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Full Legal Name                                 Phone Number
   Applied Theory Corporation                       516-466-8422/315-453-2912
Carrying on Business as (If Any)                Fax Number
                                                    315-461-8010
Billing Address                                 Send Invoice to Attention of:
   125 Elwood Davis Road, Syracuse, NY 13212        Peg Smallman

                              TERMS AND CONDITIONS

         This MASTER LEASE AGREEMENT ("Agreement") is dated as of September 8,
1999 and is by and between BNY Leasing Edge Corporation with offices located at
One Wall Street, New York, NY, its successors and assigns ("Lessor") and the
above referenced lessee ("Lessee"). The parties hereto for good and valuable
consideration and intending to be legally bound hereby agree as follows:

         1. LEASE OF EQUIPMENT. This Agreement establishes the general terms and
conditions under which Lessor may, from time to time, lease Equipment (as
hereinafter defined) to Lessee. The terms hereof shall be deemed to form a part
of each Master Lease Schedule ("Lease") executed by the parties which references
this Agreement. "Equipment" shall mean all items of equipment, software and
maintenance set out in any Lease. Lessee hereby requests Lessor to purchase the
Equipment from the supplier(s) thereof (hereinafter called "Vendor" and/or
"Manufacturer" as applicable) and to lease the Equipment to Lessee on the terms
and conditions contained herein. Each Lease shall constitute a separate lease
agreement incorporating all the terms hereof. In the event of a conflict between
the provisions of any Lease and the provisions hereof, the provisions of the
lease shall prevail.

         The amount of the lease payments on each Lease ("Lease Payments") is
based upon the estimated total cost of the Equipment on the applicable Lease.
The Lease Payments shall be adjusted proportionately upward or downward if the
actual total cost of the Equipment on the applicable Lease exceeds or is less
than the estimate and Lessee authorizes Lessor to adjust the Lease Payments by
up to fifteen percent (15%) in that event.

         Unless Lessor has provided Lessee with a written commitment to the
contrary, Lessee authorizes Lessor to adjust the Lease Payment on each Lease to
increase or decrease the implicit rate of the Lease Payment to Lessor by an
amount equal to any increase or decrease in the rate of United States Treasury
Notes with a comparable term to the term of the Lease from the date the Lessor
quoted the Lease rate to the date lessor accepts the Lease.

         2. TERM AND RENT. This Agreement shall become effective upon its
acceptance and execution by Lessor, and shall remain effective at least until
the expiration of the term of the last Lease hereunder. Each Lease shall become
effective upon acceptance and execution by Lessor and shall be for the term
provided therein. The term of each Lease shall commence on the Commencement
Date, as defined in the Lease with an interim term and Base Term Commencement
Date as set forth therein and shall thereafter continue until all obligations of
Lessee under the Lease shall have been fully performed ("Lease Term"). Interim
Rent and Base Term Rent shall be due and payable as set forth in the Lease. All
payments made by or on behalf of Lessee hereunder shall be non-refundable.
LESSEE'S OBLIGATION TO PAY SUCH LEASE PAYMENTS SHALL BE ABSOLUTE AND
UNCONDITIONAL AND IS NOT SUBJECT TO ANY ABATEMENT SET-OFF, DEFENSE OR
COUNTER-CLAIM FOR ANY REASON WHATSOEVER. All payments hereunder shall be made to
lessor at its address specified above (or such other place as Lessor, in
writing, directs) without notice or demand therefor. If the term of a Lease is
extended, "Lease Term" shall be deemed to refer to all extensions thereof. All
provisions of this Agreement shall apply during any extended term except as may
be otherwise specifically provided in the Lease, or in any subsequent written
agreement of the parties.

         3. DELIVERY AND ACCEPTANCE. Delivery and installation arrangements and
costs, unless included in the cost of the Equipment to Lessor and upon which the
Lease Payments were computed, are the sole responsibility of Lessee. Lessee
agrees to accept the Equipment when delivered, installed and operating to
Manufacturer's specifications and to execute the Delivery and Acceptance
Certificate supplied by Lessor as evidence thereof. Lessee agrees to hold Lessor
harmless from specific performance of this Agreement and any Lease and from
damages, if for any reason, Vendor fails to deliver, or delays in delivery of
the Equipment so ordered or if the Equipment is unsatisfactory for any reason
whatsoever. Lessee agrees that any delay in delivery of the Equipment shall not
affect the validity of this Agreement, any Lease or the obligation to make Lease
Payments thereunder. Lessee's execution of the Delivery and Acceptance
Certificate shall conclusively establish that the Equipment covered thereby is
acceptable to Lessee for all purposes of the Lease related thereto.

         Lessee agrees to provide a suitable installment environment for the
Equipment as specified in the applicable Manufacturer's manual, if any, and
except as otherwise specified by Manufacturer, to furnish all labor required for
unpacking and placing each item of Equipment in the desired location. Without
limiting the generality of the foregoing, the foundation or floor on which the
Equipment is to be installed, shall be in accordance with the builder's
specifications and the power for the Equipment shall be in accordance with the
builder's specifications and the local electrical code.

         If Lessee has entered into any purchase, licensing or maintenance
agreements with Vendor and/or Manufacturer ("Acquisition Agreement") covering
the Equipment or any portion thereof, Lessee transfers and assigns to Lessor all
of Lessee's rights, but none of its obligations (except for Lessee's obligation
to pay for the Equipment upon Lessor's acceptance of the Lease) in and to the
Acquisition Agreement, including, without limitation, the right to take title to
the Equipment.

         If Lessee cancels or terminates a Lease prior to delivery of the
Equipment or if Lessee fails or refuses to sign the Delivery and Acceptance
Certificate within a reasonable time, not to exceed five (5) business days,
after the Equipment has been delivered, installed and is operating to
Manufacturer's specifications, Lessor shall have the option of treating the
Lease as cancelled by Lessee and Lessee shall automatically assume all of
Lessor's rights and obligations as purchaser of the Equipment, whether under an
Acquisition Agreement or otherwise.

         IT IS HEREBY AGREED THAT LESSOR IS NOT RESPONSIBLE FOR THE PERFORMANCE,
MAINTENANCE OR SERVICING OF THE EQUIPMENT AND LEASES SAME "AS-IS."

         4. SELECTION OF EQUIPMENT AND DISCLAIMER OF WARRANTY. Lessee has
selected both the Equipment and Vendor and/or Manufacturer from whom Lessor
covenants to purchase the Equipment at Lessee's request. LESSEE ACKNOWLEDGES
THAT LESSOR HAS NO EXPERTISE OR SPECIAL FAMILIARITY ABOUT OR WITH RESPECT TO THE
EQUIPMENT. LESSEE AGREES THAT THE EQUIPMENT LEASED HEREUNDER IS LEASED "AS-IS"
AND IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY LESSEE AND THAT LESSEE IS
SATISFIED THAT THE SAME IS SUITABLE FOR LESSEE'S PURPOSES AND THAT LESSOR HAS
MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY
OF SAID EQUIPMENT FOR THE PURPOSES AND USES OF LESSEE OR ANY OTHER
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING
THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
YEAR 2000 COMPLIANCE. LESSOR FURTHER DISCLAIMS ANY LIABILITY FOR LOSS, DAMAGE OR
INJURY TO LESSEE OR THIRD PARTIES AS A RESULT OF ANY DEFECTS, LATENT OR
OTHERWISE, IN THE EQUIPMENT WHETHER ARISING FROM THE APPLICATION OF THE LAWS OF
STRICT LIABILITY OR OTHERWISE. If the Equipment is not properly installed, does
not operate as represented or warranted by Vendor and/or Manufacturer, or is
unsatisfactory for any reason, Lessee shall make any claim on account thereof
solely against Vendor and/or Manufacturer and shall, nevertheless, pay Lessor
all Lease Payments under the Lease and shall not set off against Lessee's
obligations any such claims as a defense, counterclaim, set-off or otherwise. So
long as Lessee is not in breach or default of this Agreement or any Lease
hereunder, Lessor hereby assigns to Lessee, solely for the purpose of making and
prosecuting any such claim (solely in Lessee's name), any rights which lessor
may have against Vendor and/or Manufacturer for breach of warranty or other
representation respecting any item of the Equipment. All proceeds of any
warranty recovery by Lessee from Vendor and/or

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Manufacturer of any item of the Equipment shall first be used to repair or
replace the affected item.

         LESSEE ACKNOWLEDGES THAT NEITHER VENDOR NOR ANY SALESPERSON, EMPLOYEE,
REPRESENTATIVE OR AGENT OF VENDOR AND/OR MANUFACTURER IS AN AGENT OR
REPRESENTATIVE OF LESSOR, AND THAT NONE OF THE ABOVE IS AUTHORIZED TO WAIVE OR
ALTER ANY TERM, PROVISION OR CONDITION OF THIS AGREEMENT OR ANY LEASE HEREUNDER,
OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT, ANY LEASE
HEREUNDER OR THE EQUIPMENT LEASED HEREUNDER. Lessee further acknowledges and
agrees that Lessee in executing this Agreement and each Lease hereunder, has
relied solely upon the terms, provisions and conditions contained herein and
therein, and any other statements, warranties or representations, if any, by
Vendor and/or Manufacturer, or any salesperson, employee, representative or
agent of Vendor and/or Manufacturer, have not been relied upon, and shall not in
any way affect Lessee's obligation to make the Lease Payments and otherwise
perform as set forth in this Agreement and each Lease.

         REGARDLESS OF CAUSE, LESSEE WILL NOT ASSERT ANY CLAIM WHATSOEVER
AGAINST LESSOR FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES, NOR SHALL LESSOR BE RESPONSIBLE FOR ANY DAMAGES OR
COSTS WHICH MAY BE ASSESSED AGAINST LESSEE IN ANY ACTION FOR INFRINGEMENT OF ANY
UNITED STATES LETTERS PATENT OR COPYRIGHT. LESSOR MAKES NO WARRANTY AS TO THE
TREATMENT OF THIS AGREEMENT OR ANY LEASE HEREUNDER FOR TAX OR ACCOUNTING
PURPOSES.

         NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, LESSEE
DOES NOT WAIVE ANY RIGHTS OR REMEDIES IT MAY HAVE AGAINST VENDOR AND/OR
MANUFACTURER OF THE EQUIPMENT.

         5. TITLE, PERSONAL PROPERTY AND LOCATION. The Equipment is, and shall
at all times be and remain the sole and exclusive property of Lessor, and
Lessee, notwithstanding any trade-in or down payment made by Lessee or on its
behalf with respect to the Equipment, shall have no right, title or interest
therein or thereto, except as to the use thereof subject to the terms and
conditions of this Agreement and the related Lease hereunder. To the extent that
the license for the Software ("License") allows title to Software to pass to
Lessee, such title shall vest and remain in Lessor. To the extent such vesting
requires a specific written conveyance, Lessee hereby conveys to Lessor any
title it has or may hereafter acquire in the Software and relinquishes any
subsequent claim of title to the Software, including any rights to purchase the
Software and to retain rights to use the same beyond the Lease Term. If any
provision of this paragraph requires for its effectiveness Licensor's prior
written consent because the License limits transfers, encumbrance or assignment
of the Software, then Lessee shall assist Lessor, if so requested, in obtaining
such consent.

         Lessee will not directly or indirectly create, incur, assume or suffer
to exist any lien on or with respect to the Equipment or Lessor's title thereto,
except such liens as may arise through the independent acts or omissions of the
Lessor. Lessee, at its own expense, will promptly pay, satisfy or otherwise take
such actions as may be necessary to keep the Equipment free and clear of any and
all such liens. The Equipment is, and at all times shall remain, personal
property notwithstanding that the Equipment or any item thereof may now be, or
hereafter become, in any manner affixed or attached to, or imbedded in, or
permanently resting upon real property or any improvement thereof or attached in
any manner to what is permanent. If requested by Lessor prior to or at any time
during the Lease Term, Lessee will obtain and deliver to Lessor waivers of
interest or liens in recordable form, satisfactory to Lessor, from all persons
claiming any interest in the real property on which an item of the Equipment is
installed or located.

         The Equipment shall be kept at the address designated in each Lease and
shall not be removed therefrom without the prior written consent of the Lessor,
which consent shall not be unreasonably withheld.

         6. USE AND MAINTENANCE. Lessee shall use the Equipment solely in the
conduct of its business and in a careful and proper manner consistent with the
requirements of all applicable insurance policies shall only permit qualified
personnel to operate the Equipment and shall not discontinue the use of the
Equipment during the Lease Term. Lessee will not modify the Equipment in any way
without the prior written consent of Lessor, which consent shall not be
unreasonably withheld. Lessee shall not attach or incorporate the Equipment to
or in any other item of equipment or software in such a manner that the
Equipment becomes or may be deemed to have become an accession to or a part of
such other item of equipment or software.

         At its own expense, Lessee will cause the Equipment to be kept, used
and maintained as recommended by Manufacturer and Manufacturer's maintenance
manuals and plans by competent and duly qualified personnel only approved by
Manufacturer in accordance with applicable governmental regulations, if any, and
for business purposes only and in as good operating condition as when delivered
to Lessee hereunder, ordinary wear and tear resulting from proper use alone
excepted and will provide all maintenance and service and make all repairs or
replacements reasonably necessary for such purpose. Lessee shall record in a log
book all maintenance and repair performed on the Equipment and deliver the same
to Lessor from time to time as requested by Lessor and upon termination of the
Lease.

         If any parts or accessories forming part of the Equipment become worn
out, lost, destroyed, damaged beyond repair or otherwise permanently rendered
unfit for use, Lessee, at its own expense, shall within a reasonable time cause
such parts or accessories to be replaced by replacement parts or accessories
which are free and clear of all liens, encumbrances or rights of others and have
a utility at least equal to the parts or accessories replaced. All equipment,
software accessories, upgrades, parts and replacements for or which are added to
or become attached to the Equipment, which are essential to the operation of the
Equipment or which cannot be detached from the Equipment without materially
interfering with the operation of the Equipment or adversely affecting the value
and utility which the Equipment would have had without the addition thereof,
shall immediately become the property of Lessor, and shall be deemed
incorporated in the Equipment and subject to the items of this Agreement and the
related Lease as if originally leased hereunder. Lessee shall not make any
material alterations to the Equipment without the prior written consent of
Lessor, which consent shall not be unreasonably withheld.

         Upon reasonable advance notice, Lessor shall have the right to inspect
the Equipment, log book and all other maintenance records with respect thereto,
if any, at any reasonable time during normal business hours.

         In the event the Lease Payments include the cost of maintenance and/or
service being provided by Vendor and/or Manufacturer, Lessee acknowledges that
Lessor is not responsible for providing any required maintenance and/or service
for the Equipment. Lessee shall make all claims for service and/or maintenance
solely to Vendor and/or Manufacturer and Lessee's obligation to make all
required Lease Payments shall remain unconditional.

         7. ASSIGNMENT. LESSEE MAY NOT ASSIGN THIS AGREEMENT, ANY LEASE OR THE
RIGHTS HEREUNDER NOR SHALL THE LESSEE SUBLEASE OR LEND THE EQUIPMENT OR PERMIT
TO BE USED BY ANYONE OTHER THAN LESSEE'S EMPLOYEES WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. Lessor may
at any time assign all or part of any interest in this Agreement or any Lease
and in each item of the Equipment and monies to become due to Lessor hereunder;
and, Lessor may at any time grant security interests in the Equipment, subject
to Lessee's rights therein, in each case without notice to or consent of Lessee.
In such events, all the provisions of this Agreement or any Lease hereunder for
the benefit of Lessor shall inure to the benefit of and be exercised by or on
behalf of such assignee. The Lessor may, direct that all Lease Payments due and
to become due under this Agreement or any Lease hereunder and assigned by Lessor
shall be paid directly to assignee, upon notice of such assignment to Lessee.
The right of the assignee to the payment of the assigned Lease Payments, the
performance of all Lessee's obligations and to exercise any other of Lessor's
rights hereunder shall not be subject to any defense, counterclaim or set-off
which Lessee may have or assert against Lessor, and Lessee hereby agrees that it
will not assert any such defenses, set-offs, counterclaims and claims against
any assignee. No such assignment by Lessor shall relieve Lessor of its
obligations (unless consented to by Lessee (which consent shall not be
unreasonably

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withheld)), or limit or otherwise affect Lessee's rights and/or obligations
hereunder.

         8. RETURN OF EQUIPMENT STORAGE. Lessee shall, at is sole expense,
surrender the Equipment then subject to any Lease hereunder at the expiration or
earlier termination of the Lease Term by delivering the Equipment to Lessor at a
location accessible by common carrier and designated by Lessor within the
continental United States, or, if specified by Lessor, into the custody of a
carrier designated by Lessor. In the case of Software, Lessee shall destroy all
intangible items constituting such Software and shall deliver to Lessor all
tangible items constituting such Software. At Lessor's request, Lessee shall
also certify in a form acceptable to Lessor that: (i) Lessee has complied with
the Software return provisions, (ii) Lessee will not use the Software after the
expiration or earlier termination of the Lease Term; and (iii) Lessee shall
permit Lessor and/or the Vendor of the Software to inspect Lessee's locations to
verify compliance with the terms hereof.

         If the item of the Equipment is delivered into the custody of a
carrier, Lessee shall arrange for the shipping of the item and its insurance in
transit in accordance with Lessor's instructions and at Lessee's sole expense.
Lessee, at its sole expense, shall completely sever and disconnect the Equipment
from Lessee's property, all without liability of Lessor to Lessee, or to any
person claiming through or under Lessee, for damage or loss caused by such
severance and disconnection. Lessee, at its sole expense, shall pack or crate
the Equipment or its component parts carefully and in accordance with any
recommendations of Manufacturer with respect to similar new software and
equipment before surrendering the Equipment to Lessor. Lessee shall deliver to
Lessor the plans, specifications, operation manuals and other warranties and
documents furnished by Manufacturer or Vendor of the Equipment and such other
documents in Lessee's possession relating to the maintenance and methods of
operation of such Equipment.

         When the Equipment is surrendered to Lessor it shall be in the
condition and repair required to be maintained under this Agreement. It will
also be free of all evidence of advertising or insignia placed on it by Lessee
and meet all legal and regulatory conditions necessary for Lessor to sell or
lease it to a third party and be free of all liens. If Lessor reasonably
determines that the Equipment, once it is returned, is not in the condition
required hereby, Lessor may cause the repair, service, upgrade, modification or
overhaul the Equipment to achieve such condition and upon demand, Lessee shall
promptly reimburse Lessor for all amounts reasonably expended in connection with
the foregoing, provided Lessee has not exercised its purchase option as provided
under this Lease.

         Should Lessee not return the Equipment at the end of the Lease Term,
Lessee shall continue to make Lease Payments to Lessor in the sum equal to the
last Lease Payment and at the same intervals as set out in the Lease as a
month-to-month lease term (or other term as designated by Lessor) until returned
by Lessee or until returned upon demand therefor by Lessor. The acceptance of
said Lease Payments by Lessor shall not waive Lessor's right to have the
Equipment promptly returned to Lessor pursuant to the provisions hereof, nor
shall the acceptance of said Lease Payments be deemed to be an extension of the
Lease Term.

         Upon written request of Lessor, Lessee shall provide free storage for
any item of Equipment for a period not to exceed 60 days after expiration of its
Lease Term before returning it to Lessor. Lessee shall arrange for the insurance
described in Section 10 to continue in full force and effect with respect to
such item during its storage period and Lessor shall reimburse Lessee on demand
for the incremental premium cost of providing such insurance.

         9. LOSS OR DAMAGE. Lessee hereby assumes and shall bear the entire risk
of loss (including theft, requisition of use, erasure or inoperability) or
destruction of or damage to the Equipment from any and every cause whatsoever,
whether or not insured, until the Equipment is returned to Lessor. No such loss
or damage shall relieve Lessee from any obligation under this Agreement or any
Lease hereunder, which shall continue in full force and effect. In the event of
damage to or loss or destruction of the Equipment (or any part thereof), Lessee
shall promptly notify Lessor in writing of such fact and shall, at the option of
Lessor, (a) restore the same to good repair, condition and working order, (b)
replace the Equipment with like equipment in good repair, condition and working
order, acceptable to Lessor and transfer clear title to or a right to use, as
appropriate, such replacement Equipment to Lessor, whereupon such Equipment
shall be subject to the Lease and be deemed the Equipment for purposes hereof,
or (c) on the due date for the next Lease Payment or upon the expiration of the
Lease, whichever first occurs, pay to Lessor: (i) the stipulated loss value
therefor as may be specified in the Lease ("Stipulated Loss Value") plus all
Lease Payments then due, or (ii) if the Lease does not provide for Stipulated
Loss Value, the present value of the total of all unpaid Lease Payments for the
entire Lease Term plus the estimated fair market value of the Equipment at the
end of the originally scheduled Lease Term or the agreed upon purchase option
price, if any, all of which shall be discounted to the date of payment by Lessee
at an annual rate equal to the lesser of six percent (6%) or the rate then
available for United States Treasury obligations having an average life equal to
the remaining Lease Term ("Present Value Rate"), whereupon the Lease shall
terminate with respect thereto. All proceeds of insurance received by Lessor as
a result of such loss or damage shall, where applicable, be applied toward the
replacement or repair of the Equipment or the payment of the obligations of
Lessee hereunder.

         10. INSURANCE. Prior to the Lease Commencement Date, Lessee shall
obtain, maintain and keep the Equipment insured against all risks of loss or
damage from every cause whatsoever, including, without limitation, loss by fire,
theft, "mysterious disappearance", collision, earthquake, flood and such other
risks of loss as are customarily insured against on the type of Equipment leased
hereunder by businesses of the type in which Lessee is engaged, in an amount not
less than the replacement cost or Stipulated Loss Value of the Equipment,
whichever is greater, without deductible and without co-insurance. Lessee shall
maintain such insurance coverage for the entire Lease Term. Lessee shall also
obtain and maintain for the entire Lease Term, comprehensive public liability
insurance covering liability for bodily injury, including death, and property
damage resulting from the purchase, ownership, leasing, maintenance, use,
operation or return of the Equipment with a combined single limit of not less
than Two Million Dollars ($2,000,000.00) per occurrence. If Lessee is a doctor,
hospital or other health care provider, Lessee shall furnish Lessor with
evidence of sufficient professional liability insurance. All said insurance
shall be in a form and an amount and with companies reasonably satisfactory to
Lessor. Lessor, (including its successors or assigns,) shall be the sole named
loss payee with respect to insurance for damage to or loss of the Equipment and
shall be named as an additional insured on the public liability insurance.
Lessee shall pay all premiums for such insurance and shall deliver to Lessor the
original policy or policies of insurance, certificates of insurance, or other
evidence satisfactory to Lessor evidencing the insurance required thereby, along
with proof, satisfactory to Lessor, of the payment of the premiums for such
insurance policies. All insurance shall provide for at least sixty (60)' days
advance written notice to Lessor before any cancellation, expiration or material
modification thereof and also provide that no act or default of any person other
than Lessor, its agent or those claiming under Lessor, will affect Lessor's
right to recover under such policy or policies in case of loss. Lessee hereby
irrevocably appoints Lessor as Lessee's attorney-in-fact (which power shall be
deemed coupled with an interest) to make claim for, receive payment of, and
execute and endorse all documents, checks or drafts received in payment for loss
or damage under any such insurance policy in the name of Lessee. Unless Lessee
is in default, Lessee may with the prior written approval of Lessor, settle and
adjust all such claims. Lessee agrees if Lessee shall fail to procure, maintain,
and pay for such insurance. Lessor shall have the right, but not the obligation,
to obtain such insurance on behalf of and at the expense of Lessee. In the event
Lessor does obtain such insurance, Lessee agrees to pay all costs thereof with
the next Lease Payment or as specified by Lessor.

         11. WAIVER AND INDEMNITY. Lessee assumes and agrees to indemnify,
defend and keep harmless Lessor, its agents and employees, from and against any
and losses, damages, injuries, claims, demands and expenses, including legal,
consulting and expert expenses (other than such as may directly and proximately
result from the gross negligence or willful misconduct of Lessor, its agent or
employees), arising on account of the ordering (whether by Acquisition Agreement
or otherwise), acquisition, delivery, installation or rejection of the
Equipment, the possession, maintenance, use, condition (including, without
limitation, latent and other defects and whether or not discoverable by Lessor
or Lessee, any claim in tort for strict liability, and any claim for patent,
trademark or copyright

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infringement) or operation of any item of the Equipment, and by whomsoever used
or operated, during the Lease Term with respect to that item of the Equipment,
the loss, damage, destruction, environmental impact, removal, return, surrender,
sale or other disposition of the Equipment, or any item thereof. Lessor shall
give Lessee prompt notice of any claim or liability hereby indemnified against.
Lessee shall be entitled to control the defense thereof, so long as Lessee is
not in default hereunder; provided, however, that Lessor shall have the right
approve defense counsel selected by Lessee. The obligations contained in this
paragraph continue beyond the termination of the Lease if the liability occurred
during the Lease Term.

         12. TAX TREATMENT AND INDEMNIFICATION (a) Unless otherwise provided for
in the related Lease, it is acknowledged and agreed by the parties that they are
entering into this Agreement 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 the maximum federal income
tax rate applicable to corporations during the term hereof (which maximum
federal income tax rate shall remain constant during the term hereof).

         (b) Lessee acknowledges and agrees that each Lease 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 Lease Commencement Date
(as defined in each Lease); (ii) Lessor will not under the Internal Revenue Code
of 1965, 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 the cost of each item of
Equipment 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 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 any of any of the
assumptions or representations or warranties set forth in Subsections (a) of (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 or (4) any change in the Code occurring after the date
hereof, 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 the Equipment, (ii) be required to include in its
gross income any amount in respect to any alteration, modification or addition,
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 Lease Term (any such occurrence referred
to hereinafter a "Loss"), then at lessor's option either (x) the rent will, on
and after the next succeeding date for the payment thereof upon notice to Lessee
by 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 Lease Term (taking into account
the 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 such loss had not occurred, or (Y) in lieu of a rent
increase, 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 terms of the
Lease in respect of the Equipment to equal to 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 may cause such Loss, (2) the payment by
Lessor to the Internal Revenue Service of the tax increase 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 an Event of 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 herein and
all Lessor's rights and privileges herein will continue in full force and effect
notwithstanding the expiration or termination of the Lease.

         13.  EVENTS OF DEFAULT. The term "Event of Default" shall mean any one
or more of the following:

         (a) Lessee shall fail to make any Lease Payment, or any other payment,
as it becomes due and such failure is not cured within 10 days; or

         (b) Lessee shall fail to perform or observe any of the covenants set
forth in Paragraph 10; or

         (c) Lessee shall fall to perform or observe any other covenant,
condition or agreement to be performed or observed by it hereunder or in any Law
or any other agreement delivered in connection with any Lease and such failure
is not cured within 30 days after the date of notice thereof by Lessor to
lessee; or

         (d) Lessee or any Guarantor of Lessee's obligations hereunder
("Guarantor") shall enter into any transaction of merger or consolidation in
which it is not the surviving entity or sell, transfer, pledge or otherwise
dispose of all or substantially all of its assets ("Assets") unless the
surviving entity or the entity acquiring such Assets assumes all the duties and
obligations of Lessee hereunder or such Guarantor under its guaranty and which
merger consolidation, sale, transfer or disposition must be approved in writing
by Lessor; or

         (e) (i) Lessee or any Guarantor shall liquidate, dissolve or otherwise
cease to do business as a going concern or shall commence any action (A) for
relief under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, or (B) seeking appointment of a receiver, custodian or other similar
official for it or for its Assets or making a general assignment for the bereft
of its creditors; or (ii) there shall be commenced against lessee or any
Guarantor, any action (A) of a nature referred to in clause (i) which results in
the entry of an order for relief or any arch other relict and remains
undismissed or undischarged for a period 30 days, or (B) seeking attachment,
execution or similar process against its assets which results in the entry of an
order for any such relief which shall not be vacated or discharged within 30
days from the entry thereof; or (iii) Lessee or any Guarantor shall generally
not, or be unable to, pay its debts as they come due; or

         (f) Lessee or any Guarantor shall die or become incompetent. or

         (g) Any representation or warranty made by Lessee or any Guarantor, or
any financial or other statement Lessee or any Guarantor, furnished Lessor in
connection with this Agreement or any Lease hereunder shall prove at any time to
have been untrue or misleading in any material respect; or

         (h) Lessee or any Guarantor defaults on any indebtedness for borrowed
money, lease, or installment sale obligation, m each case when any applicable
grace period for such obligation has expired and the lender, lessor or creditor
has commenced to exorcise any remedy, but only if the indebtedness or other
obligation is in an amount equal to or in excess of $50,000; or

         (i) Lessor shall reasonably deem itself insecure as a result of a
material adverse change in Lessee's or any Guarantor's financial condition or
operations: or

         (j) Lessee shall default in its obligations under a License; or

         (k) The validity of this Agreement, any Lease or any guarantee thereof
or any other agreement delivered in connection with any Lease shall be contested
or declared null and void or Lessee or any Guarantor shall deny it has any
liability or obligation under or with respect to this Agreement. any

                                                                          4 of 7
<PAGE>   5
Lease or any guarantee thereof; or any other agreement delivered in connection
with any Lease; or

         (l) the financial condition of Lessee or any Guarantor shall change
such that in the judgment of Lessor, Lessor's risk is materially adversely
affected; or

         (m) any Guarantor shall fail to perform or observe any covenant, term
or condition of its Guaranty and such failure shall continue unremedied for a
period of 15 days after the date of notice thereof by Lessor to such Guarantor.

         14. REMEDIES. Upon the occurrence of any Event of Default, Lessor may
declare this Agreement or any Lease hereunder to be in default and exercise any
one or more of the following remedies:

         (a) Declare the entire unpaid balance of Lease Payments for the
unexpired term of the Lease hereunder immediately due and payable and similarly
accelerate the balances due under any other Leases between Lessor and Lessee
without notice or demand. (b) Sue for and recover all Lax Payments and other
movies due and to become due under the Lease or hereunder, plus the estimated
fair market value of the Equipment at the end of the originally scheduled Lease
Term or any agreed upon Purchase Option, all of which shall be discounted to the
date of default at the Present Value Rate (defined in Section 9 hereof), but
only to the extent permitted by law. (c) Charge Lessee interest on all monies
due Lessor at the rate of eighteen percent (18%) per annum from the date of
default until paid but in no event more than the maximum rate permitted by law;
(d) Charge Lessee a returned-check or non-sufficient funds charge ("NSF Charge")
to reimburse Lessor for the time and expense incurred with respect to each check
that is returned for any reason including non-sufficient or uncollected funds,
such NSF Charge is stipulated and liquidated at $25.00; (e) Require Lessee to
assemble all Equipment at Lessee's expense, at a place reasonably designated by
Lessor; (f) Remove any physical obstructions for removal of the Equipment from
the place where the Equipment is located and take possession of any or all items
of Equipment, without demand, or notice. wherever same may be located,
disconnecting and separating all such items of the Equipment from any other
property, with or without any court order or pre-taking hearing or other process
of law, it being understood that such remedy of repossession upon an Event of
Default is a basis for the financial accommodation reflected by this Agreement
or any Lease hereunder. Lessee hereby waives any and all damages occasioned by
such retaking except such damages as may be caused by Lessor's gross negligence
or willful misconduct. Lessor may, at its option, use, ship, store or repair any
or all items of the Equipment so removed and shall sell, lease or otherwise
dispose of any such Equipment at a private or public sale. Lessor may show the
Equipment and resell or lease the Equipment at Lessee's premises at reasonable
business hours without being required to remove the Equipment. In the event
Lessor disposes of the Equipment, Lessor shall give Lessee credit for any sums
received by Lessor from the sale or lease of the Equipment after deduction of
the expenses of sale or lease. The credit for any sums to be received by Lessor
from such lease during the remaining portion of the Lease Term shall be
discounted to the commencement date of such lease at an annual rate equal to the
implicit rate of interest of such lease. Lessee shall also be liable for and
shall pay to Lessor (i) all expenses incurred by Lessor in connection with the
enforcement of any of Lessor's remedies, including all expenses of repossessing,
storing, shipping, repairing and selling the Equipment, and (ii) Lessor's
reasonable attorney's fees and expenses. Lessor and Lessee acknowledge the
difficulty in establishing a value for the unexpired Lease Term and owing to
such difficulty agree that the provisions of this paragraph represent an agreed
measure of damages and are not to be deemed a forfeiture or penalty.

         In the case of Software, it is acknowledged and agreed that the
unauthorized use, disclosure or transfer of the Software could cause Lessor
incalculable and irreparable harm. Therefore, if Lessee is found to be using (in
whatever manner) any portion of the Software after the applicable Lease Term or
after an Event of Default and Lessor's written demand for Lessee to return the
Software or if the licensor of the Software terminates a License or Lessees
right to use the Software thereunder, then liquidated damages shall immediately
be payable to Lessor in an amount equal to two (2) times the license fees paid
or payable with respect to the Software being used.

         Whenever any payment is not made by Lessee when due hereunder, Lessee
agrees to pay to Lessor, not later than one month thereafter, an amount
calculated at the rate of five cents per one dollar for each such delayed
payment as compensation for Lessor's internal operating expenses arising as a
result of such delayed payment, but only to the extent permitted by law. Such
amount shall be payable in addition to all amounts payable by Lessee as a result
of the exercise of any of the remedies herein provided. All rights and remedies
of Lessor hereunder are cumulative, are in addition to any other rights and
remedies provided for by law, and may, to the extent permitted by law, be
exercised concurrently or separately. The exercise of any one right or remedy
shall not be deemed to be an election of such right or remedy or to preclude the
exercise of any other right or remedy. No failure on the part of Lessor to
exercise and no delay in exercising any right or remedy shall operate as a
waiver thereof or modify the terms of this Agreement or any Lease hereunder. A
waiver of default shall not be a waiver of any other or subsequent default,
Lessor's recovery hereunder shall in no event exceed the maximum recovery
permitted by law.

         15. LAWS, REGULATIONS AND TAXES. Lessee shall comply with all laws,
regulations and orders relating or pertaining to the Equipment, this Agreement
or any Lease hereunder and Lessee shall be responsible for, as and when due, and
shall indemnify and hold Lessor harmless from and against all present and future
taxes and other governmental charges, or any increases therein (including,
without limitation, sales, use, leasing and stamp taxes and license and
registration fees) and amounts in lieu of such taxes and charges and any
penalties or interest on any of the foregoing, imposed, levied upon, in
connection with, or as a result of the purchase, ownership, delivery, leasing,
possession or use of the Equipment, or based upon or measured by the Lease
Payments or receipt with respect to this Agreement or any Lease hereunder.
Lessee shall not, however, be obligated to pay any taxes on or measured by
Lessor's net income. Lessee authorizes Lessor to add to the amount of each Lease
Payment any sales, use or leasing tax that may be imposed on or measured by such
Lease Payment. Lessee shall pay Lessor on demand, as additional rent, the amount
of the personal property tax required to be paid by Lessor as owner of the
Equipment, plus reasonable costs incurred in collecting and administering any
taxes, assessments or fees and remitting them to the appropriate authorities and
interest thereon at the highest legal rate allowed, from the date due until
fully paid. In the event Lessee does not pay all sums specified above, Lessor
has the right, but not the obligation, to pay the same. If Lessor shall so pay
any of the aforementioned, then Lessee shall remit such amount with the next
Lease Payment plus Lessor's reasonable costs incurred in collecting and
administering any taxes, assessments or fees and remitting them to the
appropriate authorities.

         16. UCC FILINGS AND FINANCIAL STATEMENTS Lessee authorizes Lessor to
file one or more financing statement(s) with respect to the Equipment signed
only by Lessor where permitted by the Uniform Commercial Code or other
applicable law. Lessee hereby appoints Lessor as Lessee's attorney-in-fact
(which power shall be deemed coupled with an interest) to execute in the name of
the lessee, financing statements) on Lessee's behalf and to do all acts or
things in the name of Lessee or under any Lease thereunder which Lessor may deem
necessary to protect Lessor's title and interest hereunder or under any lease.
Lessor and Lessee further agree that a carbon, photographic or other
reproduction of this Agreement or any Lease hereunder may be filed as a
financing statement and shall be sufficient as a financing statement under the
Uniform Commercial Code or other applicable law. It is the intent of the parties
that this is a true lease, and the filing of a financing statement under the
Uniform Commercial Code or other applicable law shall not be construed as
evidence that any security interest was intended to be created, but only to give
public notice of Lessor's ownership of the Equipment. If this Agreement or any
Lease hereunder is deemed at any time to be one intended as security then Lessee
grants Lessor a security interest in the Equipment and the proceeds from the
sale, lease or other disposition of the Equipment. Lessee agrees to pay Lessor a
fee to reimburse Lessor for Lessor's expenses for the preparation and filing of
all such financing statements as Lessor may reasonably deem necessary and for
Lessor's other documentation costs.

         Lessee agrees to submit financial statements and, if its financial
statements are unaudited tax returns, within 90 days from the end of its fiscal
year and Lessee warrants to Lessor that all financial statements furnished and
to be furnished have been and will be prepared in accordance with generally
accepted accounting principles, are an accurate reflection of Lessee's financial
condition and that there has been no material adverse change in the financial

                                                                          5 of 7
<PAGE>   6
condition of Lessee or any Guarantor since the dates of preparation and
submission of the financial statements submitted to Lessor. Lessee agrees to
deliver to Lessor at any time or times hereafter such information or documents,
including, without limitation, certified resolutions, financial statements and
legal opinions. as Lessor may request.

         17. SECURITY DEPOSIT. Lessor shall retain any security deposit set
forth on each Lease as security for the performance by Lessee of its obligations
hereunder and under such Lease. Any security deposit so taken shall be
non-interest bearing. Lessor may, but shall not be obligated to, apply any
security deposit to cure any Event of Default hereunder in which event Lessee
shall promptly restore any amount so applied. If Lessee is not in default in any
of Lessee's obligations hereunder or under the Lease related to such deposit,
any security deposit will be returned to Lessee at the termination of the Lease
related thereto. Lessee hereby grants to Lessor a security interest in the cash
comprising the security deposit from time to time together with the proceeds
thereof to secure the prompt performance as and when due of all obligations of
Lessee hereunder.

         18. WARRANTY OF BUSINESS PURPOSE. Lessee hereby warrants and represents
that the Equipment will be used for business purposes, and not for personal,
family or household purposes. Lessee acknowledges that Lessor has relied upon
this representation in entering into this Agreement and each Lease hereunder.

         19. LESSEE REPRESENTATIONS AND WARRANTIES. Lessee hereby represents,
warrants and covenants to Lessor the following with respect to each Lease as of
the date lessee executes the Delivery and Acceptance Receipt related thereto:
(a) Lessee is organized and validly existing under the laws of the state of its
organization, with adequate power and capacity to enter into the Lease, all
documents related to the purchase of the Equipment and any other documents
required to be delivered in connection with the Lease or the Equipment
(hereinafter "Documents') and is duly qualified to do business wherever
necessary to carry on its present business, including all states where the
Equipment is to be located: (b) 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: (c) 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; (d) the entry into and performance by Lessee of its obligations under
the Documents will not (i) violate any judgment, order, law or regulation
applicable to Lessee 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 the Equipment pursuant to any indenture, mortgage,
deed of trust, bank loan or credit agreement or other instrument (other than the
Lease or any purchase money security interest retained by any supplier) to which
Lessee is a party: (e) 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; (f) 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 present 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 and
(g) 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 and (h) Lessee has conducted a review of its and its
significant vendors' computer systems to identify those areas that could be
affected by the Year 2000 issue and has developed and implemented a plan to
resolve the issue and make its operations Year 2000 compliant prior to January
1, 2000 and the Year 2000 issue and the costs of resolving such issue will not
materially adversely affect its financial condition, business or operations
prior to January 1, 2000. Year 2000 issue shall mean the failure of computer
systems to in any way utilize data and information due to the occurrence of the
Year 2000 or the inclusion of dates on or after January 1, 2000.

         20. JOINT AND SEVERAL. All obligations of Lessee, if more than one,
shall be joint and several.

         21. HEADINGS. All paragraph hearings are inserted for reference
purposes only and stall not affect the interpretation or meaning of this
Agreement or any Lease hereunder.

         22. FURTHER ASSURANCES. Lessee agrees to execute or obtain and deliver
to Lessor at Lessor's request such additional documents as Lessor may reasonably
deem necessary to protect Lessor's interest in the Equipment, this Agreement and
any Lease.

         23. NOTICE. Written notices to be given hereunder shall be deemed to
have been given when delivered personally or deposited in the United States
mails, postage prepaid, addressed to such party at its address set forth above
or at such other address as such party may have subsequently provided in
writing.

         24. SUPPLIER'S CONTRACT. Lessor and Lessee agree that this Agreement
and each Lease is a Finance Lease as that term is defined in Article 2A of the
Uniform Commercial Code. Lessee acknowledges that Lessor has apprised Lessee of
the identity of the Vendor, Lessor hereby notifies Lessee that Lessee may have
rights pursuant to the contract with the Vendor and/or Manufacturer and Lessee
may contact the supplier for a description of any rights or warranties that
Lessee may have under this contract.

         25. LESSEE'S WAIVERS. Lessee hereby waives am and all rights and
remedies granted Lease by Sections 508 through 522 of Article 2A of the Uniform
Commercial Code including, by way of example only end not as a limitation, the
right to repudiate any Lease and reject the Equipment; the right to cancel any
Lease; the right to invoke acceptance of the Equipment; the right to grant a
security interest in the Equipment in Lessee's possession and control for any
reason; the right to recover damages thereunder for any breach of warranty or
for any other reason deduct all or any part of the claimed damages resulting
from Lessor's default, if any, under any Lease; the right to accept partial
delivery of the Equipment; the right to "cover" by making any purchase or lease
of or contact to purchase or lease Equipment in substitution for those due from
Lessor; the right to recover any general, special, incidental or consequential
damage: for any reason whatsoever; and the right to specific performance,
replevin, detinue, sequestration, claim and delivery and the like for the
Equipment. The waivers contained herein shall not constitute a waiver by Losses
of any of its rights or remedies against Vendor and/or Manufacturer of the
Equipment.

         26. CHOICE OF LAW/JURISDICTION AND PROCESS. This Agreement and each
Lease hereunder, shall be deemed to have been made in Berwyn, Pennsylvania and,
except for local filing requirements and laws relating to conflict of laws shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania. Lessee hereby consents to and agree that personal jurisdiction
over losses and subject matter jurisdiction over the Equipment shall be with the
courts of the Commonwealth of Pennsylvania or the Federal District Court for the
Eastern District of Pennsylvania, solely at Lessor's option, with aspect to any
provision of this Agreement or any Lease hereunder. Lessee agrees that service
of process in any action or proceeding may be duly effected upon Lessee by
mailing such process via certified mail, return receipt requested.

         27. ENTIRE AGREEMENT, NON-WAIVER AND SEVERABILITY. This Agreement and
each Lease hereunder contain the entire agreement and understanding between
Lessee and Lessor relating to the subject matter of each Lease. No agreements or
understandings shall be binding on the parties hereto unless set forth in
writing and signed by the parties. Time is of the essence in this Agreement and
each Lease hereunder. No waives by Lessor of any breach or default shall
constitute a waiver of any additional or subsequent breach or default by Lessor
nor shall it be a waiver of any of Lessor's rights. Any provision of this
Agreement or any Lease

                                                                          6 of 7
<PAGE>   7
hereunder which for any reason may be held unenforceable in any one jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
unenforceability without invalidating the remaining provisions of this Agreement
or any Lease hereunder, and any such unenforceability in any one jurisdiction
shall not render such provision unenforceable in any other jurisdiction.

         28. WAIVER OF JURY TRIAL. EACH OF LESSOR AND LESSEE WAIVES AND AGREES
TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN LESSOR
AND LESSEE BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT,
ANY LEASE OR ANY TRANSACTION CONTEMPLATED HEREBY.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized representatives as of the date first above
written.

                          LESSEE SIGNATURE

                              SIGNATURE

You agree to all of the Terms and Conditions contained in this Agreement, and in
any attachments to same (all of which are included by reference) and become part
of this Agreement. You acknowledge to have read and agreed to all the Terms and
Conditions and understand that the Leases are non-cancelable for the full terms
show therein. This Agreement shall not be binding upon the Lessor or become
effective unless and until Lessor executes the Agreement.

/s/ Angelo A. Gencarelli III
---------------------------------------
Signature

10/4/99
---------------------------------------
Date

Angelo A. Gencarelli III
---------------------------------------
Print Name

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


AppliedTheory Corporation
---------------------------------------
For            Legal Name of Corporation, Partnership, Limited Liability Company

           (AGREEMENT MUST BE SIGNED BY AUTHORIZED
           OFFICER, PARTNER, MEMBER OR PROPRIETOR)

                               LESSOR

/s/ Andy Rosenberg             3/31/00
--------------------------------------
Lessor Signature                  Date

Andy Rosenberg
--------------------------------------
Print Name

Director of Operations
--------------------------------------
Title

--------------------------------------
For
BNY LEASING EDGE CORPORATION

--------------------------------------
Lease Number

--------------------------------------
Vendor ID Number

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