additions and improvements  made to
Equipment shall belong to Lessor.  Upon the expiration or earlier termination of
this lease,  Lessee at its sole expense,  shall return Equipment in good repair,
ordinary  wear and tear  resulting  from proper use thereof alone  excepted,  by
delivering  it to such place as Lessor may specify.  If Lessor,  for any reason,
does not receive  the  Equipment  immediately  upon the  expiration  of the term
hereof and there is no renewal  under  section 8 hereof,  Lessor will receive as
use and  occupancy of the  Equipment  or any portion  thereof for cacti month or
portion  thereof,  between  the date of  expiration  and the date of  return  of
Equipment, an amount equal to 150% of the monthly rent specified for the initial
lease term and the  provisions  hereof  shall  remain in effect and bind  Lessee
until such return of Equipment.  I 3 ~ Lessee hereby  assumes and shall bear the
entire  risk of  loss of and  damage  to  Equipment  from  any and  every  cause
whatsoever.  No loss of or damage to Equipment or any part thereof  shall impair
any  obligation  of Lessee  hereunder,  which  shall  continue in full force and
effect.  In the event of damage of any kind  whatever  to any item of  Equipment
(unless the same be damaged  beyond  repair),  Lessee,  at the option of Lessor,
shall at Lessee's  expense  place the same in good repair  condition and working
order,  or replace the same with like equipment of the same make and the same or
a later model, in good repair, condition and working order. It Equipment. or any
portion  thereof,  is  determined  by Lessor to be lost,  stolen,  destroyed  or
damaged beyond repair,  Lessee shall  immediately pay Lessor therefor in cash an
amount equal to the sum of (a) the greater of he actual fair market value of the
Equipment  involved or fifty  percent(50%)  of the Actual Cost of the  Equipment
involved,  plus (b) the greater  of25% of the  aggregate  amount of unpaid Total
Rent for the balance of the term of this lease or 115% of the unpaid  Total Rent
allocated by Lessor to the Equipment involved.  Upon payment as aforesaid,  this
lease shall  terminate  with  respect to the items of  Equipment  involved.  The
proceeds of any insurance  payable as a result of loss of or damage to Equipment
shall be applied, at the option of Lessor,  toward the replacement,  restoration
or repair of  Equipment.  Lessee  shall at  Lessee's  own  expense,  provide and
maintain  insurance,  satisfactory  to Lessor against loss,  theft,  conversion,
damage or  destruction  of the  Equipment  in an  amount  not less than the full
replacement  value  thereof  with loss  payable to Lessor.  Each policy shall be
delivered to Lessor and shall expressly provide that said insurance as to Lessor
and its  assigns  shall nor be  invalidated  by any act,  omission or neglect of
Lessee,  and that the  insuror  shall give thirty  (30) days  written  notice to
Lessor of the  alteration or  cancellation  of the policy.  Lessor may apply the
proceeds  of any of said  insurance  to  replace or repair  Equipment  and/or to
satisfy,  in whole or in part.  Lessee's  obligations  to Lessor.  Lessee hereby
irrevocably  appoints  Lessor as  Lessee's  attorney-in-fact  to make claim for,
receive  payment of and  execute and  endorse  all  documents,  checks or drafts
received in payment for loss or damage under any of said insurance. Lessee shall
also provide and maintain paid public  liability  (personal  injury and property
damage) insurance,  satisfactory to Lessor, naming Lessor as additional insured.
Notwithstanding  the above,  Lessor has the right,  but not the  obligation,  to
obtain insurance on the Equipment  protecting  Lessor at Lessee's expense and to
maintain such  insurance at Lessee's  expense  unless  written  evidence of such
insurance  satisfactory to Lessor is provided to Lessor when and as requested by
Lessor.  Lessee's expense shall include the `oil premium paid by Lessor for such
insurance  and any  customary  charges  or fees of  Lessor  and of any  designee
associated  with  such  insurance.  Lessee  shall  pay  such  amounts  in  equal
installments allocated to each lease payment plus interest on such amount at the
Past Due Rate. . o . . , 14.  Lessee shall hold  harmless and  indemnify  Lessor
against any and all claims,  actions,  proceedings,  expenses,  attorneys' fees,
damages  and  liabilities,   arising  in  connection  with  the  Equipment,  its
manufacture,  selection,  purchase, delivery,  possession,  ownership,  leasing,
renting, control,  maintenance, use, operation and/or return and the recovery of
claims under insurance policies thereon.  Lessee shall pay promptly when due all
charges and taxes (local,  state and federal)  which may now or  hereinafter  be
imposed upon the ownership leasing,  renting, sale, purchase,  possession or use
of  Equipment,  and shall save  Lessor  harmless  against any actual or asserted
violations and pay all costs, expenses, penalties, interest and charges of every
kind in connection  therewith or arising  therefrom.  The  obligations of Lessee
shall survive the  termination of this  agreement.  15.  Without  Lessor's prior
written consent, Lessee shall not (a) assign, transfer,  pledge,  hypothecate or
otherwise

      dispose  of this  lease or any  interest  the rent,  or (b) sublet or lend
      Equipment or any part thereof or permit it to be used by anyone other than
      Lessee or  Lessee's  employees.  Lessor and its  assignee  may assign this
      lease and/or mortgage the Equipment,  in whole or in part,  without notice
      to  Lessee.  Each such  assignee  and/or  mortgagee  shall have all of the
      rights but none of the  obligations  of Lessor  hereunder.  Lessee  hereby
      recognizes  each such  assignment  and agrees to pay the  balance of Total
      Rent to any assignee  and not to assert  against any assignee any defense,
      counterclaim,  recoupment or set-off that Lessee may have against  Lessor.
      Subject  to the  foregoing,  this  lease  mores to the  benefit  of and is
      binding upon the heirs,  legatees,  personal  representatives,  survivors,
      successors and assigns of the parties hereto.

16.   16 Time is of the  essence  of this  lease and shall  not be  affected  by
      acceptance of any overdue payment.  Lessee hereby  irrevocably  authorizes
      any  attorney  of any court of record to appear for and  confess  judgment
      against  Lessee  (except  in any  jurisdiction  where  such  action is not
      permitted by law) for all unpaid amounts due hereunder,  plus expenses and
      20% added for  attorneys'  fees,  without  stay of  execution,  and Lessee
      hereby  waives the issue of process,  all rights of appeal and relief from
      any and all appraisement, stay or exemption laws then in force.
17. . If Lessee fails to pay any rent or any other amount  hereunder when due or
fails to pay when due any obligations of Lessee to Lessor arising  independently
of this lease or fails to perform any of the terms and  provisions  hereof or of
any  other  agreement  held  by  Lessor  or  dies  or  changes  its  management,
operations,  ownership of its stock, or control,  becomes  insolvent or makes an
assignment for the benefit of creditors or if any  bankruptcy,  receivership  or
other  insolvency  proceeding is  instituted  by or against  Lessee or if Lessor
shall at any time  deem the  Equipment  in  danger  of  misuse,  concealment  or
misappropriation  or if Lessor shall deem itself  insecure ~ (the  occurrence of
one or more of the  foregoing  being a  "default"  hereunder)  then  Lessor may,
without  notice or  demand,  declare  immediately  due and  payable  the  unpaid
aggregate  amount of Total Rent for the entire  term hereof  (discounted  to its
then present  value using as a rate the then current  Federal  Reserve  Discount
Rate for the District of Lessee's residence or principal place of business) plus
any additional rent, taxes, late charges,  collection charges and all other sums
owing to Lessor by Lessee  (the sum of all 9f which is  hereinafter  called  the
"Balance'1) and attorneys'  fees (which  attorneys' fees are hereby agreed to be
not less than 20% of the Balance),  whereupon said Balance and  attorneys'  fees
shall  immediately  be due and  payable  and Lessee  shall  immediately  deliver
possession  of  Equipment  to Lessor and Lessor  may,  at its option and without
notice and without legal process (Lessee hereby waiving,  with full knowledge of
Lessee's rights and the effect of this waiver, any right to a hearing nor to any
repossession of any Collateral by Lessor),  to the extent  permitted by law: (1)
recover the Balance (plus any Terminal  Purchase Option Amount which  represents
Lessor's  reversionary  interest in the  Equipment,  if Lessee  fails to deliver
possession  of the  Equipment  to Lessor),  plus  attorneys'  fees in the amount
aforesaid'  (2) take  possession of the  Equipment  wherever same may be located
with all additions, accessions, replacements and substitutions), Lessee agreeing
to assemble same and deliver same to a place designated by Lessor, whereupon all
rights of Lessee in the Equipment shall  terminate  absolutely (but Lessee shall
not be released from its obligations under this agreement until the Balance plus
attorneys' fees in the amount  aforesaid have been paid in full),  Lessee hereby
authorizing  and  empowering  Lessor or its  designee to enter upon any premises
where the Equipment may be found and take possession and carry away same without
process of law, and (a) retain  Equipment and all prior payments of rent; or (b)
retain all prior  payments  and either (i) sell  Equipment  at public or private
sale with the right in Lessor to  purchase  any of the  Equipment  at such sale,
which sale  shall be deemed to be held in a  commercially  reasonable  manner in
accordance  with  applicable law if at least 15 days prior notice of any private
sale is given,  or if at least 10 days prior  notice of any public sale is given
and advertised in a publication  of general  circulation in the area of the sale
at least twice prior to the sale,  applying  any net  proceeds  less,  if Lessee
fails LO deliver possession of the Equipment any Terminal Purchase Option Amount
(which  represents  Lessor's  reversionary  interest in the  Equipment),  to all
charges and expenses  incurred by Lessor in connection with or incidental to the
repossession   and  sale  of  the   Equipment   including  but  not  limited  to
transportation,   storage,  repair,   refurbishing  and  advertising  costs  and
attorneys'  fees  then to the  Balance  and then to any other  amounts  owing by
Lessee to Lessor;  or (ii)  retain the  Equipment  and  credit  Lessee  with the
reasonable  re-leasing  value of the Equipment during the remaining term of this
lease,  Lessee  remaining  liable for any  deficiency;  and (3) pursue any other
remedy permitted by law or equally. It is agreed that any amounts to be retained
by Lessor and any sums to be paid by Lessee  under this  paragraph  shall not be
deemed o be a penalty  but are  liquidated  damages for the breach  hereof.  The
remedies  provided for herein are  cumulative and may be exercised to the extent
permitted by law, successively or concurrently and the exercise of one shall not
bar any other. TO THE MAXIMUM EXTENT  PERMITTED BY LAW,  LESSOR,  LESSEE AND ANY
GUARANTOR,  EACH THEREBY KNOWINGLY  VOLUNTARILY AND INTENTIONALLY WAIVES (A) ANY
AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS,  DEFENSES  COUNTERCLAIMS
CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING,  DIRECTLY OR INDIRECTLY OUT
OF UNDER IN  CONNECTION  WITH OR IN ANY WAY  RELATED TO THIS  LEASE AND  WHETHER
BASED IN CONTRACT OR IN TORT OR PURSUA~TTO STATUTE,  AND (B) ANY AND ALL RIGHTTO
CLAIM OR RECOVER ANY  PUNITIVE  OR  CONSEQUENTIAL  DAMAGES OR ANY DAMAGES  OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES. 1 8 . All notices relating hereto shall
be in writing and  delivered  in person to an officer of the party to which such
notice is being given or ~ mailed by certified mail to such party at its address
specified  above or at such other  address as may hereafter be specified by like
notice by either party to the other.  All notices will be deemed  effective five
days after mailing by certified  mail to the address shown herein for any party.
If more than one Lessee is named in this lease,  the liability of each hereunder
shall be joint and several. <PAGE>

19. The  Equipment is and shall remain the property
of Lessor.  Lessee at its own cost and  expense,  shall  protect  and defend the
title of Lessor.  Lessee shall at all times keep  Equipment  tree and clear from
all liens,  attachments,  levies,  encumbrances  and  charges or other  judicial
process shall give Lessor  immediate  written notice thereof and shall indemnify
and save Lessor  harm1ess from any loss or damage caused  thereby.  Lessee shall
have no right,  title or interest in or to  Equipment,  except as expressly  set
forth in this lease,  nor shall  Lessee have any equity nor be deemed to develop
any equity in the  Equipment by virtue of this  agreement or any payment made by
Lessee or otherwise;  Lessee's  interest in the Equipment being that of a lessee
only. This Equipment shall remain personal  property even though installed in or
attached to real property.  No invoice  issued prior to complete  performance of
this lease shall operate to pass title to Lessee. All Equipment and any proceeds
thereof,  accessories parts and replacements for or which are added to or become
attached to Equipment shall immediately  become the property of Lessor and shall
be deemed incorporated in Equipment and subject to the terms of this lease as if
originally leased hereunder.  AS PART OF THE CONSIDERATION FOR LESSOR'S ENTERING
INTO THIS LEASE LESSEE  LESSOR AN!) ANY GUARANTOR  HEREBY  DESIGNATE AND APPOINT
EDWIN M. BAUM ESO. AND C-A CREDIT CORP. BOTH OF NEW'YORK,  OR EITHER OF THEM, AS
THEIR  TRUE AND  LAWFUL  ATFORNEY-IN-FACT  AND AGENT FOR THEM AND IN THEIR  NAME
PLACE AND STEAD TO ACCEPT  SERVICE OF ANY  PROCESS  WITHIN THE STATE OF NEW YORK
THE PARTY CAUSING SUCH PROCESS TOI BE SERVED

  AGREEING TO NOTIFY THE OTHER  PARTYUES) AT THEIR ADDRESS SHOWN,  OR THEIR LAST
  KNOWN ADDRESS BY CERTIFIED MAIL, WITHIN THREE DAYS OF SUCH SERVICE HAVING BEEN
  EFFECTED.  LESSEE,  LESSOR AND ANY  GUARANTOR  H~EREOF  AGREE TO THE EXCLUSIVE
  VENUE AND  JURISDICTION  OF ANY COURT IN THE STATE AND  COUNTY OF NEW YORK FOR
  ALL ACTIONS, PROCEEDINGS, CLAIMS COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY
  OR INDIRECTLY  OUT OF UNDER IN CONNECTION  WITH, OR IN ANY WAY RELATED TO THIS
  LEASE, WHETHER BASED IN CONTRACT OR IN TORT OR AT LAW OR IN EQUITY OR PURSUANT
  TO STATUTE WITH TiLE SOLE  EXCEPTIONS  THAT AN ACTION TO OBTAIN  POSSESSION OF
  ALL OR PART  OF THE  COLLATERAL  OR ANY  OTHER  ASSETS  OF TUE  LESSEE  OR THE
  GUARANTOR HOWEVER DENOMINATED,  AND EQUITABLE PROCEEDINGS TO ENFORCE THE TERMS
  OF THIS LEASE MAY, IN THE SOLE  DISCRETION OF THE LESSOR BE BROUGHT IN A STATE
  OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLA'I~ERAL,  AND/OR SUCH OTHER
  ASSETS  AND/OR  THE  LESSEE  AS THE CASE MAY BE,  AND  THAT  JUDGMENTS  MAY BE
  CONFESSED  ENTERED OR  ENFORCED  IN ANY  JURISDICTION  WHERE THE LESSEE OR ANY
  GUARANTOR  OR THE  COLLATERAL  AND/OR  ANY  OTHER  ASSETS  OF 1FHE  LESSEE  OR
  GUARANTOR MAY BE LOCATED.  LESSEE  LESSOR AND ANY GUARANTOR  HEREOF EACH WAIVE
  ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO  TRANSFER OR CHANGE THE VENUE OF ANY
  LITIGATION BROUGHT IN ACCORDANCE HEREWITH.

20. LESSEE AND ANY GUARANTOR  HEREUNDER  EACH DOES HEREBY WAIVE FOREGO AND AGREE
NOT TO ASSERT ANY AND ALL RIGHTS,  CLAIMS AND DEFENSES IF ANY, UNDER THE FEDERAL
EOUAL  CREDIT  OPPOR1FUNITY  ACT AND/OR THE FEDERAL  FAIR CREDIT  REPORTING  ACT
AND/OR UNDER AN'Y COMPARABLE  STATE LAWS THAT MAY INURE TO THE BENEFIT OF LESSEE
AND/OR  GUARANTOR  IN  CONNECTION  WITH THIS  LEASE.  LESSEE  AND ANY  GUARANTOR
HEREUNDER  EACH DOES HEREBY RATIFY AND APPROVE THE  OBTAINING BY LESSOR  (AND/OR
ANY ASSIGNEE OF LESSOR) OF ANY CREDIT  REPORT  RELATING TO LESSEE AND  GUARANTOR
AND HEREBY  AGREE THAT  LESSOR  (AND/OR ANY  ASSIGNEE  OF LESSOR) MAY  HEREAFTER
OBTAIN SUCH CREDIT  REPORTS AS LESSOR  (AND/OR ANY  ASSIGNEE OF LESSOR) IN THEIR
SOLE DISCRETION IVIAY  DETERMINE.  21. . Intending that each and every provision
of this lease be fully effective  according to its terms, the parties agree that
the validity,  enforceability and effectiveness of each provision hereof and the
obligations,  rights and remedies of the Lessee  Lessor and any Guarantor in any
way related to or arising under this lease sha11 be governed by and construed in
accordance  with the laws of the State of New York  (excluding its choice of law
rules). If any one or more provisions hereof are in conflict with any applicable
statute  or law,  and thus not valid or  enforceable,  then each such  provision
shall be deemed  null and void,  but only to the  extent  of such  conflict  and
without invalidating or

  affecting the remaining provisions hereof.
22. This instrument  constitutes the entire agreement between Lessor and Lessee.
No agent or employee of the supplier is authorized to bind Lessor to this lease,
to waive or alter any term or  condition  printed  herein  or add any  provision
hereto.  Except as provided in section 3 hereof, a provision may be added hereto
or a provision  hereof may be altered or varied  only by a writing  signed by an
authorized  officer of Lessor.  Waiver by Lessor of any provisions hereof in one
or more instances shall not constitute a waiver as to any other insurance.

<PAGE>