EXHIBIT 10.56<PAGE>
                            CHASE EQUIPMENT LEASING, INC.                      
One Chase Square
Rochester, New York 14643
MASTER LEASE AGREEMENT
This Master Lease Agreement ("Agreement") is made as of
December 4, 1996, between CHASE EQUIPMENT LEASING, INC.,
having its principal place of business at One Chase Square,
Rochester, New York 14643 ("Lessor") and STAFF BUILDERS,
INC. , a Corporation Partnership Proprietorship having its
principal place of business at 1983 Marcus Avenue, Lake
Success, NY  11042 ("Lessee").
1.     LEASE:  Subject to the terms and conditions contained
    herein, Lessor hereby leases to Lessee and Lessee shall
    lease from Lessor, various items of personal property
    (collectively the "Equipment" or individually an "Item")
    described in one or more Equipment Schedules to be
    executed substantially in the form attached hereto.  The
    terms "Equipment" and "Item" include, as applicable, any
    associated software systems and programming.  Each
    Equipment Schedule incorporates the terms and conditions
    of this Agreement, and shall constitute a separate,
    distinct and independent lease and contractual
    relationship between Lessor and Lessee.  The term "Lease"
    shall mean the applicable Equipment Schedule which
    incorporates the terms and conditions of this Agreement. 
    The term "Subsidiary" means any corporation, the majority
    of the shares of voting stock of which at any time
    outstanding is, owned directly or indirectly by Lessee or
    by one or more of its other subsidiaries or by Lessee in
    conjunction with one or more of its other subsidiaries. 
    By execution of this Agreement, the parties hereto agree
    to the terms and conditions pursuant to which Equipment
    may be leased from time to time by Lessor to Lessee.

2.     TERMS AND RENTAL PAYMENTS:  The term of this Agreement
    shall commence on the date set forth above and shall
    continue in effect thereafter so long as any Lease
    remains in effect.  The term of each Equipment Schedule
    as to all or any Item of Equipment designated on any
    Equipment Schedule shall commence on the date on which
    the Lessee executes a Certificate of Acceptance for such
    Equipment (the "Acceptance Date") and shall continue for
    a period ending that number of months from the date the
    first periodic rental payment is due as specified on the
    applicable Equipment Schedule.

    Rent shall be specified and payable in accordance with
    the terms as set forth in the Equipment Schedule.  All
    payments shall be made at the office of Lessor at One
    Chase Square, Rochester, New York 14643 or as otherwise
    directed by Lessor in writing.
    If Lessee fails to pay any periodic rent payment or other
    sum to be paid to Lessor after ten days of the due date,
    then Lessee shall pay a late charge of five cents per
    dollar on, and in addition to, the amount of such payment
    but not exceeding the maximum amount, if any, permitted
    by law ("Late Charge").

3.     NET LEASE:  This Lease is a net lease.  Lessee's
    obligation to pay all rent and any other amounts due
    hereunder shall be absolute and unconditional and, except
    as expressly provided, shall not be subject to any
    abatement, deferment, reduction, defense, counterclaim,
    set-off, or recoupment, including, but not limited to,
    for example, (i) any existing or future claims of
    whatever kind or nature against Lessor or the
    manufacturer(s) or supplier(s) of the Equipment or (ii)
    termination of Lessee's right of possession and/or the
    taking of possession of the Equipment thereof by or
    through Lessor in accordance with this Lease.  Except as
    expressly provided herein, this Lease shall not terminate
    for any reason, including, but not limited to, any defect
    in the Equipment or Lessor's title thereto or any
    destruction or loss of use of any Item of Equipment.

4.     LOCATION AND USE OF EQUIPMENT:  Lessee shall be solely
    responsible to install the Equipment or have it
    installed, to inspect the Equipment during installation,
    upon completion of installation to test the Equipment and
    to accept it pursuant to the terms of this Lease.  The
    full risk of loss arising out of or in connection with
    delays, partial performance or nonperformance by
    supplier(s) shall be on Lessee, and Lessor shall not be
    liable for specific performance of this Lease or for
    damages if, for any reason, any supplier delays or fails
    to fill or improperly fills an order.  

    During the term of this Lease, the Equipment shall be
    located at the address specified in the Equipment
    Schedule and shall not be removed from that address
    without the prior written consent of Lessor.  Lessee
    covenants and warrants that during the period that any
    Equipment is leased to Lessee, or its successors or
    assigns, the Equipment will at all times be used and
    operated in compliance with the laws of the jurisdictions
    in which it is located, and in compliance with all acts,
    rules, regulations, and orders of any commission, board
    or other legislative, administrative, or judicial body or
    officer having power to regulate or supervise the use or
    operation of the Equipment.  Lessee shall not install or
    use the Equipment in such manner or in such circumstances
    that any part of the Equipment is deemed to be an
    accession to other personal property or deemed to be real
    property or a fixture thereon.

5.     ERRORS IN ESTIMATED COST:  As used herein, "Total Cost"
    means the cost to Lessor of purchasing and delivering the
    Equipment to Lessee, including taxes and transportation
    and other charges.  The amount of each rental payment set
    forth on the Equipment Schedule is based on the Total
    Cost initially set forth which is an estimate, and each
    shall be adjusted proportionally if the actual cost of
    the Equipment differs from said estimate.  Lessee hereby
    authorizes Lessor to correct the figures set forth on the
    Equipment Schedule(s) when the actual cost is known, and
    to add to the amount of each rental payment any sales,
    use or other tax that may be imposed on or measured by
    rental payments. If the actual cost of the Equipment
    differs from the estimated cost by more than ten percent
    (10%) however, either party at its option may terminate
    the Lease with respect to the Equipment as to subsequent
    obligations by giving written notice to the other party
    within fifteen (15) days after receiving notice of the
    actual cost or the corrected rentals and Lessee shall
    reimburse and indemnify Lessor for any existing
    obligation and/or expenses incurred by Lessor such as but
    not limited to, open purchase orders and progress
    payments made to supplier(s).

6.     INSPECTION:  Lessee shall, whenever requested, advise
    Lessor of the exact location and condition of the
    Equipment and shall give Lessor immediate notice of any
    attachment or other judicial processes, liens or
    encumbrances affecting the Equipment and indemnify and
    save Lessor harmless from any loss or damage caused
    thereby.  Lessor may for the purpose of inspection, at
    all reasonable business hours, enter any building or
    place where the Equipment is located. Lessor shall be
    entitled to review Lessee's maintenance records relating
    to the Equipment.

7.     PRESERVATION OF LESSEE'S EXISTENCE AND BUSINESS:
    (a)       Lessee will preserve and keep in full force and
    effect Lessee's existence, rights, licenses and
    franchises and those of any Subsidiaries, necessary and
    material to Lessee's and Subsidiaries' operations taken
    as a whole.
    (b)       Lessee will not make or permit to be made any
    material change in the character of Lessee's business or
    operations.

8.     FINANCIAL INFORMATION AND REPORTING:  
    (a)  Lessee shall annually, within ninety (90) days after
    the close of Lessee's fiscal year, furnish to Lessor,
    financial statements of Lessee (including a balance sheet
    as of the close of such year and statements of income,
    changes in financial condition and shareholder's equity
    for such year) prepared in accordance with generally
    accepted accounting principles and certified by Lessee's
    independent public accountants.  Lessee shall also
    provide quarterly financial statements of Lessee
    similarly prepared for each of the first three quarters
    of each fiscal year, which shall be certified (subject to
    normal year-end adjustments) by Lessee's chief financial
    officer and furnished to Lessor within sixty (60) days
    following the end of the quarter.  
    (b)       Lessee will furnish Lessor with any and all
    information regarding Lessee's business, condition or
    operations, financial or otherwise which Lessee furnishes
    to any other creditor.  This information shall be
    furnished to Lessor at the same time it is furnished to
    that creditor, provided Lessor will execute a
    Confidentiality Agreement if requested by Lessee.
    (c)       Within three business days after a request, Lessee
    will furnish Lessor with such further public information
    regarding Lessee's business, condition, property, assets
    or operations, financial or otherwise, as Lessor may from
    time to time reasonably request, all prepared in form and
    detail.
    (d)       Lessee will at all times maintain true and
    complete records and books of account including, without
    limiting  the generality of the foregoing, appropriate
    reserves for possible losses and liabilities, all in
    accordance with generally accepted accounting principles
    consistently applied.
    (e)       Lessee shall permit, and cause any Subsidiary to
    permit, representatives of Lessor (i) to visit and
    inspect any of the properties of Lessee or any Subsidiary
    (ii) to examine its or their corporate or partnership
    books and records, (iii) to make extracts or copies of
    such books and records, and (iv) to discuss its or their
    affairs, finances and accounts with its or their officers
    or partners, as applicable.  The foregoing may be done at
    any time within regular business hours, upon reasonable
    notice to Lessee.
    (f)       Lessee will promptly notify Lessor in writing of
    the commencement of any litigation to which Lessee or any
    of its affiliates may be a party (except for litigation
    in which Lessee's (or the affiliate's) contingent
    liability is fully covered by insurance) which, if
    decided adversely to Lessee would adversely affect or
    impair the title of Lessor to the Equipment or which, if
    decided adversely to Lessee would materially adversely
    affect the business operations or financial condition of
    Lessee, taken as a whole.  In addition, Lessee will
    immediately notify Lessor, in writing, of any judgment
    against Lessee if such judgment would have the effect
    described in the preceding sentence. 

9.     PAYMENT OF TAXES, DEBTS AND OBLIGATIONS:
    (a)       Lessee shall pay all taxes, assessments, fees,
    charges, penalties and fines imposed upon the Equipment
    and/or arising out of the lease, use, possession or
    operation thereof and whether levied or assessed against
    Lessee or against Lessor.  All taxes, fees and similar
    charges imposed on the ownership, possession or use of
    the Equipment during the term of this Lease shall be paid
    by Lessee.  In case of failure of Lessee to pay said
    taxes, fees and similar charges, Lessor may pay the same,
    and the amount thereof shall be payable by Lessee as
    additional rent with the next rental payment.
    (b)       Except with respect to amounts not material (in
    the good faith determination of Lessor) to Lessee taken
    as a whole, Lessee will cause to be paid and discharged
    all its obligations when due and all lawful taxes,
    assessments and governmental charges or levies imposed
    upon Lessee or any Subsidiary, or upon any property,
    real, personal or mixed, belonging to Lessee or any
    Subsidiaries, or upon any part thereof, before the same
    shall become in default, as well as all lawful claims for
    labor, materials and supplies which, if unpaid, might
    become a lien or charge upon the property or any part of
    it.  Notwithstanding the previous sentence, neither
    Lessee nor any Subsidiary shall be required to cause to
    be paid and discharged any obligation, tax, assessment,
    charge, levy or claim so long as its validity is
    contested in the normal course of business and in good
    faith by appropriate and timely proceedings and Lessee or
    any Subsidiary, as the case may be, sets aside on its
    books adequate reserves with respect to each tax,
    assessment, charge, levy or claim so contested, nor shall
    Lessee nor any Subsidiary be required to pay or discharge
    any trade Indebtedness which is not past its stated due
    date by more than thirty (30) days.

10.    MAINTENANCE: Lessee will cause the Equipment to be kept
    in good working order, repair and maintenance and will
    make all necessary adjustments and repairs to the
    Equipment.  Any parts installed or replacements made by
    Lessee to any Item pursuant to Lessee's obligation to
    maintain the Equipment shall be considered accessions and
    title thereto shall immediately vest in Lessor.  Each
    manufacturer or service organization is hereby authorized
    to accept the directions of Lessee with respect thereto. 
    Lessee shall allow the manufacturer(s) or service
    organization full and free access to the Equipment. All
    maintenance and service charges, whether under a
    maintenance agreement or otherwise, shall be borne by
    Lessee, including the expenses, if any, of a
    manufacturer's or service organization's customer
    engineer charged in connection with maintenance and
    repair services. Lessee covenants that the Equipment will
    at all times be used and operated in accordance with each
    manufacturer's instructions and in compliance with any
    restriction contained in each manufacturer's warranties
    regarding the Equipment.

11.    ALTERATIONS AND ATTACHMENTS:  Except with respect to
    any addition less than $1,000, upon prior written notice
    to Lessor, Lessee may, at its own expense, make
    alterations in or add attachments to the Equipment
    provided any alteration or attachment shall not interfere
    with the normal operation of the Equipment.  The
    manufacturer may incorporate engineering changes or make
    temporary alterations to the Equipment upon request by
    Lessee.  All such alterations and attachments, unless
    Lessor shall otherwise agree in writing, shall be removed
    by Lessee and the Equipment restored to its original
    condition, reasonable wear and tear excepted, upon
    termination of this Lease.  If the alteration or
    attachment interferes with the normal and satisfactory
    operation or maintenance of the Equipment in a manner as
    to increase the cost of maintenance of the Equipment, or
    create a safety hazard, Lessee shall promptly remove the
    alteration or attachment and restore the Equipment to its
    normal condition.

12.    INSURANCE; NOTICE OF ACCIDENT:
    (a)       At its sole expense, Lessee shall secure and
    maintain in full force and effect throughout the term of
    all Equipment Schedules and any extensions or renewals
    thereof, insurance against all risks including, but not
    limited to, theft, damage, or destruction of the
    Equipment in an amount equal to the aggregate Total Cost
    of all Equipment Schedules written in the broadest form
    available on usual commercial terms and with carriers
    acceptable to Lessor.  Lessee shall also maintain public
    liability insurance satisfactory to Lessor and with at
    least the minimum limits as set forth in the Equipment
    Schedule.
    (b)       Upon execution of the Certificate of Acceptance,
    Lessee shall deliver the policy or policies or duplicates
    or certificates thereof, to Lessor. Lessee shall maintain
    a loss payable endorsement on all such policies in favor
    of Lessor and its successors and assigns and shall afford
    to Lessor and its successors and assigns such additional
    protection as Lessor and its successors and assigns shall
    reasonably require.  All such insurance policies shall
    name Lessor, its successors and assigns, as additional
    insureds and expressly provide that any obligations
    imposed upon the insureds (including, without limitation,
    the obligation to pay premiums) shall be the obligation
    solely of Lessee and not the obligations of Lessor, its
    successors and assigns.  Each policy shall expressly
    provide that (1) the insurance as to Lessor and its
    successors and assigns shall not be invalidated by any
    act, omission or neglect of Lessee, (2) the same may not
    be cancelled, modified or allowed to lapse (for failure
    to renew or otherwise) without at least thirty (30) days
    prior written notice to Lessor or its successors and
    assigns, and (3) the insurance shall be primary, without
    right or contribution of any other insurance carried by
    or on behalf of Lessor with respect to its interests.

    In the event that any policies insuring against liability
    risks described above shall now or hereafter provide
    coverage on a "claims made" basis, Lessee shall continue
    to maintain such policies in effect for a period of not
    less than three years after the expiration of the Lease
    term of any Equipment Schedule.
    (c)       Lessor and its successors and assigns may apply
    the proceeds of insurance to replace or repair the
    Equipment and/or to satisfy Lessee's obligations
    hereunder, as determined in Lessor's sole discretion.  If
    Lessee fails to pay when due any insurance premium for
    any policy written hereunder, then Lessor may make such
    premium payment and add the amount thereof to the next
    rent payment, and such premium amounts shall become rent. 
    Lessee appoints Lessor as Lessee's attorney-in-fact to
    make any claim for, to receive payment for and to execute
    and endorse any documents, checks or other instruments in
    payment for loss, theft or damage under any such
    insurance policy.  Lessor shall be under no duty to
    ascertain the existence of any insurance coverage or to
    examine any certificate of insurance or other evidence of
    insurance coverage or to advise Lessee in the event the
    insurance coverage does not comply with the requirements
    of this Agreement.  Lessee will promptly notify the
    appropriate insurer, Lessor and any assignee, of an
    accident or occurrence which may become the basis of a
    claim against the insured.  In connection with any claim
    against Lessor and/or Lessee arising out of the
    ownership, operation, maintenance and use of the
    Equipment, Lessee agrees to cooperate with Lessor in
    defending against such claims, including making Lessee's
    employees available to Lessor without charge.
    (d)       Lessee will maintain, and cause any Subsidiaries
    to maintain, insurance from duly licensed and responsible
    insurers on all property of Lessee and any Subsidiaries
    to its full insurable value, except to the extent limited
    by applicable insurance law.  This insurance shall be
    against risks of fire and all other risks as fall within
    "extended coverage" as that term is generally understood
    in the insurance industry.  Lessee shall also maintain,
    and cause any Subsidiaries to maintain, additional
    insurance in such amounts and against such risks,
    including, without limitation, product liability,
    personal injury, property damage, and workers'
    compensation, as is usually carried by owners of similar
    businesses of similar size and profits or as Lessor may
    reasonably require. 

13.    INDEMNIFICATION:  To the fullest extent permitted by
    law, Lessor, its officers, employees, agents, successors
    and assigns, shall not be liable to Lessee for, and
    Lessee shall indemnify and hold Lessor, its officers,
    employees, agents, successors and assigns, harmless with
    respect to any third-party from any liability (including
    liability for Lessee negligence), claim, loss, damage or
    expense (including litigation expense) of any kind or
    nature arising out of this Lease, or the transactions
    contemplated in this Lease, including, but not limited
    to: (a) the inadequacy of any Item of Equipment for any
    purpose; (b) any deficiency or defect in any Item of
    Equipment;  the use or performance or maintenance of any
    Item of Equipment; (d) any interruption or loss of
    service, use or performance of any Item of Equipment; or
    (e) any loss of business or other consequential damage
    whether or not resulting from any of the foregoing.  IN
    PARTICULAR, LESSOR AND ITS SUCCESSORS AND ASSIGNS SHALL
    NOT BE LIABLE FOR INJURIES TO PERSONS OR DAMAGE TO ANY
    ITEM OF EQUIPMENT OR OTHER PROPERTY UNDER ANY THEORY OF
    STRICT LIABILITY, AND LESSEE SHALL INDEMNIFY AND SAVE
    LESSOR AND ITS SUCCESSORS AND ASSIGNS HARMLESS FROM ANY
    SUCH LIABILITY AND ALL COSTS AND EXPENSES IN DEFENDING
    THE SAME.  This obligation to indemnify shall apply from
    the date of the execution of the Equipment Schedule out
    of which the claim arises, notwithstanding that the lease
    term may not have commenced.  All of Lessor's and its
    successors' and assigns' rights under this section shall
    survive the termination of this Lease.  However, Lessee
    shall not be required to indemnify Lessor or its
    successors or assigns for claims arising from events
    which occur after the Equipment has been redelivered to
    Lessor, its successors or assigns.

14.    RISK OF LOSS:
    (a)       Lessee hereby assumes and shall bear the entire
    risk of loss, theft, damage and destruction of the
    Equipment, whether partial or complete, from any cause
    whatsoever.  No loss, theft, damage or destruction of
    Equipment shall relieve Lessee of the obligation to pay
    rent or any other obligation of this Lease, and, except
    as provided below, this Lease shall remain in full force
    and effect.  Lessee shall promptly notify Lessor in
    writing of any such loss, theft, damage or destruction of
    the Equipment. Lessor shall not be liable to Lessee for
    any loss, damage or expense of any kind or nature, caused
    directly or indirectly by any Item of Equipment or by the
    use, maintenance, repair, failure, destruction or damage
    of any Equipment.
    (b)       In the event of damage of any kind whatsoever to
    the Equipment (unless the same is damaged beyond repair),
    Lessee, shall at Lessee's expense (i) place the same in
    good repair, condition and working order, or (ii) replace
    the same with like Equipment of the same or a later
    model, and in good repair, condition and working order
    and provide Lessor good and valid title thereto.
    (c)       In the event that the Equipment is lost, stolen,
    destroyed or damaged beyond repair (any such event is
    referred to as an "Event of Loss"), Lessee, shall (i) at
    Lessee's expense replace the same with like Equipment of
    the same or a later model, in good repair, condition and
    working order and provide Lessor good and valid title
    thereto or (ii) pay to Lessor an amount equal to the
    unpaid balance of the rent and any other sums then due or
    past due, plus the Stipulated Loss Value attributable to
    the Equipment (as set forth on Attachment 1 to the
    Equipment Schedule) calculated on the rental payment date
    immediately preceding the date of the loss (this option
    (ii) shall only be applicable if a Stipulated Loss Value
    table is referenced in the Equipment Schedule), or (iii)
    pay to Lessor an amount equal to the unpaid balance of
    the rent and any other sums then due, plus the balance of
    any remaining rents (discounted at the rate of six (6)
    percent per annum) attributable to the Equipment during
    the term and extension thereof, if any, of this Lease. 
    Upon such payment Lessee's obligation to pay further rent
    for such Equipment shall cease, and Lessee thereupon
    shall become entitled to the Equipment paid for "as-is-
    where-is", without recourse or warranty, express or
    implied, with respect to any matter whatsoever.
    (d)       To the extent of Lessee's expense actually
    incurred to repair or replace the Equipment or of
    Lessee's payment to Lessor for the loss, theft, damage or
    destruction of any Item of Equipment, Lessee shall then
    be entitled to receive from Lessor any insurance or
    recovery received by Lessor in connection with such loss,
    theft, damage or destruction, and any amount of insurance
    or recovery received by Lessor in excess of Lessee's
    expenses actually incurred or paid to Lessor shall belong
    to Lessee.  Lessor shall not be obligated to deliver to
    Lessee any insurance or recovery received by Lessor in
    connection with any loss, theft, damage or destruction
    until Lessee has provided Lessor with such documents as
    Lessor shall deem necessary or desirable for purposes of
    evidencing that the Equipment has been repaired or
    replaced in accordance with this Section 14.

15.    OWNERSHIP OF EQUIPMENT:  The Equipment shall at all
    times remain personal property, and title thereto shall
    remain solely in Lessor.  The Equipment may be removed by
    Lessor at any time after termination of this Lease. 
    Lessee shall affix tags, decals or plates to the
    Equipment indicating Lessor's ownership, which type of
    tag, decal or plate and location may be specified by
    Lessor, and Lessee shall not permit their removal or
    concealment.  Lessee shall cause each Item of Equipment
    to be kept numbered with the serial number specified in
    the Certificate of Acceptance.  Lessee shall, at its own
    expense, protect and defend Lessor's title in the
    Equipment against all claims and liens of Lessee's
    creditors and keep the Equipment free and clear of all
    claims, liens and encumbrances except those resulting
    from the agreements or acts of Lessor.  At Lessor's
    request Lessee shall obtain and record such instruments
    and take such steps as may be necessary to prevent any
    entity from acquiring any rights in the Equipment by
    reason of the Equipment being claimed as or deemed as
    real property.

    In the event this Agreement or any Equipment Schedule
    thereto shall be adjudged or determined not to be a
    Lease, then Lessor's retention of title to the Equipment
    shall be construed to be, and Lessee does hereby grant to
    Lessor, a security interest in the Equipment, insurance
    covering the Equipment and all of the proceeds of the
    foregoing.

16.    ASSIGNMENT:  Neither this Lease nor Lessee's rights
    hereunder shall be assignable in whole or in part by
    Lessee except with Lessor's prior written consent, and
    the provisions hereof shall bind any permitted successors
    and assigns of Lessee.  Lessor shall have the right to
    assign this Lease or any part thereof.  If Lessor assigns
    the rentals reserved herein or all or any of Lessor's
    other rights hereunder, or amounts equal thereto, the
    right of the Assignee to receive the rentals as well as
    any other right of the Assignee shall not be subject to
    any defense, setoff, counterclaim, or recoupment which
    may arise out of any breach or obligation of Lessor in
    connection herewith or by reason of any other
    indebtedness or liability at any time owing by Lessor to
    Lessee.  All rentals due hereunder shall be payable to
    the Assignee by Lessee whether or not this Lease is
    terminated by operation of law or otherwise, including
    without limitation, termination arising out of
    bankruptcy, reorganization or similar proceedings
    involving Lessor.  On receipt of notification of such
    assignment, Lessee, subject to its rights hereunder,
    shall become the pledgeholder of the Equipment for and on
    behalf of the Assignee and will relinquish possession
    thereof only to the Assignee or pursuant to its written
    order.  Lessee, on receiving notice of any such
    assignment, shall abide thereby and make payment as may
    therein be directed.  Following any such assignment the
    term "Lessor" shall be deemed to include or refer to
    Lessor's Assignee, provided that no such Assignee shall
    be deemed to assume any obligation or duty imposed upon
    Lessor hereunder, and Lessee shall look only to Lessor
    for performance thereof.
    Lessee is further directed that after assignment of a
    Lease only Assignee shall have the right or power to
    compromise, settle, extend or otherwise negotiate the
    terms of payment under that Lease.

17.    SECURITY INTEREST:  Where appropriate, Lessor shall
    file all necessary documents, including UCC financing
    statements, in connection with this Lease so as to
    perfect Lessor's security interest under the Lease. 
    Lessee shall execute and deliver to Lessor such documents
    (including UCC financing statements) as Lessor shall deem
    necessary or desirable for purposes of evidencing,
    protecting or recording the rights and interest of Lessor
    in the Equipment or this Lease and in furtherance of the
    performance of the terms and conditions of this Lease. 
    All reasonable expenses (including UCC search and filing
    fees) related thereto shall be paid by Lessee.  Lessee
    hereby irrevocably appoints Lessor as its lawful attorney
    and agent to execute UCC financing statements on Lessee's
    behalf and hereby authorizes Lessor to file, at Lessee's
    expense, such UCC financing statements in any appropriate
    public office.

18.    DISPOSITION:  In the event Lessee does not exercise the
    purchase option, contained in the Addendum, at the
    expiration or termination of this Lease by lapse of time,
    or otherwise, Lessee shall return the Equipment to Lessor
    or its designee at a location designated by Lessor within
    New York State, with transportation charges (including
    in-transit insurance), prepaid by Lessee, in the same
    condition as when received by Lessee, ordinary wear and
    tear alone excepted, and free of any lien created or
    suffered by Lessee.  To the extent the Lease does not
    terminate at the end of the Lease term thereof, or the
    Equipment is not returned to Lessor or its designee, and
    other rental amounts are not specified therein or
    mutually agreed to in writing, then the same amount of
    rent shall continue to be due and payable by Lessee until
    the Equipment is returned to Lessor or its designee. 
    Lessee shall remain responsible to maintain in full force
    and effect insurance in accordance with paragraph 12 of
    this Agreement.

19.    EVENTS OF DEFAULT AND LESSOR'S REMEDIES:
    (a)       Each of the following events shall constitute an
    event of default ("Event of Default") hereunder: (i)
    Lessee fails to pay any rent or other amount due
    hereunder within ten (10) days after the same is due and
    payable; or (ii) Lessee fails to perform any other
    obligation or observe any material condition of this
    Lease required to be performed or observed by Lessee; or
    (iii) any representation, warranty or statement made in
    writing to Lessor by Lessee (or any guarantor of Lessee's
    obligations under this Agreement) in connection with the
    transactions contemplated under this Lease shall have
    been false in any material respect on a consolidated
    basis when made; or (iv) Lessee attempts to sell,
    transfer, encumber, part with possession of, assign or
    sublet (except as expressly permitted by the provisions
    hereof) any Item of Equipment; or (v) Lessee fails to
    insure (pursuant to Section 12 hereof) any Item of
    Equipment; or (vi) Lessee fails to deliver and such
    failure continues for a period of (10) days to Lessor any
    documents reasonably required by Lessor under the Lease;
    or (vii) Lessee (or any guarantor of Lessee's obligations
    under this Agreement) is in default under any other
    agreement with Lessor or any of its affiliates; or (viii)
    Lessee ceases doing business as a going concern; or (ix)
    Lessee shall consolidate with or merge into any other
    entity, or convey, transfer or lease substantially all of
    its assets to any other entity; or (x) the corporate
    existence of Lessee shall terminate; or (xi) any of
    Lessee's issued and outstanding shares of capital stock
    are sold, assigned, pledged, transferred, exchanged in a
    corporate reorganization or otherwise disposed of or new
    shares of such stock are issued and such sale,
    assignment, pledge, transfer, exchange, issuance or other
    disposition results in vesting the "control" of such
    corporation in a person (or persons) not presently having
    control and not approved by Lessor in writing prior to
    such vesting (except for involuntary transfers of such
    stock by operation of law).  "Control" shall be deemed
    vested in the person or persons owning more than fifty
    percent (50%) of the number of issued and outstanding
    shares of such stock, however designated, or holding more
    than fifty percent (50%) of the voting power for the
    election of members of the Board of Directors of the
    Lessee;  or (xii) Lessee (a) incurs any accumulated
    funding deficiency within the meaning of the Employee
    Retirement Income Security Act of 1974, as amended from
    time to time and the regulations thereunder, equal to 5%
    of Consolidated Tangible Net Worth of Lessee or (b)
    incurs any liability of comparable size to the Pension
    Benefit Guaranty Corporation; or (xiv) Lessee is, or
    permits any subsidiary to be, in violation of any law or
    regulation, order, writ, injunction or decree of any
    court or governmental instrumentality or in breach of any
    agreement or instrument to which Lessee or any Subsidiary
    is subject or in default thereunder which is material to
    Lessee's operations when taken as a whole; or (xv) Lessee
    (or any guarantor of Lessee's obligations under this
    Agreement) applies for or consents to the appointment of
    a receiver, trustee, assignee, custodian or liquidator of
    its business or any substantial part of its property; or
    (xvi) Lessee (or any guarantor of Lessee's obligations
    under this Agreement) fails to pay its debts generally as
    they become due; or (xvii) Lessee (or any guarantor of
    Lessee's obligations under this Agreement) makes a
    general assignment for the benefit of creditors; or
    (xviii) Lessee (or any guarantor of Lessee's obligations
    under this Agreement) fails within sixty (60) days to
    lift any execution, garnishment or attachment of such
    consequences as will impair its ability to carry on its
    operations under this Lease; or (xix) Lessee (or any
    guarantor of Lessee's obligations under this Agreement)
    commences (as the debtor) a case in bankruptcy (including
    a petition for reorganization or arrangement) under the
    United States Bankruptcy Code or a proceeding under any
    state or federal insolvency law; or (xx) a case in
    bankruptcy or any other proceeding (including a petition
    for reorganization or arrangement) under the United
    States Bankruptcy Code or any case or proceeding under
    any other insolvency law shall be commenced against
    Lessee (or any guarantor of Lessee's obligations under
    this Agreement) (as the debtor) involuntarily or a decree
    or order for relief against Lessee (or any guarantor of
    Lessee's obligations under this Agreement) (as the
    debtor) shall be entered in any court of competent
    jurisdiction, and such case, proceeding or decree or
    order is not dismissed within forty (40) days after such
    commencement or entry, or Lessee (or any guarantor of
    Lessee's obligations under this agreement) shall consent
    to or admit the material allegations against it in any
    such case or proceeding; or (xxi) a trustee, assignee,
    receiver, custodian or agent (however named) is appointed
    or authorized to take charge of any substantial part of
    Lessee's (or any guarantor of Lessee's obligations under
    this Agreement) property.
    (b)       Upon the occurrence of any Event of Default,
    Lessor may declare the Lessee in default.  At its option,
    Lessor may declare a default in all Leases and any other
    agreement between Lessor, or any affiliate of Lessor, and
    Lessee except as specifically exempted therefrom by
    Lessor in such declaration.  In the case of an Event of
    Default, Lessor or its agents shall have the right, at
    their option, to exercise any or all of the rights and
    remedies available to a secured party under the Uniform
    Commercial Code and, in addition, to do any or all of the
    following: (i) to declare immediately due and payable
    without notice or demand to Lessee an amount equal to the
    balance of unpaid rent and any other sums then due plus
    the balance of the rent and any other sums to become due
    (discounted at the rate of four (4) percent per annum)
    during the term and extension thereof, if any, of this
    Lease; and/or (ii) to sue for and recover from Lessee an
    amount equal to the unpaid balance of rent and any other
    sums then due plus the balance of rents and any other
    sums to become due (discounted at the rate of four (4)
    percent per annum) during the term and extension thereof,
    if any, of this Lease (hereinafter "Unpaid Rent"); and/or
    (iii) to take possession of any or all Item(s) of
    Equipment without demand or notice wherever the same may
    be located without any court order or other process of
    law, provided that Lessor will allow Lessee to safeguard
    its data.  Upon taking possession of any or all Item(s)
    of Equipment, Lessor at its option may (i) lease the
    repossessed Equipment to any third party on such terms
    and conditions as Lessor may determine, or (ii) sell the
    Equipment or any part thereof at public auction or at
    private sale.  In the event Lessor re-lets the
    repossessed Equipment, then Lessor shall credit against
    the Unpaid Rent the present value of the aggregate of the
    rent to be received from the re-lease during the
    remaining term of the applicable Equipment Schedules
    (discounted at a rate equal to the sum of the prime
    interest rate in effect at The Chase Manhattan Bank, on
    the date such re-lease is entered into plus 2%).  In the
    event Lessor sells the repossessed Equipment, then Lessor
    shall credit all amounts received from the sale, less
    expenses incurred in connection therewith, to the Unpaid
    Rent due. Lessee hereby agrees to peaceably deliver the
    Equipment to Lessor upon demand after an Event of Default
    is declared by Lessor; Lessee waives any and all damages
    occasioned by such taking possession.  Any such taking of
    possession shall not constitute a termination of this
    Lease and shall not relieve Lessee of its original
    obligation hereunder unless Lessor expressly so notifies
    Lessee in writing.
    (c)       Should any proceeding be instituted by Lessor to
    recover any monies due and/or to become due hereunder
    and/or for the possession of the Equipment, Lessee shall
    pay a reasonable sum as attorney's fees and collection
    agency fees, court costs and repossession expenses.

    The exercise, or the beginning of exercise by the Lessor
    of any one or more of such remedies described above shall
    not constitute the exclusive election of such remedies
    and shall not preclude the simultaneous or later exercise
    by Lessor of any or all of such other remedies.

20.    LESSEE'S AND LESSOR'S WARRANTIES:  (a)  Lessee hereby
    warrants and represents to Lessor, its successors and
    assigns that: (i) Lessee's execution and performance of
    this Lease has been duly authorized by all necessary
    corporate action and is not now and will not be in
    conflict with Lessee's charter or by-laws, or with any
    indenture, contract or agreement by which it is bound, or
    with any statute, judgment, decree, rule or regulation
    binding upon it; (ii) no consent or approval of any
    trustee or holder of any indebtedness or obligation of
    Lessee, and no consent or approval of any governmental
    authority, is necessary for Lessee's execution or
    performance of this Lease; (iii) there is no litigation
    or other proceeding pending, or to the best of the
    Lessee's knowledge, threatened against or affecting
    Lessee which, if decided adversely to Lessee would
    adversely affect or impair the title of Lessor to the
    Equipment or which, if decided adversely to Lessee would
    materially adversely affect the business operations or
    financial condition of Lessee; (iv) all balance sheets,
    statements of profit and loss and other financial data
    that have been delivered to Lessor with respect to Lessee
    are complete and correct in all material respects, fairly
    present the financial condition of the Lessee on the
    dates for which, and the results of its operations for
    the periods for which, the same have been furnished and
    have been prepared in accordance with generally accepted
    accounting principles consistently applied; (v) there has
    been no material adverse change in the condition of
    Lessee, financial or otherwise, since the date of the
    most recent financial statements delivered to Lessor;
    (vi) this Lease is valid and binding and enforceable
    against Lessee in accordance with its terms, subject to
    enforcement limitations imposed by rules of equity or by
    bankruptcy or similar laws.  Upon Lessor's request,
    Lessee shall submit to Lessor an opinion of Lessee's
    counsel that the above warranties and representations are
    true.
    (b)       Lessor hereby warrants and represents to Lessee,
    its successors and assigns that: (i) Lessor's execution
    and performance of this Lease has been duly authorized by
    all necessary corporate action and is not now and will
    not be in conflict with Lessor's charter and by-laws, or
    with any indenture, contract or agreement by which it is
    bound, or with any statute, judgment, decree, rule or
    regulation binding upon it; (ii) no consent or approval
    of any trustee or holder of any indebtedness or
    obligation of Lessor, and no consent or approval of any
    governmental authority, is necessary for Lessor's
    execution or performance of this Lease; and (iii) this
    Lease is valid and binding and enforceable against Lessor
    in accordance with its terms, subject to enforcement
    limitations imposed by rules of equity or by bankruptcy
    or similar laws.

21.    JOINT AND SEVERAL LIABILITY; AUTHORITY TO SIGN;
    SUBSIDIARIES; PURCHASE OF EQUIPMENT:  If more than one
    party executes this Lease as Lessee, each such party
    shall be jointly and severally bound by the terms and
    provisions of this Lease.  Any person who signs as an
    officer or agent for a corporation, partnership or other
    entity warrants that he has authority from such
    corporation, partnership or other entity to enter into
    this Lease on its behalf.  Each Item of Equipment
    delivered pursuant to this Lease by Lessor to a
    Subsidiary of Lessee or to any entity or person
    designated by Lessee, whether at the request of Lessee or
    such Subsidiary, entity or person shall be Equipment for
    all purposes of this Lease, and Lessee shall be and
    remain primarily liable for its obligations under this
    Lease with respect to such Equipment.  Lessor shall not
    be obligated to purchase and deliver any Item of
    Equipment unless Lessor has executed an Equipment
    Schedule covering the Equipment. 

22.    MODIFICATION:  No change, modification, or alteration
    of, and no additions to, the terms of this Lease shall be
    effective or binding on Lessor unless the same is in
    writing and signed by Lessor (except if the Lease term is
    automatically extended per Section 18 hereof).  In the
    event of conflict between the terms of this Lease and the
    Equipment Schedule, the Equipment Schedule shall govern.

23.    NOTICES:
    (a)       Lessee will immediately notify Lessor in writing
    with full details if (i) any event occurs or any
    condition exists which constitutes, or which but for a
    requirement of lapse of time or notice or both would
    constitute, an Event of Default under Part 19, or which
    might materially and adversely affect the financial
    condition or operations of Lessee or of any Subsidiary or
    (ii) any representation or warranty made in the Master
    Lease Agreement or in any writing related to it may for
    any reason cease in any material respect to be true and
    complete.
    (b)       All notices relating to this Lease, shall be in
    writing and shall be deemed given when delivered or when
    deposited in the U.S. mail, certified, postage prepaid
    and addressed with the full name and address of the
    appropriate party set forth above, or to such other
    address as may have been furnished by written notice from
    the party to whom notice is sent.

24.    TIME OF ESSENCE; ENTIRE AGREEMENT; WAIVER; SURVIVAL OF
    TERMS:  Time is of the essence of this Lease.  This Lease
    constitutes the entire agreement between the parties and
    shall be binding upon the parties and their respective
    successors or assigns, and shall only be amended by a
    written instrument signed by Lessor and Lessee.  Any
    waiver of the performance of any of the terms, conditions
    or covenants hereof by either party shall not be
    construed as thereafter waiving any such terms,
    conditions or covenants, but the same shall remain in
    full force and effect, as if no such waiver has occurred. 
    Lessee's obligations and liabilities under this Lease
    shall not be affected by the expiration or earlier
    termination of this Lease.

25.    APPLICABLE LAW:  This Lease shall be governed by and in
    accordance with the laws of the State of New York.  At
    Lessor's option, any action or proceeding relating
    directly or indirectly to this Lease shall be tried in a
    court of competent jurisdiction located in the State of
    New York.  Lessee hereby consents to jurisdiction of any
    court of competent jurisdiction chosen by Lessor.  This
    Lease shall be deemed to have been made in the State of
    New York, regardless of the order in which it was
    executed.

26.    HEADINGS:  The headings of each numbered paragraph are
    for reference only and constitute no part of this Lease.

27.    ACKNOWLEDGEMENTS AND WARRANTIES:  Lessee acknowledges
    that it has selected both (a) the Equipment and (b) the
    manufacturer and/or supplier from whom Lessor is to
    purchase it.  LESSOR MAKES NO WARRANTY, EXPRESS OR
    IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE
    CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR
    FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSEE,
    LESSOR LEASES THE EQUIPMENT AS IS.  NO DEFECT OR
    UNFITNESS OF THE EQUIPMENT SHALL RELIEVE LESSEE OF THE
    OBLIGATION TO PAY RENT OR OF ANY OTHER OBLIGATION UNDER
    THIS LEASE.  LESSOR WARRANTS TO LESSEE THAT, SO LONG AS
    NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
    LESSOR WILL NOT INTERFERE WITH THE LESSEE'S USE AND
    POSSESSION OF THE EQUIPMENT.

    If the Equipment is unsatisfactory for any reason, Lessee
    shall make any claim on account thereof solely against
    the manufacturer or supplier.  Lessor hereby agrees to
    assign to Lessee, solely for the purpose of making and
    prosecuting any such claim, all of the rights which
    Lessor has against such manufacturer or supplier for
    breach of warranty or other representation respecting the
    Equipment to the extent the same are assignable.
28.    LESSOR'S RIGHT TO CURE:  Upon Lessee's failure to
    perform any of its duties under a Lease, Lessor may, but
    shall not be obligated to, perform any or all such
    duties, and Lessee shall pay an amount equal to the
    expenses thereof to Lessor forthwith upon demand by
    Lessor.  No such performance of any or all such duties by
    Lessor shall be deemed to cure any Event of Default of
    Lessee. 

29.    ADDITIONAL ASSURANCES:  If Lessor shall request, Lessee
    shall execute and deliver to Lessor such documents as
    Lessor shall reasonably deem necessary or desirable.

    Lessee hereby authorizes Lessor to make corrections, if
    necessary, to the description of Equipment, quantities,
    model numbers, and/or serial numbers, on the Equipment
    Schedule, Certificate of Acceptance, UCC-1 financing
    statements covering the Equipment and all other related
    documents.  Lessor will provide Lessee with a copy of the
    corrected Equipment Schedule.

30.    MODIFICATIONS/ADDITIONAL PROVISIONS:  See attached
    Addendum, if there are any modifications or additions
    hereto.
_____________________________________________
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT
TO BE DULY EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN.
CHASE EQUIPMENT LEASING, INC.              LESSEE:            STAFF
                                                     BUILDERS, INC.

BY:   /s/ Daniel J. Quinlides                    BY:      /s/ Gary
Tighe

TITLE: 2nd Vice President                            TITLE: Sr. Vice
President,
                                                       Chief Financial
Officer


(REV.2/93)