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          Meridian Leasing

                                               MASTER LEASE AGREEMENT
                                               FINANCE LEASE, ARTICLE 2A UCC

                              MERIDIAN LEASING INC.

                        Master Lease Agreement No. 01678

         THIS MASTER LEASE AGREEMENT (the "Lease"), dated as of the 5TH day of
December, 94, is executed by and between MERIDIAN LEASING INC., a Pennsylvania
corporation, with a place of business located at One Meridian Boulevard,
Wyomissing, PA 19610 (together with its successors and assigns, if any, the
"Lessor") and KLEINERT'S INC., a Pennsylvania corporation, with its mailing
address and chief place of business at 120 W. Germantown Pike, Suite 100,
Plymouth Meeting, PA 19462, (the "Lessee").

         The Parties hereto, for good and valuable consideration and intending
to be legally bound, hereby agree as follows:

1. MASTER LEASE WITH SCHEDULES:

         (a) Subject to the terms and conditions set forth below, Lessor agrees
to lease to Lessee and Lessee agrees to lease from Lessor such unit or units of
equipment (the "Equipment" and individually sometimes "Item" or "Item of
Equipment") described in any Master Lease Schedule (a "Schedule") now or
hereafter from time to time executed by the parties pursuant hereto, and any and
all such Schedules are deemed a part hereof. Each Schedule shall incorporate
this Lease by reference. Capitalized terms not otherwise defined herein will
have the meaning provided for in any Schedules.

         (b) Lessor has no obligation to purchase Equipment from the
manufacturer or supplier thereof ("Supplier") or to lease the same to Lessee
under any Schedule unless each of the following is satisfied and delivered to
Lessor prior to the Commencement Date with respect to the Schedule in form and
substance satisfactory to Lessor: (i) a Schedule relating to the Equipment then
being leased hereunder reflecting Lessor's Cost, and a term and rate
satisfactory to Lessor, (ii) unless Lessor has delivered its purchase order for
the purchase of such Equipment, a Purchase Order Assignment and Consent in form
satisfactory to Lessor, (iii) a Closing Certificate in form satisfactory to
Lessor, (iv) a Certificate of Insurance which complies with the requirements of
Section 7 and the Schedule, and (v) a properly executed Certificate of
Acceptance in form satisfactory to Lessor covering each Item of Equipment set
forth in the Schedule and the execution by Lessee of any Certificate of
Acceptance will (i) confirm that each Item of Equipment described thereon has
been delivered to and irrevocably accepted by Lessee for lease hereunder, and
(ii) constitute Lessee's acknowledgment that Lessee has received a copy of and
has approved the contract under which Lessor acquired the Equipment. Lessee
hereby waives as between Lessor and Lessee any right to revoke acceptance of the
Equipment under this Lease once made and evidenced by its Certificate of
Acceptance. Lessee shall also deliver such other documents as Lessor may
reasonably request.
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2. TERM:

         The Lease of and rent for Equipment leased under any Schedule will
commence on the day specified in the Schedule as the Commencement Date, and will
continue for the period specified as the "term" in the said Schedule as the same
may be extended pursuant to the terms hereof.

3. RENT:

         Payment of rent will be made during the term of the Lease on the due
dates and in the amount set forth in the Schedule and will not be prorated for
any cause or reason except as herein specifically provided. If one or more
advance payments of rent are required, the advance rent will be due and paid in
the amount specified in the Schedule upon acceptance by Lessor of each Schedule
providing for such rent. Lessor will apply said advance rent toward the first
basic rent payment and, provided no default is then existent hereunder, the
balance, if any, of the advance rent will be applied to the final rent payment.
Subsequent rent payments will be due periodically thereafter as specified in the
Schedule. In no event will any advance rent or any other rent payment be
refunded to Lessee, it being the intention of the parties hereto that the rents
and other amounts payable by the Lessee hereunder will continue to be payable in
all events unless the obligation to pay the same will be terminated pursuant to
the terms hereof. All rent will be paid to the Lessor in immediately available
funds without notice or demand on the due dates with respect thereto at Lessor's
address set forth above or as otherwise directed by the Lessor in writing. In
order to secure all obligations of Lessee hereunder, Lessee hereby grants to
Lessor a security interest in the amount of any advance rent not applied to the
first basic rent payment.

4. USE, OPERATION AND INDEMNIFICATION:

         (a) Lessee will not assign, sublet, mortgage, hypothecate or alter any
of the Equipment leased hereunder or any interest in the Lease, nor will Lessee
remove any of the Equipment from the location specified in the Schedule without
(except in the ordinary course of its business for use or maintenance) the prior
written consent of Lessor, and any attempt to so assign, sublet, mortgage,
hypothecate, alter or remove will constitute a default hereunder and such
assignment, sublease, mortgage, or hypothecation will be void and without
effect. Lessee will keep all Equipment leased hereunder free and clear from all
claims, liens and encumbrances whatsoever.

         (b) Lessee agrees to indemnify, save and keep harmless Lessor, its
agents, employees, successors and assigns from and against any and all losses,
damages, penalties, injuries, claims, actions and suits, including legal
expenses of whatsoever kind and nature, in contract or tort, howsoever arising
from any cause whatsoever including but not limited to Lessor's strict liability
in tort, or otherwise arising out of (i) the selection, manufacture, purchase,
financing, acceptance or rejection of Equipment, the ownership of Equipment
during the term of this Lease, and the delivery, lease, possession, maintenance,
uses, condition, return or operation of Equipment (including, without
limitation, latent and other defects, whether or not discoverable by Lessor or
Lessee and any claim for patent, trademark or copyright infringement) or (ii)
the condition of Equipment sold or disposed of after use by Lessee, any
sublessee or employee of Lessee. Lessee hereby represents and warrants that each
Item of Equipment acquired and leased hereunder is new and not previously used
unless specifically disclosed on the Schedule and Lessee agrees to indemnify,
save and keep harmless Lessor against any loss howsoever arising directly or
indirectly from any subsequent determination that the Supplier has sold Items of
Equipment for lease hereunder which have been previously used. Lessee will, upon
request, at its own expense, defend any and all actions based on, or arising out
of, any of the foregoing and this indemnification will survive termination of
the Lease.
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         (c) Lessee will not without the prior written consent of Lessor (i)
make any material alterations of the Equipment or (ii) affix or install any
accessory, equipment or device on any Equipment leased hereunder if such
addition will impair the originally intended function or use of such Equipment.
All additions, repairs, parts, supplies, accessories, equipment and devices
furnished, attached or fixed to any Equipment will thereupon without further act
or instrument become the property of Lessor (except such as may be removed
without in any way affecting or impairing the originally intended function,
condition or use of such Item). Further, Lessee will not, without the prior
written consent of Lessor and subject to such conditions as Lessor may impose
for its protection, affix or install any Equipment leased hereunder to or in any
other personal property or in real property.

5. SERVICE AND MAINTENANCE:

         (a) Lessee will, at its sole expense, at all tines maintain all
Equipment consistent with recommendations of the Supplier and as required by the
conditions of any warranty in order to maintain same current and effective and
in good operating order, repair, condition and appearance and keep all Equipment
protected from the elements, except during use in the normally contemplated
manner. Lessee will, at its own expense, provide all maintenance and service and
make all repairs and replacements reasonably necessary for such purposes. If any
parts of the Equipment are worn out, lost or are otherwise rendered unfit for
use, Lessee will, at its own expense, replace such parts promptly by replacement
parts of at least equal value and utility with title thereto vesting in Lessor
free and clear of all liens and encumbrances.

         (b) Lessee will, at its sole expense, make all alterations and
modifications with respect to the Equipment that may at any time during the term
of this Lease or any Schedule hereunder be required to comply with any
applicable law or any governmental rule or regulation.

6. RETURN OF EQUIPMENT:

         (a) Unless otherwise provided in the Schedule, upon termination of the
Lease or of any Schedule upon default or by expiration of the term hereof or
thereof or upon termination for any other cause, Lessee will, at its sole cost
and expense, promptly return the Equipment to Lessor at any address specified by
Lessor in the same condition as received, reasonable wear and tear and normal
depreciation from proper use and maintenance alone excepted, capable of
performing its originally intended use at its originally rated capacity. Lessee
will be responsible for all costs and expenses for packing, shipping and
insuring the Equipment until delivered to the location designated by Lessor.
Lessee will also provide storage without charge to Lessor, if requested' for
ninety (90) days after the termination of the Lease. At least ninety (90) days
prior to the last day of the term, Lessee shall deliver to Lessor a report of an
independent expert advising Lessor on the condition of the Equipment and its
compliance with the terms hereof.

         (b) In addition to Lessor's other rights and remedies hereunder, if the
Equipment is not returned on the last day of the term or repairs are necessary
to place the Equipment in the condition required hereby, Lessee shall continue
to pay for the period of delay and acceptance of such rents by Lessor will not
constitute a renewal of the Lease or a waiver of the Lessor's right to a prompt
return.
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7. INSURANCE:

         Lessee hereby assumes all risks of damage, loss, theft, or destruction,
partial or complete, with respect to each Item of Equipment during the term of
the Lease and during any storage period until Lessee has returned or disposed of
the Equipment as provided for herein. Lessee will, at its own expense, keep each
Item of Equipment insured against all risks with extended coverage and insurance
companies satisfactory to Lessor, with Lessor named as loss payee for an amount
at least equal to such amount as designated in writing from time to time by
Lessor and, failing any such designation, to an amount at least equal to the
greater of (i) the fair market value of the Equipment, or (ii) the then current
Stipulated Loss Value of the Equipment determined by reference to the related
Schedule. Lessee agrees to obtain and maintain at its expense with insurance
companies of recognized standing general public liability insurance for the
protection of Lessor and Lessee, as their interests may appear, in an amount at
all times satisfactory to Lessor and otherwise as specified in the related
Schedule against claims for bodily injury, death or property damage arising out
of the use, ownership, possession, operation or condition of the Equipment. Each
insurer will agree, by endorsement upon the policy or policies issued by it, or
by independent instruments furnished to Lessor, that Lessor will have the power
to file claims against the insurer under said policy, that it will give Lessor
thirty (30) days written notice before the policy or policies in question will
be altered, expired or canceled last day and that no act or default of any
person other than Lessor, its agents, or those claiming under Lessor, will
affect Lessor's rights to recover under such policy or policies in case of loss.
Lessee will deliver to Lessor the policies or evidence of insurance and renewal
thereof satisfactory to Lessor prior to the Commencement Date and thirty (30)
days prior to each expiration date thereof for each Item of Equipment. The
failure of Lessee to secure or maintain such insurance will constitute a default
under this Lease. In the event of such breach, Lessor may, but will not be
obligated to, obtain such insurance. In the event that Lessor obtains such
insurance, an amount equal to the cost of such insurance will be deemed
supplemental rent to be paid forthwith by Lessee.

8. LOSS OR DAMAGE:

         (a) Lessee hereby assumes and is solely responsible for the entire risk
of use, operation and/or loss of the Equipment and for each and every accident
or hazard resulting therefrom and all losses and damages associated therewith
howsoever arising.

         (b) In the event of the total loss, destruction, theft or damage beyond
repair (determined without reference to the remaining term with respect thereto)
of the Equipment or any Item (a "Casualty Occurrence"), Lessee will pay to
Lessor on the next due date for rent following the Casualty Occurrence or on the
last day of the term with respect to such Equipment an amount equal to the rent
then due plus an amount equal to the Stipulated Loss Value of such Equipment as
of such due date. Upon payment of such amounts, and provided no default exists
hereunder, Lessee will be entitled to recover possession of such Item and title
thereto will vest in Lessee free and clear of the right and interest of Lessor.

         (c) In the event of damage to any Item of Equipment which does not
amount to a Casualty Occurrence, Lessee will give prompt notice of such damage
to Lessor and, at Lessee's sole cost and expense, Lessee will promptly repair
such Item, restoring it to its previous condition and the condition assuming
Lessee had met all of its obligations required for maintenance hereunder.
Provided Lessee is not in breach or default of this Lease, any proceeds of
insurance received by Lessor with respect to any such loss will be paid over by
Lessor to Lessee to the extent necessary to reimburse Lessee for costs incurred
and paid by Lessee in repairing such damaged Equipment, but only upon evidence
satisfactory to Lessor that such repairs have been accomplished.
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9. TRANSFER OF WARRANTIES:

         Notwithstanding anything contained herein to the contrary and to the
extent permitted by law and contract, Lessor will pass through without
representation to Lessee the benefit of all warranties, if any, of the Supplier
of the Equipment and, so long as there exists no default hereunder, Lessee will
have the right to, and will, directly avail itself of all warranties made by the
Supplier with respect to the Equipment. Lessee will give Lessor notice of any
claim made by Lessee against the Supplier of the Equipment and any cash
settlement of any such claim will be payable solely to Lessor.

10. TAX TREATMENT AND INDEMNIFICATIONS:

         (a) It is acknowledged and agreed by the parties that they are entering
into this Lease with the assumption that Lessor and the consolidated group of
which Lessor is a member (all references to Lessor in this Section include such
consolidated group) will be treated for federal income tax purposes (and to the
extent allowable, for state and local tax purposes) as the owner of all
Equipment leased hereunder and will have a federal tax rate of at least 34%
during the term of the Lease.

         (b) Unless otherwise provided for in a particular Schedule, the Lessee
acknowledges and agrees that each Schedule has been executed by Lessor based
upon the following representations and warranties of Lessee: (i) each Item of
Equipment has been placed in service on the Commencement Date; (ii) Lessor will
not under the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder (the "Code"), be required to include in its gross income,
for federal income tax purposes, any amount with respect to any improvement,
modification or addition made by Lessee to any Item of Equipment; (iii) Lessor
shall be entitled to accelerated cost recovery deductions ("Recovery
Deductions") for Lessor's Cost of each Item of Equipment over the number of
years indicated on the related Schedule by using the 200% declining balance
method permitted under Code Section 168 and the half year convention, unless
otherwise required by operation of Code Section 168(d)(3)(A); (iv) no Item of
Equipment is limited use property within the meaning of Rev. Proc. 76-30; and
(v) for federal income tax purposes, all amounts included in the gross income of
the Lessor with respect to each Item of Equipment will be treated as derived
from or allocable to sources within the United States.

         (c) If by reason of (1) the inaccuracy in law or in fact of any of the
assumptions or representations or warranties set forth in Subsections (a) or (b)
of this Section, (2) the inaccuracy of any statement or any letter or document
furnished to Lessor by or on behalf of Lessee in connection with the
transactions contemplated under the Lease, or (3) the act, failure to act or
omission of or by Lessee of (4) any change in the Code occurring prior to the
Commencement Date on any Schedule, Lessor will (i) lose, will not have the right
to claim or if there will be disallowed with respect to Lessor all or any
portion of the Recovery Deduction as to any Item of Equipment on such Schedule,
(ii) be required to include in its gross income any alteration, modifications or
addition to, any Item, other than an alteration, modification or addition which
is permitted without adverse tax consequences to Lessor under Rev. Procs. 75-21,
76-30 or 79-48 (an "Improvement Loss"), or (iii) suffer a decrease in Lessor's
net return over the then remaining portion of the term of the Lease (any such
occurrence referred to hereinafter as "Loss") for such Schedule, then at
Lessor's option either (X) the rent on such Schedule will, on and after the next
succeeding date for the payment thereof upon notice to the Lessee by the Lessor
that a Loss has occurred, and describing the amount as to which Lessor intends
to claim indemnification and the reason for such adjustment in reasonable
detail, be increased by such amount, which will cause Lessor's net return over
the then remaining portion of the term of the Lease (taking into account the tax
effect from deferred utilization of tax basis resulting from changes in the
method of calculating Recovery Deductions) to equal the net return that would
have been available if such Loss had not occurred, or (Y) in lieu of a rent
increase, the Lessee shall pay to Lessor on such next succeeding date for the

<PAGE>

payment of rent such sum as will cause Lessor's net return over the term of the
Lease in respect of the Equipment to equal the net return that would have been
available if such Loss had not occurred. If such Loss occurs after the
expiration or termination of the Lease, Lessor will notify Lessee of such Loss
and Lessee will, within sixty (60) days after such notice, pay to Lessor such
sum as required by the preceding clause (Y). Lessee will forthwith pay on demand
to Lessor an amount on an after-tax basis which will be equal to the amount of
any interest and/or penalties which may be assessed by the United States or any
state against Lessor as a result of the Loss.

         (d) For purposes of this Section a Loss will occur upon the earliest of
(1) the happening of any event which in Lessor's judgment reasonably may cause
such Lass, (2) the payment by Lessor to the Internal Revenue Service of the tax
increase, if any, resulting from such Loss, or (3) the adjustment of the tax
return of Lessor to reflect such Loss.

         Lessor will be responsible for, and will not be entitled to a payment
under this Section on account of, any Loss due solely to one or more of the
following events: (i) the failure of Lessor to have sufficient taxable income to
benefit from the Recovery Deduction; (ii) any disposition of the Equipment by
Lessor prior to any default which has occurred and is continuing under the
Lease; or (iii) the failure of Lessor to properly claim the Recovery Deduction.

         (e) The indemnities and assumptions of liability provided for herein
and all Lessor's rights and privileges herein will continue in full force and
effect notwithstanding the expiration or termination of the Lease.

11. DISCLAIMER:

         Lessee acknowledges that it alone selects the Equipment and the
Supplier(s) thereof. LESSEE UNDERSTANDS AND AGREES THAT LESSOR MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO
THE EQUIPMENT. IT IS UNDERSTOOD AND AGREED THAT NO WARRANTY IS TO BE IMPLIED
WITH RESPECT TO THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, THE FITNESS
OF THE EQUIPMENT FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO PATENT, TRADEMARK,
COPYRIGHT OR OTHER INFRINGEMENT OR THE LIKE. NOTHING HEREIN CONTAINED WILL BE
CONSTRUED AS DEPRIVING THE LESSEE OF WHATEVER RIGHTS, IF ANY, LESSEE MAY HAVE
AGAINST THE SUPPLIER AND/OR MANUFACTURER OF THE EQUIPMENT AND LESSEE AGREES TO
LOOK SOLELY TO SUCH THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS CONCERNING
THE EQUIPMENT.

12. NO ABATEMENT:

         This Lease is a net Lease, intended by the parties to constitute a
"Finance Lease" under Article 2A of the Uniform Commercial Code as in effect in
Pennsylvania (the "UCC") and Lessee waives any right to suspend the performance
of all or any of its obligations hereunder. This is not a consumer lease and the
promises of Lessee hereunder and under each Schedule are irrevocable upon
acceptance of the Equipment under each Schedule. Lessor and Lessee each hereby
waive the provisions of the UCC, Section 2A 401 through 403 inclusive, and it is
the intent of the parties that under no circumstances is the Lease or any
Schedule to be subject to repudiation by either party. Lessee's obligation to
pay rent and all other amounts due hereunder is absolute, unconditional and not
subject to cancellation. Lessee agrees to pay rent and all other amounts due
hereunder when due without abatement or reduction, irrespective of any claims,
demands, set-offs, actions, suits or proceedings that it may have or assert

<PAGE>

against Lessor or any Supplier or manufacturer of Equipment or any part thereof.
Lessor will have no liability to Lessee in the event that any Supplier,
manufacturer or one or more others fails to perform any obligations at any time
due to Lessor, Lessee, persons in privity with Lessor or Lessee and any other
persons, or any one or more of the foregoing.

13. DEFAULT; REMEDIES:

         (al Each of the following will constitute a default hereunder: (a)
Lessee fails to pay rent or any other amount when due under any Schedule and
such failure will continue for five (5) days from the due date thereof; (b)
Lessee breaches any of the other terms or covenants hereof (including without
limitation any Schedule) or commits any other act of default specified in this
Lease; (c) any representation or warranty of Lessee contained herein or in any
other document or instrument delivered in connection herewith or made from time
to time hereafter is false or misleading when made; (d) Lessee or any Guarantor
become insolvent or ceases to do business as a going concern; (e) the Equipment
or any Item is abused, illegally used, or misused; (f) Lessee or any Guarantor
makes any assignment for the benefit of creditors, receivership or the like is
filed with respect to Lessee, or any substantial part of Lessee's property is
attached or a receiver, trustee or liquidator is appointed for Lessee or any
substantial part of Lessee's property or whenever Lessor may deem itself
insecure hereunder; (g) Lessee or any Guarantor fails to make any payment on
indebtedness for borrowed money when due, or to make any payment on a lease or
installment sale obligation when due, in each case when any applicable grace
period for such obligation has expired and the lender, lessor or creditor has
commenced to exercise any remedy, but only if the indebtedness or other
obligations for which payment is sought is an amount equal to or in excess of
$100,000; (h) final judgment for the payment of money aggregating in excess of
$100,000 will be outstanding against Lessee for more than sixty (60) days from
the date of entry and will not have been discharged in full or stayed or fully
bonded; or (i) Lessee or any Guarantor shall suffer any material adverse change
in their financial position which may reasonably cause Lessor to feel the
payment of rent hereunder may be impaired. On the occasion of any such default
hereunder, Lessor, at its option, may do any one or more of the following: (1)
declare this Lease and any or all Schedules in default upon notice to Lessee,
whereupon the entire amount of rent and all other amounts remaining to be paid
over the balance of the term of all Equipment then leased hereunder, computed
from the date of Lessee's default, will become immediately due and payable and
be accelerated; (2) proceed by appropriate court action or actions at law or in
equity or in bankruptcy to enforce performance by Lessee of the covenants and
terms of this Lease and/or to recover damages for the breach thereof; (3)
terminate this Lease and any or all Schedules upon notice to Lessee; (4) whether
or not this Lease or any Schedules be so terminated, upon demand by Lessor,
Lessee will return the Equipment consistent with its obligation in Section 6
hereof. Lessor may without notice to Lessee repossess the Equipment wherever
found, with or without legal process, and for this purpose Lessor and/or its
agents may enter upon any premises of or under control or jurisdiction of Lessee
or any agent of Lessee without liability for suit, action or other proceedings
by Lessee (any damages occasioned by such repossession being hereby expressly
waived by Lessee except for the damages occasioned by gross negligence or
willful misconduct, and remove the Equipment therefrom.

         (b) With respect to any Equipment returned to Lessor, or repossessed by
Lessor pursuant to provision (4) above, Lessor may hold or use such Equipment
for any purpose whatsoever or either sell same at a private or public sale, cash
or credit, or re-lease same for such term and upon such rental as will be solely
determined by Lessor. In the event of the sale or re-leasing by Lessor of any
such Equipment, Lessee will be liable for, and Lessor may forthwith recover from
Lessee as liquidated damages for breach of this Lease, and not as a penalty, an
amount equal to (X) the entire amount of rent which would have accrued for the
balance of the term for such Equipment computed from the date of Lessee's
default, plus (Y) an amount determined by multiplying Lessor's Cost by the
percentage indicated for the Stipulated Loss Values for the final rent period
during the term hereof, less (Z) the proceeds of any sale or releasing of such
Equipment, after first deducting therefrom all costs and expenses of

<PAGE>

repossession, storage, repairs, reconditioning, sale, re-leasing, attorneys'
fees and collection fees with respect to such Equipment provided, however, in no
event shall the damages calculated hereunder be less than an amount equal to 10%
of Lessor's Cost of the Equipment. If Lessee fails to return any Equipment to
Lessor or Lessor is unable, for any reason, to effect repossession of any
Equipment, then with respect to such Equipment, Lessee will be liable for, and
Lessor may forthwith recover from Lessee as liquidated damages for breach of
this Lease, and not as a penalty, an amount equal to the sum of the amounts
specified in items (X) and (Y) above for such Equipment provided, however, in no
event shall the damages calculated hereunder be less than an amount equal to 10%
of Lessor's Cost of the Equipment. Whether or not any Equipment is returned to,
or repossessed by Lessor, as aforesaid, Lessee will also be liable for, and
Lessor may forthwith recover from Lessee, all unpaid rent and other unpaid sums
that accrued prior to the date of Lessee's default. In addition to the
foregoing, Lessor may also recover from Lessee all costs and expenses, including
without limitation attorneys' fees and fees of collection agencies, incurred by
Lessor in exercising any of its rights or remedies hereunder. Since pursuant to
the foregoing Lessor may receive or recover payment of the amounts specified in
paragraph (1) and items (X) and (Y) above earlier than Lessor would otherwise be
entitled to receive or recover same but for Lessee's default, such amounts will
be discounted to their then present value at the rate of six percent (6%) per
annum, and there will be added to such amounts, after such discount, interest at
the rate specified in Section 18 hereof from the date of Lessee's default up to
the date of the payment of such amounts to Lessor.

         (c) Lessee hereby AUTHORIZES THE PROTHONOTARY OR CLERK OR ANY ATTORNEY
OF ANY COURT OF RECORD OF PENNSYLVANIA OR ELSEWHERE, UPON OR AFTER THE
OCCURRENCE OF ANY DEFAULT, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST LESSEE AT
ANY TIME FOR ALL AMOUNTS DUE HEREUNDER INCLUDING ACCELERATED RENTALS AS PROVIDED
FOR HEREIN INCLUDING THE AMOUNT DUE UPON FAILURE TO RETURN THE EQUIPMENT AND ALL
OTHER DAMAGES OR OTHER AMOUNTS TO WHICH LESSOR MAY BE ENTITLED UPON DEFAULT,
WITH OR WITHOUT DECLARATION, WITH COSTS OF SUIT, RELEASE OF ERRORS, WITHOUT STAY
OF EXECUTION AND WITH 15% ADDED FOR LESSOR'S ATTORNEYS' FEES. Lessee waives and
releases all relief from all appraisement rights on any property levied upon,
voluntarily condemns the same, authorizes the Prothonotary, Clerk or attorney to
enter upon the Writ of Execution such voluntary condemnation and, to the extent
permitted by law, waives all rights or appeal, inquisition, stay of execution
and exemption under any law now or later in force. A copy of this Lease,
verified by Lessor, may be filed in such suit in lieu of the original Lease. The
right to confess judgment will not be exhausted by any single or subsequent
exercise, but Lessor will be entitled to confess judgment successively, by any
exercise thereof, whether or not such exercise will be held by any court to be
invalid, voidable or void, but the power will continue undiminished and may be
exercised from time to time, and contemporaneously in more than one
jurisdiction, as often as Lessor will elect until all obligations of Lessee
hereunder will have been satisfied in full. Lessee consents to the jurisdiction
of the courts of Pennsylvania and the Federal District Court for the Eastern
District of Pennsylvania in any action or proceeding which may be brought under
or in connection with this Lease or any obligation with respect thereto or to
enforce any agreement contained herein or in any such obligation, and in the
event such action or proceeding will be brought against it, Lessee agrees not to
raise any objection to such jurisdiction or the laying of venue in Berks County,
Pennsylvania. Lessee agrees that service of process in any such action or
proceeding may be duly effected upon him or her by service in accordance with
the provisions of the Uniform Interstate and International Procedure Act.

14. CUMULATIVE REMEDIES:

         The remedies herein provided in favor of Lessor are not exclusive, but
will be cumulative and will be in addition to all other remedies in Lessor's
favor existing in law, in equity or in bankruptcy. The receipt and acceptance by
Lessor of any rent or other payment after occurrence of a default will not be
deemed to be a waiver of such default on the part of Lessor. In the event that
any court or competent jurisdiction determines that any provision of this Lease
is invalid or unenforceable in whole or in part, such determination will not
prohibit Lessor from establishing its damages sustained as a result of any

<PAGE>


breach of this Lease in any action or proceeding in which Lessor seeks to
recover such damages. Any repossession or resale of any Equipment will not bar
an action for damages for breach of this Lease, as hereinbefore provided, and
the bringing of an action or the entry of judgment against Lessee will not bar
Lessor's right to repossess any or all Equipment.

15. ASSIGNMENTS:

         Lessor may without the consent of Lessee sell, assign or otherwise
transfer or grant a security interest in, its right, title and interest in the
Equipment, this Lease or any Schedule and the rent due or to become due
thereunder and when so sold, assigned, transferred or encumbered this Lease will
be free of any counterclaim. set-off, defense or cross-claim by Lessee as
against such assignee whenever arising, before or after such sale, assignment,
transfer or security grant. Upon notice to Lessee of such sale, assignment,
transfer or security interest, Lessee agrees to direct all payments hereunder,
if requested, to Lessor's assignee.

16. PAYMENT OF TAXES:

         Lessee agrees to pay promptly when due, and to indemnify and hold
Lessor harmless from, all license, title and registration fees whatsoever, all
levies, imposts, duties, charges or withholdings whatsoever, and all sales, use,
personal property, franchise (howsoever calculated), and other taxes whatsoever
together with any penalties, fines or interest thereon) whether assessed levied
or imposed by any governmental or taxing authority against or upon Lessor or
otherwise, with respect to any Equipment or the purchase, acquisition,
ownership, delivery, leasing, possession, use, operation, control, return, or
other disposition thereof, or the rents, receipts or earnings arising therefrom,
or with respect to this Lease, excluding, however (i) any such taxes or charges
to the extent they are included in Lessor's Cost, (ii) any federal taxes levied
on Lessor's net income, or (iii) state or local taxes levied on Lessor's net
income, as net income determined under, and at rates which do not exceed those
originally imposed by the jurisdiction in which the Equipment is located as
specified in the related Schedule. In the event any such fees, levies, imposts,
duties, charges or taxes are paid by Lessor, or if Lessor be required to collect
or pay any thereof, Lessee will reimburse Lessor therefor (plus any penalties,
fines or interest thereon) promptly upon demand. Until Lessor notifies Lessee to
the contrary, Lessee will promptly before any penalty attaches, prepare and file
in Lessor's name or on Lessor's behalf all personal property tax returns
covering the Equipment and Lessee will pay the personal property taxes levied or
assessed thereon directly to the levying authority. If Lessor timely notifies
Lessee that Lessor will prepare and/or file any such return, Lessee will,
promptly upon being invoiced by Lessor, reimburse Lessor for the full amount of
such personal property taxes so paid by Lessor. All of the obligations of Lessee
under this Section with respect to any fees, levies, imposts, duties, charges,
withholdings and taxes (plus any penalties, fines or interest thereon and, in
the event that any of the foregoing are deemed to be income to Lessor, any
attendant income tax) assessed, levied, imposed or accrued prior to the
expiration or other termination of this Lease will continue in full force and
effect notwithstanding such expiration or other termination. Lessee will either
provide Lessor a copy of all property and other tax returns filed hereunder by
Lessee in Lessor's name or on Lessor's behalf or provide to Lessor an affidavit
or a responsible corporate officer certifying that the property taxes so
identified therein have been reported and are current.
<PAGE>

17. LATE CHARGE:

         If any rent or any other amount due hereunder from Lessee other than
the amounts due under this Section 17 is not paid within five (5) days after the
due date, Lessee agrees to pay a late charge equal to five percent (5%) of such
delinquent payment and such late charge shall be due and payable within ten days
after the date of notice of such late charge from Lessor to Lessee. All amounts
past due hereunder including any late charge shall accrue interest at a rate
equal to eighteen percent (18%) on the amount of such delinquent rent or other
payment, but not exceeding the maximum permissible amount under applicable law.
The failure of Lessor to collect any late charge will not constitute a waiver of
Lessor's right with respect thereto.

18. LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS:

         In case of failure of Lessee to comply with any provision of the Lease
or any Schedule, Lessor will have the right, but will not be obligated, to
effect such compliance in whole or in part, and all money spent and expenses
incurred by Lessor will be paid by Lessee forthwith and will bear interest at
the daily equivalent of eighteen percent (18%) per annum from the date said
obligation was due. Lessor's action in effecting such compliance will not be a
waiver of Lessee's default. All such money spent by and expenses of Lessor and
any other obligation assumed or incurred by Lessor in effecting such compliance
will constitute additional rent payable to Lessor with the next rent payment.

19. SEVERABILITY:

         Any provision herein contained which may be invalid under applicable
law or any governmental rule or regulation, will be deemed omitted, modified or
altered to conform thereto.

20. NOTICES:

         All notices required or permitted to be given hereunder will be in
writing and will be deemed given if sent by registered or certified mail to the
address of Lessor or Lessee stated herein or in any Schedule or to such other
place as either party may in writing direct pursuant to this Section.

21. LEGAL CONSTRUCTION:

         The validity, construction and performance of the Lease and any
Schedule will in all respects be governed by the laws of the Commonwealth of
Pennsylvania.

22. FINANCIAL INFORMATION:

         Lessee agrees to provide Lessor with: (i) a balance sheet and statement
of income of Lessee, or any consolidated group of which Lessee is a member,
prepared in accordance with generally accepted accounting principles and
certified by independent certified public accountants or other financial
statements acceptable to Lessor within ninety (90) days after the close of each
fiscal year of Lessee occurring after the date of this Lease, and (ii) from time
to time such information relating to the Equipment or the financial condition of
the Lessee as Lessor may reasonably request.
<PAGE>

23. ADDITIONAL DOCUMENTS:

         Lessee agrees to execute or obtain and deliver to Lessor at Lessor's
request such additional documents as Lessor may reasonably deem necessary or
appropriate to protect Lessor's interest in the Equipment and in this Lease
including, without limitation, financing statements. Lessee will pay, or
reimburse Lessor on demand, for any filing fees or expenses incurred by Lessor
in connection with any such additional documents. Lessee hereby designates
Lessor its attorney-in-fact and authorizes and empowers Lessor to execute and
complete in Lessee's name and on Lessee's behalf all financing statements and
other documents necessary to and anticipated by any Schedule to provide to
Lessor the benefits anticipated by such Schedule.

24. MISCELLANEOUS:

         The Lease will note be binding on Lessor until executed by an
authorized officer of Lessor. Lessor and Lessee waive all rights to trial by
jury in any litigation arising herefrom or in relation hereto. Lessee will, at
Lessee's sole expense, obtain from each owner, landlord, mortgagee or other
person having an encumbrance, lien or other interest on or in the premises in
which the Equipment is or will be located, all necessary consents to the
installment or use of the Equipment therein and the removal thereof in
accordance with the terms of the Lease, together with waivers of claim with
respect to the Equipment, and record the same when and where necessary. This
Lease shall be executed in two originals, counterpart #2 shall be retained by
Lessee and counterpart #1 shall be retained by Lessor and duly marked as such
and shall be the only original for chattel paper purposes.

25. ENTIRE AGREEMENT:

         This Lease and any instrument referred to herein together with any
Schedule(s), Attachment(s), or Rider(s) signed by the parties or delivered in
connection herewith constitute the entire agreement of the parties with respect
to the subject matter hereof and will collectively constitute the Lease with
respect to an Item of Equipment and supersede any prior written or oral
agreement of the parties with respect to such Equipment. No agent or employee of
the Supplier is authorized to bind Lessor to the Lease, to waive or alter any
item or condition herein or ad any provision hereto. No variation or
modification of the Lease and no waiver of any of its provisions or conditions
will be valid unless in writing and signed by Lessor and Lessee.

<PAGE>

MERIDIAN LEASING INC.
KLEINERT'S, INC.

By:                                 By: /s/ Joseph J. Connors 
   ---------------------------         ---------------------------

Title: President                    Title: Executive Vice President
       ---------                           ------------------------

Date:                               Date: 12/5/94
     ---------------------------          -------

                                     Witness: /s/ Denise L. Hale
                                              ------------------

                                     Date: 12/5/94
                                           -------
         THE UNDERSIGNED LESSEE HEREBY ACKNOWLEDGES AND AGREES THAT ANY
MODIFICATION OR AMENDMENT OF THIS LEASE MUST BE IN WRITING AND THAT NO
MODIFICATION OR AMENDMENT SHALL BE ENFORCEABLE UNLESS SUCH MODIFICATION OR
AMENDMENT IS IN WRITING DULY SIGNED BY LESSEE AND LESSOR.

/S/ Joseph J. Connors
---------------------
KLEINERT'S, INC.

<PAGE>



                                              SCHEDULE OF STIPULATED LOSS VALUES

                              MERIDIAN LEASING INC.

                        MASTER LEASE AGREEMENT NO. 01511
                                                   -----

                     SCHEDULE NO. 001, DATED_______________

         The Stipulated Loss Value for any Item of Equipment of any due date is
equal to Lessor's Cost of such Equipment multiplied by the applicable percentage
shown below as af the applicable rent payment date.

                                                             Adjusted
                                Number                    Stipulation
                                    of                          Value
                                  Base                             as
                                  Rent                        Percent
                              Payments                             of
                                  Made                           Cost

                                1                      103.911275
                                2                      102.266678
                                3                      100.611046
                                4                       98.944355
                                5                       97.264044
                                6                       95.570059
                                7                       93.863484
                                8                       92.143151
                                9                       90.411465
                               10                       88.666989
                               11                       86.908637
                               12                       85.138771

                               13                       83.355916
                               14                       81.559062
                               15                       79.750533
                               16                       77.930480
                               17                       76.100075
                               18                       74.258922
                               19                       72.407979
                               20                       70.546342
                               21                       68.672757
                               22                       66.789151
                               23                       64.894749
                               24                       62.988260
<PAGE>

                               25                       61.071578
                               26                       59.143995
                               27                       57.204186
                               28                       55.252597
                               29                       53.292588
                               30                       51.323652
                               31                       49.346303
                               32                       47.359973
                               33                       45.361170
                               34                       43.353796
                               35                       41.337347
                               36                       39.308298

                               37                       37.370520
                               38                       35.223569
                               39                       33.163891
                               40                       31.092063
                               41                       29.009060
                               42.                      26.914230
                               43                       24.807814
                               44                       22.689497
                               45                       20.558153
                               46                       18.415031
                               47                       16.259891
                               48                       15.000000

Thereafter
This Attachment is incorporated into the Master Lease Schedule referred to
above.

        Meridian Leasing Inc.               Kleinert's, Inc.
        ---------------------               ----------------
             (Lessor)                          (Lessee)

 By:                                        By: /s/ Joseph J. Connors
    ---------------------------                ----------------------
    Edward R. Bruner

 Title: President                           Title: Executive Vice President
        ---------                                  ------------------------
 Date:                                      Date:  12/5/94
      -------------------------                    -------
<PAGE>


If KLEINERT'S, INC. is exempt from state sales/rental tax, please return a copy
of the Tax Exemption Certificate with the document package. If not exempt from
state sales/rental tax, please include the appropriate tax amount with any
advance rentals paid. Regardless, please enter your company's Federal Tax I.D.
Number below and return this form with the signed documents.

Federal Tax I.D. Number: 13-0921860
                         -----------
<PAGE>

 MERIDIAN LEASING INC.                                   TRUE LEASE
                              MASTER LEASE SCHEDULE

Meridian Leasing Inc.                     Schedule Dated December 5, 1994
One Meridian Blvd.                        Master Lease Agreement No. 01511
Wyomissing, PA. 19610                     Master Lease Schedule #001

The Master Lease Agreement referred to above is incorporated herein by reference
as if set forth at length and Lessee and Lessor confirm all the terms and
provisions thereof except as specifically set forth herein to the contrary.

A. Equipment

         This Schedule covers all Equipment described in Rider #1 attached
hereto and made a part hereof.

B. Definitions and Meanings of Certain Terms

   1.  Advance Rental:  $       924.55
   2.  Lessor's Cost:   $    42,515.65
   3.  Commencement Date:  December 5, 1994  (To be the date of execution of 
       the Certificate of Acceptance)
   4.  Term of Lease:  27  days (the "interim term") followed by  a basic term 
       of 48 months and ending on______
   5.  First Rent Payment Factor:  021746
   6.  Second Rent Payment Factor:
   7.  All Riders (if any) in addition to Rider #1 are listed hereinafter and 
       made a part hereof: Rider #5 and #8

C. Stipulated Loss Values

         The Stipulated Loss Value of any Item of Equipment may be determined as
of any rent due date by multiplying Lessor's Cost for the Equipment by the
percentage applicable to such date in each case determined by reference to the
Schedule Loss Values attached hereto.

D. Tax Treatment

         This is a true lease and not a conditional sale and the provisions of
Section 10 of the Lease shall be fully applicable. Recovery Deductions: 5 year
period using the 200% declining balance method and the half-year convention,
unless otherwise required by operation of Code Section 168(3)(3)(A).

E. Rent Payments

         Lessee promises to pay rent for the interim term, if any, on the first
day of the basic term in an amount equal to $924.55 and thereafter Lessee
promises to pay rent for the basic term by making 48 consecutive installments of
rent, with the first such payment due Dec. 5, 1994 and with succeeding payments
due on the 5th day of each month thereafter. Lessee promises to pay 47
additional installments of rent each in the amount of $942.55 on the 5th day of
each succeeding month during the basic term.
<PAGE>

         Except as expressly modified hereby, all terms and provisions of the
Lease remain in full force and effect. The parties hereto have caused their duly
authorized officers to execute this Schedule as of the Commencement Date.

MERIDIAN LEASING, INC.                       KLEINERT'S. INC.

By:                                          By: /s/ Joseph J. Connors
   --------------------------------              ---------------------
   Edward R. Bruner

Title:                                       Title: Executive Vice President
      -----------------------------                 ------------------------

Date:                                        Date: 12/5/94
     ------------------------------                -------
<PAGE>


                                                    Master Lease Schedule #001

Purchase Option Month-To-Month Renewal
Rider #8
Master Lease Agreement No. 01511

1. Upon the expiration of the original term under the referenced Master Lease
Agreement and Schedule (collectively, the "Lease"), provided that Lessee has
paid all rent and all other sums then due by Lessee to Lessor, or provisions of
this Lease, and provided that no default has occurred and then remains
unremedied, Lessee will have the option, exercisable by written notice to Lessor
given at least ninety (90) days prior to the expiration of the original term, to
purchase all, but not less than all (except for Items for which Lessor has
received payment of the casualty value with respect thereto) of the Equipment
then subject to the referenced Schedule, for an amount (the "Purchase Price"),
payable in full in cash or by certified check on or before such expiration date,
equal to the greater of (I) that amount which would be obtained in an
arms-length transaction between an informed and willing buyer and an informed
and willing seller under no compulsion to sell (said amount herein referred to
as the "Fair Market Value"), or (ii) 15% of the original cost of the Equipment
subject to such Schedule and purchased hereunder.

2. For purposes of Lessee's exercise of the purchase option under this Rider,
Fair Market Value shall be determined by an independent third-party appraiser
selected by Lessee. Lessee will pay the fees and expenses of the appraiser and
shall deliver to Lessor the appraiser's report, in writing, on or before the
expiration date of the original term.

3. (a) If Lessee does not elect to exercise and perform such purchase option,
all in accordance with the terms and conditions of this Rider, then subject to
the rights, remedies and obligations of Lessor under the Lease, and hereunder,
the term of the Lease set forth in the Schedule shall automatically and without
further action on the part of either Lessor or Lessee be extended on a basis
(the "Extended Lease Term") at a monthly rent of $400.00, with the first such
rent payment due and payable by Lessee on December 5, 1998, and with each
succeeding rent payment due and payable on the same day of each succeeding month
thereafter, until the Equipment is either (I) sold or re-leased by Lessor to a
third party or (ii) purchased by Lessee upon ninety (90) days written notice to
Lessor and otherwise in accordance with Paragraphs 1 & 2 hereof.

   (b) Lessor undertakes in good faith to attempt to sell or release the
Equipment during any Extended Lease Term at then current market rates, provided
however, that Lessor shall have no obligation to accept the terms of any offer
to purchase or re-lease which in the opinion of Lessor requires any unacceptable
extension of credit or represents a short-term distortion of historic market
values, but the foregoing shall not constitute any guarantee with respect
thereto or otherwise operate to release Lessee from its continuing obligation
for rent during the Extended Lease Term.

4. Lessor shall have full right and authority to sell the Equipment at any time
during such Extended Lease Term. Upon termination of the Extended Lease Term by
Lessor's sale of the Equipment to a third party with ten (10) days prior notice
to Lessee, or upon termination for any other cause, Lessee shall be obligated to
return the Equipment to Lessor (or Lessor's purchaser) in accordance wit h the
terms and provisions of the Lease.

5. If Lessee elects to purchase the Equipment pursuant to this option, and
provided Lessee is not then in default, Lessee will purchase from Lessor and
Lessor will sell to Lessee, without recourse or warranty, the Equipment for the
Purchase Price.
<PAGE>

6. Upon payment of the Purchase Price, Lessor will upon the request of Lessee,
execute and deliver to Lessee or to Lessee's assignee or nominee, a bill of sale
(without representations or warranties except that the Equipment is free and
clear of all claims, liens, security interests or other encumbrances by or in
favor of any person claiming through or under Lessor) releasing the Equipment
from the terms and scope of this Lease and transferring title thereto to Lessee
or such assignee or nominee, in such form as may reasonably be requested by
Lessee, all at Lessee's expense.

   Except as expressly modified hereby, all terms and provisions of the Lease 
remain in full force and effect.

   This Rider #8 is incorporated into the Schedule referred to above.

MERIDIAN LEASING INC.                         KLEINERT'S, INC.

By:                                           By: /s/ Joseph J. Connors
   --------------------------------               ---------------------
   Edward R. Bruner

Title: President                             Title: Executive Vice President
       ---------                                    ------------------------

Date:                                        Date: 12/5/94
     ------------------------------                -------
<PAGE>


                                   SCHEDULE A

         All equipment as acquired under lease to KLEINERT'S, INC. Pursuant to
Master Lease #01511 Schedule #001, dated December 5, 1994 between MERIDIAN
LEASING INC. (Lessor) and KLEINERT'S, INC. (Lessee).

QUANTITY                   DESCRIPTION                               S/N
--------                   -----------                               ---
Four (4)          Compaq Prolinea 4/66MT, Mini Tower
                  486DX2 Processor, 66mhz, 8MB RAM,
                  525MB HDD, 3 1/2"FDD, 14"Ultra
                  VGA Monitor
Four (4)          Upgrade to Samsung 4 Plus 17"Color
                  UltraVGA Display  Factory Refurbished
Four (4)          American Power Conversions Back-UPS 450
One (1)           Compaq ProSignia Network Server
                  Pentium Processor 60mhz, 32MB
One (1)           Microsoft Windows NT Advance Server
                  Version 3.1
One (1)           American Power Conversions Smart-UPS
                  1200 Uninteruptable Power System Battery
                  Backup with Server Notification System
                  Software Setup Configuration
One (1)           Microsoft SNA Server for mainframe access
One (1)           DCA ISCA SNA Communications interface
One (1)           Wall Data Rumba for the Mainframe,
                  Windows version 4.0
One (1)           US Robotics 28.6 Kbps V.FC Fax/Modem
                  with cable, software
One (1)           HP Laser Jet 4Si Network Printer w/
                  2 letter size paper trays
One (1)           HP Laser Jet Legal Size Paper Tray
Four (4)          Microsoft Office (includes Word, Exel,
                  PowerPoint and Mail)
One (1)           Compaq TurboDAY 4/16GB Tape Backup Drive
One (1)           Comm:Motorola/UDS V.3225 sync modem
Seventeen (17)    Media: 80m 4mm Data Tape Sony
240               Cable: RG58 Coax Cable for Thin Ethernet
Thirty (30)            Cable: BNC end Connector
Ten (10)          Cable: BNC interconnect
Six (6)                 Cable: Wall Plates
Six (6)                 Cable: Wall Mounts
One (1)           Microsoft PC Mail Server Version 3.2 10 user
One (1)           Microsoft Remote Client for Windows
One (1)           Microsoft MHS Gateway
<PAGE>

The above equipment complete with all related parts, attachments, accessories,
substitutions and proceeds thereof.

MERIDIAN LEASING, INC.                  KLEINERT'S, INC.

                                       /s/ Joseph J. Connors
-----------------------------------    ---------------------
          Signature                        Signature   

                                       Executive Vice President
-----------------------------------    ------------------------
           Title                                Title

                                                12/5/94
-----------------------------------    -------------------------
           Date                                  Date
<PAGE>


Master Lease #01511
Schedule #001, dated December 5, 1994
                     ----------------

                               PAY PROCEEDS LETTER

KLEINERT'S, INC. Hereby irrevocably directs Meridian Leasing Inc. To pay the
proceeds of the above lease as follows:

      VENDOR                  ADDRESS                     PAYMENT

SBM Computers                2906 William Penn Hwy       $23,156.02
Easton, PA  18042

Kleinert's, Inc.             120 W. Germantown Pike      $19,359.63
Plymouth Meeting, PA 19462



Meridian Leasing Inc. Reserves the right to withhold any advance rentals and
fees due when payment of proceeds is made directly to Lessee.

                                    KLEINERT'S, INC.

                                    Signed: /s/ Joseph J. Connors
                                            ---------------------

                                    Title:  Executive Vice President
                                            ------------------------

                                    Date:   12/5/94
                                            ------------------------
<PAGE>

                                     CERTIFICATE OF ACCEPTANCE
                                     Master Lease Schedule #001

                              MERIDIAN LEASING INC.

                            CERTIFICATE OF ACCEPTANCE

Meridian Leasing Inc.
One Meridian Blvd.
Wyomissing, PA  19610

Re:  Master Lease Agreement No. 01511 and the
     Schedule thereunder dated December 5, 1994

         The undersigned duly authorized representative of Lessee under the
referenced Master Lease Agreement and Schedule (the {Lease") does hereby certify
that I have inspected and accepted delivery of the following Items of Equipment
under and pursuant to the Lease:

         EQUIPMENT: See Schedule A attached hereto and forming a part hereof.

         DATE ACCEPTED (COMMENCEMENT DATE): December 5, 1994
                                            ----------------

         The undersigned does hereby further certify that the foregoing Items of
Equipment are in good order and condition, and conform to the specifications,
requirements and standards applicable thereto. This certificate does not waive
any right Lessee or Lessor may have against the manufacture or supplier of the
Equipment.

         The undersigned does hereby further certify that as of the date hereof
(i) Lessee is not in default under the Lease, and (ii) the representations and
warranties made by Lessee pursuant to or under the Lease are true and correct on
the date hereof.

                                     KLEINERT'S, INC.

                                     By: /s/ Joseph J. Connors
                                         ----------------------

                                     Title: Executive Vice President
                                            ------------------------

                                             December 5, 1994
                                      ------------------------------
                                      (Date - the Commencement Date)

<PAGE>
                                            
                                                        Description of Equipment
                                                      Master Lease Schedule #001

                              Meridian Leasing Inc.

                        Rider #1 Description of Equipment

                                        Schedule Dated December 5, 1994
                                                       ----------------

                        Master Lease Agreement No. 01511

   Number of       Model of       Serial
     Units        Equipment      Numbers    Location           Supplier
   ---------      ---------      -------    --------           --------
See Schedule A attached hereto and forming 
a part hereof                               120 West            SBM Computers
                                            Germantown Pike
                                            Plymouth
                                            Meeting, PA
                                            19462

                                            Total Lessor's Cost    $42,515.65
                                                                  ----------

 MERIDIAN LEASING INC.                      KLEINERT'S, INC.

 By:                                        By: /s/ Joseph J. Connors
    -------------------------------             ---------------------
         Edward R. Bruner

 Title: President                           Title: Executive Vice President
        ---------------------------                ------------------------

 Date:                                      Date: December 5, 1994
      -----------------------------               ----------------
<PAGE>

                                RETURN PROVISIONS
                                    RIDER #5

    Schedule #001, dated December 5, 1994, to Master Lease Agreement #01511,
   between MERIDIAN LEASING, INC., as Lessor, and KLEINERT'S, INC., as Lessee.

This Rider forms a part of the above-referenced Schedule to Master Lease. Terms
defined in the Schedule and Master Lease will have the same meanings when used
in the Rider unless otherwise defined.

1. RETURN
   ------

Lessee shall, upon the expiration of the Lease Term of each Item of Equipment,
return such Item of Equipment to Lessor at such place within the continental
United States of America as Lessor pursuant to the provisions of this Section,
all of the previsions of this Lease with respect thereto shall continue in full
force and effect. Lessee shall pay all the costs and expenses in connection with
or incidental to the return of the Equipment, including, without limitation, the
cost of removing, dismantling by manufacturer's representative (or anyone else
designated by Lessor), assembling, packing, insuring and transporting the
Equipment. At the time of such return, the Equipment shall be in the condition
and repair required to be maintained by Section 6 of the Lease and Section 2
hereof and free and clear of all Liens. At the expiration of the Lease Term,
Lessee shall provide 120 days of storage for the units of Equipment free of
charge. During this period, each unit of Equipment must remain assembled and
operational:

2. OPERATION, MAINTENANCE, ADDITIONS
   ---------------------------------

   A) Lessee will, at its own expense, keep and maintain the Equipment in good
repair, condition and working order and furnish all parts, replacements,
mechanisms, devices and servicing required therefore so that the value,
condition and operating efficiency thereof will at all times be maintained and
preserved, reasonable wear and tear excepted. All such repairs, parts,
mechanisms, devices and replacements shall immediately, without further act,
become the property of Lessor and part of the Equipment. Without limiting the
generality of the foregoing provisions of this Subsection, Lessee agrees that
upon the required return of the Equipment to Lessor pursuant to the Section 1
hereof, each item of Equipment shall comply with the following criteria at
minimum:

 --  At the time of return, the Equipment must be operational and able to
     perform its required tasks effectively without repair or overhaul, 
     complete with no missing components. All components must be attached, 
     clean and functioning.

 --  All manuals and documentation must be present and returned to Lessor.

 --  Dismantling and handling is to be done in accordance with the