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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 29th day of
      November, 1995, 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. OF NEW YORK, a New York
      corporation, with its mailing address and chief place of business at 112
      W. 34th Street Suite 1711 New York, NY 10120, (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.

      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.
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      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.

           (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.
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         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. Lessee will, at its expense, affix in
      a prominent position on each Item of Equipment plates, tags or other
      identifying labels showing ownership of the Equipment by Lessor. Lessor
      will, at all reasonable times, have the right to inspect the Equipment and
      Lessee's maintenance records related thereto.

       (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 by 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.

         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 (1) 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


<PAGE>

      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.

        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 35% 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
 

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      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 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.
<PAGE>

        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 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:

       (a) 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.
<PAGE>

       (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 re-leasing of such Equipment,
      after first deducting therefrom all costs and expenses of 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.
<PAGE>

        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 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 not 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 and 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 chaste' 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 term or condition herein or add 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.

        MERIDIAN LEASING INC.                    KLEINERT'S INC. OF NEW YORK

        By:                                      By: /s/ Gerald E. Monigle
           ------------------------                  -------------------------
           Edward R. Bruner                        Title:  Treasurer
           Title:  President                       Date:  November 29, 1995

        Date:                               Witness: /s/ Denise L. Hale
                                                     -------------------------
       
                                                 Date:  November 29, 1995

              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/ Gerald E. Monigle
---------------------
KLEINERT'S,  INC. OF NEW YORK

<PAGE>

                           MERIDIAN LEASING INC.                  TRUE LEASE
                           MASTER LEASE SCHEDULE
Meridian Leasing Inc.      Schedule Dated November 29, 1995 to
One Meridian Blvd.         Master Lease Agreement No. 01678
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: $4,485.42
    2. Lessor's Cost: $144,040.56
    3. Commencement Date: November 29, 1995 (To be the date of execution of the
       Certificate of Acceptance)
    4. Term of Lease:__________ days (the "interim term") followed by a basic
       term of 36 months and ending on
    5. First Rent Payment Factor: .03114
    6. Second Rent Payment Factor: -----
    7. Additional Provisions: $100.00 processing fee.
    8. All Riders (if any) in addition to Rider #1 are listed hereinafter and
       made a part hereof: Rider #2, #5

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 of Stipulated 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(d)(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 $______________ and thereafter Lessee
promises to pay rent for the basic term by making 36 consecutive installments of
rent, with the first such payment due ______________ and with succeeding
payments due on the _____________ day of each month thereafter. Lessee
thereafter promises to pay 35 additional installments of rent each in the amount
of $4,485.42 on the ________________ day of each succeeding month during the
basic term.

    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. OF NEW YORK
  
By                                          By: /s/ Gerald E. Monigle
  --------------------------                    ---------------------
         Edward R.  Bruner  
Title:      President                       Title: Treasurer
                                                   ---------
Date:
                                            Date:  November 29, 1995
                                                   -----------------
<PAGE>

                                Meridian Leasing
                       SCHEDULE OF STIPULATED LOSS VALUES
                              MERIDIAN LEASING INC.

                                           Master Lease Agreement No. 01678
                                       Schedule No. 001, Dated November 29, 1995

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

                                              Adjusted
            Number                         Stipulation
                of                               Value
              Base                                  as 
               Rent                            Percent 
           Payments                                 of 
               Made                               Cost 
                  1                         105.291310 
                  2                         101.040857 
                  3                          96.872741 
                  4                          92.785600 
                  5                          88.786242
                  6                          84.889393
                  7                          81.069030
                  8                          77.348214 
                  9                          73.700971 
                 10                          70.126084
                 11                          66.646682
                 12                          63.236859
                 13                          59.895464
                 14                          56.645690
                 15                          53.461695
                 16                          50.342391
                 17                          47.291829
                 18                          44.300991
                 19                          41.371647
                 20                          38.500020
                 21                          35.687917
                 22                          32.934350
                 23                          30.235S93 
                 24                          27.593497 
                 25                          25.007126
                 26                          22.472797
                 27                          19.992410
                 28                          17.565071
                 29                          15.189322
                 30                          12.886060
                 31                          10.6329t6 
                 32                           8.450231 
                 33                           6.315668 
                 34                           4.228432 
                 35                           2.208909 
                 36                           0.000000 

Thereafter 
This Attachment is incorporated into the Master Lease Schedule referred to
above.
 MERIDIAN LEASING INC.                    KLEINERT'S INC. OF NEW YORK

 By:                                      By: /s/ Gerald E. Monigle
    -------------------------------          ----------------------------
    Edward R. Bruner        

Title:                                    Title:   Treasurer
      -----------------------------             -------------
      President

Date:                                     Date:  November 27, 1995
     ------------------------------            -------------------
<PAGE>

     Meridian Leasing


                                                              LEASE END OPINIONS
                                                   MASTER LEASE SCHEDULE NO. 001


                              MERIDIAN LEASING INC.

                           RIDER #2 LEASE END OPTIONS

Schedule dated November 29, 1995 to Master Lease Agreement No. 01678

  1. RENEWAL AT FAIR MARKET RENTAL RATE

     Length of Renewal Term: 12 months Number of Renewal Terms: One (1)

Upon the expiration of the original term under the referenced Lease and Schedule
and any renewal term provided for herein, provided that Lessee has paid all rent
and all other sums then due by Lessee to Lessor, or which would become due upon
request of Lessor, as required under the provisions of this Lease, and provided
that no default has occurred and then remains unremedied, Lessee will have the
option, exercisable on written notice to Lessor given at least 180 days prior to
the end of the original term or any renewal term, to renew the Lease with
respect to 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 said Schedule for an additional term as set forth above (herein
called a "Renewal Term") at a rental for such renewal term that would be
obtained in an arms-length transaction between an informed and willing
prospective lessee and an informed and willing lessor under no compulsion to
lease (said rate being herein called the "Fair Market Rental Rate"). Lessee's
option provided for herein may not be exercised for more than the number of
renewal terms set forth above.

  2. PURCHASE AT FAIR MARKET SALE VALUE

Upon expiration of the original term or any renewal term with respect to the
Equipment, provided that Lessee has paid all rentals and all other sums then due
by Lessee to Lessor, or which would become due upon request of Lessor as
required under the provisions of this Lease, and provided that no default has
occurred and then remains unremedied to Lessor's satisfaction. Lessee will have
the option, exercisable by written notice to be given to Lessor at least 180
days prior to the expiration of the term, to purchase all, but not less than all
(except for Items that have been destroyed and for which Lessor has received
payment of the Casualty Value with respect thereto) of the Equipment, for an
amount, payable on or before such expiration date, that 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 being herein called
the "Fair Market Sale Value").

  3. PROCEDURE

If, on or before a date 135 days prior to the expiration of the original term or
any renewal term with respect to the Schedule, Lessor and Lessee are unable to
agree upon a determination of the Fair Market Rental Rate or the Fair Market
Sale Value of the Equipment, Lessee will have no obligation to renew this Lease
or purchase the Equipment. However, if Lessee wishes to proceed with its option,
such value will be determined in accordance with procedure for appraisal set
forth herein. Lessee may not proceed simultaneously to exercise both options
provided for herein.

Appraisal means a procedure whereby two recognized independent equipment
appraisers, one chose by Lessee and one by Lessor, will mutually agree upon the
amount in question. To commence the procedure Lessee will give Lessor a written
notice appointing its appraiser not later than 125 days prior to the expiration
of the original or renewal term. Lessor will within fifteen (15) days thereafter
give Lessee a written notice appointing its appraiser. If within fifteen (15)
days after appointment of the two appraisers as described above, the two
appraisers are unable to agree upon the amount in question, a third recognized
independent appraiser will be chosen within five (5) days thereafter by the
mutual consent of such first two appraisers or, if such first two appraisers
fail to agree upon the appointment of a third appraiser, such appointment will
be made by an authorized representative of the American Arbitration Association
or any organization successor thereto. The decision of the appraisers so

<PAGE>

appointed and chosen will be given within a period of ten (10; days after the
selection of such third appraiser. The average of the three appraisals arrived
at by said three appraisers will be binding and conclusive on Lessor and Lessee.
Lessor and Lessee will pay the fees and expenses of the respective appraisers
appointed by them and will share equally the fees and expense of the third
appraiser, if any, and those of the American Arbitration Association, if
applicable, PROVIDED, HOWEVER, that if Lessee does not exercise the option to
renew or purchase, then Lessee will pay the fees and expenses of all appraisers
and American Arbitration Association.

If Lessee does not elect to exercise such purchase or renewal option after the
decision of the appraisers, Lessor shall have an additional period of 120 days
storage rights at the risk and expense of Lessee from and after the later of the
end of the Lease term or Lessee's decision not to exercise such option.

After a determination of the Fair Market Rental Rate or the Fair Market Sale
Value of the Equipment has been made in accordance with the procedure described
above, Lessee may exercise its option to renew the Lease for the Fair Market
Rental Rate or to purchase the Equipment for the Fair Market Sale Value by
delivering written notification of such exercise to Lessor not less than ninety
(90) days prior to the expiration of the term.

If Lessee has elected to purchase the Equipment pursuant to this option and
provided Lessee is not then in default hereunder, Lessee will purchase from
Lessor and Lessor will sell to Lessee, without recourse or warranty, the
Equipment for a cash consideration equal to the Fair Market Sale Value thereof
which amount will be paid in full on the last date for the payment of basic rent
as provided for in the Schedule or the last such date provided for in any
renewal term. The Bill of Sale will be dated the date of payment.

If Lessee has elected to renew the Lease pursuant to this option, the renewal
rentals will be payable on the same day of each rental period consistent with
the rental payment dates of the original term of the Lease commencing with the
first rental period after the expiration of the original term and continuing
until the expiration of the renewal terms).

Upon payment of the Fair Market Sale Value, Lessor will upon 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 interest and 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 to 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 #2 is incorporated into the Schedule referred to above.

        MERIDIAN LEASING INC.                      KLEINERT'S INC. OF NEW YORK

        By:                                        By:   /s/ Gerald E. Monigle
           ------------------------                   -------------------------
               Edward R. Bruner

        Title: President                            Title: Treasurer
                                                           ----------

        Date:                                       Date: November 29, 1995
                                                          -----------------

<PAGE>

                           Master Lease Schedule =C01
                                RETURN PROVISIONS
                                    RIDER #5

             Master Lease Agreement #01678, Dated November 29, 1995
                            between MERIDIAN LEASING
                              INC., as Lessor, and
                    KLEINERT'S INC. OF NEW YORK, 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 provisions 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 manufacturer's
    instructions or normally accepted industry standards and practices.

  - All peripheral and additional systems to the Equipment must be intact and
    correctly operational.

  - Meridian Leasing Inc. and potential purchasers of the Equipment must be
    given access to the Equipment upon reasonable demand.

  - The Equipment must remain at its current location during the term of the
    lease and all auxiliary equipment must remain attached to or within close
    proximity.

  - All cables, wires, and attachments must be returned with the system.

    B) Lessee will not make or authorize any improvement, change, addition or
alteration to the Equipment (i) if such improvement, change, addition or
alteration will impair the originally intended function or use of the Equipment
or impair the value of the Equipment as it existed immediately prior to such
improvement, change, addition or alteration; or (ii) if any parts installed in
or attached to or otherwise becoming a part of the Equipment as a result of any
such improvement, change, addition or alteration shall not be readily removable
without damage to the Equipment. Any part which is added to the Equipment
without violating the provisions of the immediately preceding sentence and which
is not a replacement or substitution for any property which was a part of the
Equipment, shall remain the property of Lessee and may be removed by Lessee at
any time prior to the expiration or earlier termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens. Any such part which
is not so removed without further act, become the property of Lessor.
<PAGE>
        MERIDIAN LEASING INC.                      KLEINERT'S INC. OF NEW YORK

        By:                                        By:   /s/ Gerald E. Monigle
           ------------------------                   -------------------------
               Edward R. Bruner

        Title: President                            Title: Treasurer
                                                           ----------

        Date:                                       Date: November 29, 1995
                                                          -----------------

<PAGE>

       Meridian Leasing
                                                   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. 01678 and
       the Schedule thereunder dated
       November 29, 1995

 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 November 29, 1995
                                    -----------------

 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 manufacturer 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. OF NEW YORK

                                                 By:   /s/ Gerald E. Monigle
                                                     -------------------------

                                                 Title:  Treasurer
                                                         ---------
   
                                                 November 29, 1995
                                                 -----------------
                                                 (Date - the Commencement Date)

<PAGE>

Meridian Leasing

                                                             CLOSING CERTIFICATE
                                                      MASTER LEASE SCHEDULE #001


                              MERIDIAN LEASING INC.

                               CLOSING CERTIFICATE


Schedule dated November 29, 1995 to Master Lease Agreement No. 01678

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

As a condition to your advance of funds for the above referenced Lease and
Schedule, the undersigned as Lessee thereunder hereby represents, warrants and
covenants to you as Lessor each of the following as of the date hereof and as of
the "Commencement Date" under the Schedule.

    (a) The Balance Sheet and Statement of Income of Lessee, or of any
    consolidated group of which Lessee is a member, heretofore delivered to
    Lessor have been prepared in accordance with generally accepted accounting
    principles and fairly presents the financial position of Lessee or the
    consolidated group of companies of which Lessee is a member on and as of the
    date thereof and the results of its or their operations for the period or
    periods covered thereby. Since the date of such Balance Sheet and Statement
    of Income there has been no material adverse change in the financial or
    operating condition of Lessee or of its consolidated group;

    (b) Lessee agrees to furnish annually, within 90 days after the close of its
    fiscal year, and also at Lessor's request, a certificate of an authorized
    officer of Lessee stating that he has reviewed the activities of Lessee and
    that, to the best of his knowledge, there exists no default, as such term is
    defined in the Lease, and no event which, with the giving of notice or the
    lapse of time or both, would become such a default;

    (c) Lessee is a (corporation) (general partnership) (limited partnership),
    organized and validly existing and in good standing under the laws of the
    State of New York, with full power and capacity to enter into the Lease, all
    documents relative to the purchase of the Equipment and any other documents
    required to be delivered in connection with the Lease (said Lease, purchase
    documents and other documents being hereinafter called "Documents") and is
    duly qualified to do business wherever necessary to carry on its present
    business, but particularly in all states where leased Equipment is to be
    located;

    (d) The Documents have been duly authorized, executed and delivered by
    Lessee and constitute valid, legal and binding agreements, enforceable in
    accordance with their terms, except to the extent that the enforcement of
    remedies therein provided may be limited under applicable bankruptcy and
    insolvency laws;

    (e) No approval, consent or withholding of objections is required from any
    federal, state or local governmental authority or instrumentality with
    respect to the entry into or performance by Lessee of the Documents except
    such as have already been obtained; 

    (f) The entry into and performance by Lessee of the Documents will not:
    (i)violate any judgment, order, (law or regulation applicable to Lessee or
    any provision of Lessee's Certificate of Incorporation of Bylaws (if a
    corporation) or partnership agreement (if a partnership) or limited
    partnership certificate lit a limited partnership!; or (ii)result in any
    breach of, constitute a default under or result in the creation of any lien,
    charge, security interest or other encumbrance upon any Item of Equipment
    pursuant to any indenture, mortgage, deed of trust, bank loan or credit
    agreement of other Instrument (other than the Lease or any purchase money
    security interest retained by a Supplier)to which Lessee is a party;
<PAGE>

    (g) There are no suits or proceedings pending or threatened in court or
    before any regulatory commission, board or other administrative governmental
    agency against or affecting Lessee, which will have a material adverse
    effect on the ability of Lessee to fulfill its obligations under the Lease;

    (h) The Equipment accepted under the Certificate of Acceptance executed
    pursuant to the Lease is tangible personal property and, when subjected to
    use by Lessee, will not be or become fixtures under applicable laws; all
    landlords and holders of liens with respect to premises where Equipment is
    to be located have executed waivers, originals of which have been delivered
    to Lessor herewith, and any landlord or mortgagee waiver executed in
    connection with the Equipment is valid and enforceable against the person
    executing the same and is sufficient to protect Lessor's interest in the
    Equipment from any claim against the Equipment by said person. The Equipment
    accepted under the Certificate of Acceptance is new and unused on the date
    title thereto is acquired by Lessor;

    (i) The representations, warranties and covenants of Lessee contained in the
    Lease are true and correct on the date hereof and there exists this day no
    default or event with which notice or time or both would be a default under
    the Lease;

    (j) Attached hereto is a full, true and complete copy of resolutions (if a
    corporation) or other appropriate action (if a partnership)authorizing
    Lessee to enter into the Lease, duly adopted or taken by the Board of
    Directors of Lessee (if a corporation)or the general partners of Lessee (if
    a partnership) at a meeting called and held on April 20, 1995 at which a
    quorum was present and acting throughout, or (if a partnership) pursuant to
    the terms of the partnership agreement, and said resolutions or other
    actions have not been amended or rescinded and are in full force and effect
    on the date hereof. 


    KLEINERT'S INC. OF NEW YORK

 
    By: /s/ Gerald E. Monigle
        ---------------------       

    Title: Treasurer
           ---------

    Date: November 29, 1995
          ------------------
<PAGE>



    Meridian Leasing

    If KLEINERT'S INC. OF NEW YORK is exempt from state sales/rental tax, please
    return a copy of the Tars 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: 23-2746614
                             -----------
<PAGE>

Meridian Leasing                                      SALE AND LEASEBACK
                                                       MASTER LEASE # 01678
                                                          SCHEDULE #001


                              MERIDIAN LEASING INC.
                                  BILL OF SALE

    FOR VALUE RECEIVED, KLEINERT'S INC. OF NEW YORK, a New York corporation
(herein called "Seller") does hereby sell, transfer and convey to Meridian
Leasing Inc. (hereinafter called "Buyer") all of Seller's right, title and
interest in the following Equipment:

    See Schedule A attached hereto and forming a part hereof.



    Seller hereby represents and warrants to Buyer and Seller hereby conveys to
Buyer good and marketable title to the Equipment free and clear of all liens and
encumbrances whatsoever except such liens and encumbrances as Buyer shall itself
create and the leasehold interest of Seller, Seller shall warrant and defend
good title consistent herewith in Buyer and Seller's obligation shall survive
the delivery of this Bill of Sale.

    In witness whereof, Seller has executed this Bill of Sale.

                                                KLEINERT'S INC. OF NEW YORK

                                                By:  /s/ Gerald E. Monigle
                                                     ---------------------

                                                Title:  Treasurer
                                                        ---------

                                                Dated:  November 29, 1995
                                                        -----------------
<PAGE>
                                                 
Master Lease #01678 
Schedule #001, dated

                               PAY PROCEEDS LETTER

KLEINERT'S INC. OF NEW YORK hereby irrevocably directs Meridian Leasing Inc.
to pay the proceeds of the above lease as follows:

            VENDOR                ADDRESS                       PAYMENT
      Kleinert's Inc.             120 W. Germantown Pike        $144,040.56
                                  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. Of NEW YORK
                                                 Signed:  /s/ Gerald E. Monigle
                                                          ---------------------

                                                 Title:  Treasurer
                                                         ----------------------
 
                                                 Date:   November 29, 1995
                                                         ----------------------
<PAGE>

Meridian Leasing

                                                        Description of Equipment
                                                      Master Lease Schedule #001


                              Meridian Leasing Inc.

                        Rider #1 Description of Equipment

                                           Schedule dated November 29, 1995
                                                          -----------------
Master Lease Agreement No. 01678

   Number of      Model of Serial
   Units          Equipment Numbers       Location                Supplier
   -----------------------------------------------------------------------

See Schedule A attached hereto and forming a part hereof. 

                                          112 W. 34th Street      Cadtex
                                          Suite 1711
                                          New York, NY 10120      SBM

                                  Total Lessor's Cost $144,040.56
                                                      -----------



        MERIDIAN LEASING INC.                       KLEINERT'S INC. OF NEW YORK

        By:                                         By:  /s/ Gerald E. Monigle
                                                          ---------------------
        Edward R. Bruner
        Title: President                            Title:  Treasurer
                                                             ---------

        Date:                                       Date:  November  29, 1995
                                                           -------------------
<PAGE>

                                   SCHEDULE A
                                   ----------

All equipment as acquired under lease to KLEINERT'S INC. OF NEW YORK pursuant to
Master Lease #01678, Schedule #001, dated ____, between MERIDIAN LEASING INC.
(Lessor) and KLEINERT'S INC. OF NEW YORK (Lessee).

QUANTITY        DESCRIPTION                                          S/N
--------        -----------                                          --- 
Four (4)        PV High Resolution Workstations including:
                Pentium 100 CPU, 256K Cache, 32MB
                RAM, Middle tower case w/250 W PS+
                extra fan, 1 GB hard drive, High
                resolution Graphics Card w/6 MB
                V + D RAM, One 1.44 MB 3.5" floppy
                drive, Multi I/O Card w/ 1 parallel/
                2 serial ports, Network Card and cable,
                One Keyboard and mouse, WACOM UD 12"
                x 12" Professional Tablet w/cordless
                four button cursor and pressure pen,
                NEC XP 17 17" color monitor
One (1)         Hayes Optima External Modem
One (1)         4xCD ROM Drive
One (1)         File Server including:
                486DX/66 Mhz CPU, 256 K Cache, 16MB RAM
                9" Monochrome VGA Monitor and card
                Middle tower case with 250 w PS +
                extra fan, 2 GB hard Drive, SCSI
                controller, One 1.44 MB 3.5" floppy
                drive, Multi I/O card w/ 1 parallel/
                2 serial ports, Network Card and Cable,
                9 port Ethernet Hub, keyboard and mouse,
                Digital Data Storage 2 GB Tape
                Backup Drive
 One (1)        Network Parallel Printing Unit including:
                486DX/66 Mhz CPU, 256k CACHE , 16 MB
                RAM, 9" Monochrome VGA Monitor and
                Card, Middle tower case with 250 W PS +
                 extra fan, 340 MB Hard Drive, Adaptec
                 1542 SCSI Controller with FDD Control,
                 One 1.44 MB 3. 5 " floppy drive, Multi
                 I/O card w/ 1 parallel/ 2 serial ports,
                Network card and cable, keyboard & mouse
One (1)      Canon CJ-10 Printer, Scanner and copier
                with 16 MB IPU computer interface
One (1)      Canon IPU-10 with 24 MB computer interface
One (1)      Epson ES600 Scanner
One (1)      SBM Prostation Pentium 100
One (1)      SBM Upgrade to 1GB Hard Drive
One (1)      Sony 4x Internal w/tray, IDE CD-ROM
One (1)      SBM Upgrade to 20" Display
<PAGE>

Schedule A
 Page 2

 Thirty-six     RG58 Cable for Thin EtherNet
 One (1)        SBM 1 yr Extended
 One (1)        Adobe Aldus PageMaker 5.0, 3.5"
 One (1)        Adobe Photoshop v3.0 Single
                Documentation, Win
 One (1)        Adobe Illustrator v4.0 Single
                Documentation, Win
 One (1)        On-site System Setup Workstation

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

     MERIDIAN LEASING INC.          KLEINERT'S INC. OF NEW YORK

     By:                            By:  /s/ Gerald E. Monigle
                                       -----------------------

    Title:                          Title:  Treasurer
                                            ---------

    Date:                           Date:  November 29, 1995
                                           -----------------