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                                                                   Exhibit 99(e)

                             MASTER LEASE AGREEMENT

      This MASTER LEASE AGREEMENT, dated as of the 21st day of November, 1995
("Lease Agreement"), is made at Boston, Massachusetts by and between FFE LEASING
TRUST NO. 95-01 ("Lessor"), a Massachusetts trust with its principal place of
business at 98 N. Washington St. Boston, MA 02114, and Conwell Corporation
("Lessee"), a Delaware corporation with its principal place of business at 1145
Empire Central, Dallas, Texas 75265.

      IN CONSIDERATION OF the mutual promises and covenants contained herein,
Lessor and Lessee hereby agree as follows:

      1. Property Leased. At the request of Lessee and subject to the terms and
conditions of this Lease Agreement, Lessor shall lease to Lessee and Lessee
shall lease from Lessor such personal property ("Equipment") as may be mutually
agreed upon by Lessor and Lessee. The Equipment shall be selected by or ordered
at the request of Lessee, identified in one or more equipment schedules
substantially in the form of Exhibit A attached hereto ("Equipment Schedule")
and accepted by Lessee in one or more certificates of acceptance ("Certificate
of Acceptance") in the form of Exhibit B attached hereto. Each Equipment
Schedule executed by Lessor and Lessee and each Certificate of Acceptance
executed by Lessee shall constitute a part of this Lease Agreement.

      2. Certain Definitions.

      2.1 The "Acquisition Cost" shall mean the total cost of the Equipment paid
by Lessor as set forth in the applicable Equipment Schedule.

      2.2 The "Commencement Date" shall mean the later of the following dates:
(i) the date on which the Equipment identified in the applicable Equipment
Schedule is accepted and placed in service by Lessee under this Lease Agreement
or (ii) the date the Lessor pays the Acquisition Cost to the Vendor(s) of the
Equipment, provided, however, that Lessee shall bear the risk of loss of the
Equipment and shall indemnify and hold Lessor harmless in the manner as set
forth in Section 9 below prior to the Commencement Date. Each Commencement Date
shall be evidenced by the Certificate of Acceptances applicable to such
Equipment Schedule.

      2.3 The "Rent Start Date" shall mean the Commencement Date.

      2.4 The "Monthly Rent" shall mean the amount set forth in the applicable
Equipment Schedule as Monthly Rent for the Equipment identified on such
Equipment Schedule.

      2.5 The "Daily Rent" shall mean one-thirtieth (1/30) of the Monthly Rent.

      2.6 The words "herein," "hereof," and "hereunder" shall refer to this
Lease Agreement as a whole and not to any particular section. All other
capitalized terms defined in this Lease Agreement shall have the meanings
assigned thereto.
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      3. Initial Term of Lesse; Payment of Rent.

      3.1 The term of lease for the Equipment ("Initial Term") shall begin on
the Commencement Date set forth in the applicable Certificate of Acceptance and
shall continue during and until the expiration of the number of full calendar
months set forth in the applicable Equipment Schedule, measured from the Rent
Start Date, subject, however, to the provisions of Section 12.1 below. The
Initial Term may not be canceled or terminated except as set forth in Section
10.2 below.

      3.2 At the expiration of the Initial Term, Lessor and Lessee may extend
the lease of the Equipment for any period not less than one year as they may
agree upon in writing ("Extended Term") at the then fair market rental value of
the Equipment, as determined in good faith by Lessor.

      3.3 Aggregate Daily Rent shall be due and payable by Lessee on the Rent
Start Date in an amount equal to the Daily Rent multiplied by the actual number
of days elapsed from, and including, the Commencement Date to, but excluding,
the Rent Start Date. The Monthly Rent shall be due and payable on the Rent Start
Date and, thereafter on the first day of each month of the Initial Term or any
Extended Term. All Daily Rents and Monthly Rents shall be paid to Lessor at its
office in P.O. Box 360178 Pittsburgh, PA 15251-6178.

      4. Acceptance of Equipment; Exclusion of Warranties.

      4.1 Lessee shall signify its acceptance of the Equipment identified in the
applicable Equipment Schedule by promptly executing and delivering to Lessor a
Certificate of Acceptance. Lessee acknowledges that its execution and delivery
of the Certificate of Acceptance shall conclusively establish, as between Lessor
and Lessee, that the Equipment has been inspected by Lessee, is in good repair
and working order, is of the design, manufacture and capacity selected by
Lessee, and is accepted by Lessee under this Lease Agreement.

      4.2 In the event the Equipment is ordered by Lessor from a manufacturer or
supplier at the request of Lessee, Lessor shall not be required to pay the
Acquisition Cost for such Equipment unless and until the applicable Certificate
of Acceptance has been received by Lessor. Lessee hereby agrees to indemnify,
defend and hold Lessor harmless from any liability to any manufacturer or
supplier arising from the failure of Lessee to lease any Equipment which is
ordered by Lessor at the request of Lessee or for which Lessor has assumed
Lessee's obligation to purchase.

      4.3 Lessor leases the Equipment to Lessee and Lessee leases the Equipment
from Lessor "AS IS" and "WITH ALL FAULTS." Lessee hereby acknowledges that (i)
Lessor is not a manufacturer, supplier or dealer of such Equipment nor an agent
thereof; and (ii) LESSOR HAS NOT MADE, DOES NOT MAKE, AND HEREBY DISCLAIMS ANY
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
EQUIPMENT INCLUDING, BUT NOT LIMITED TO, ITS DESIGN, CAPACITY, CONDITION,
MERCHANTABILITY, OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE. Lessee
further acknowledges that Lessor is not responsible for any repairs,
maintenance, service, latent or other defects in the Equipment or in the
operation thereof, or for compliance of


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any Equipment with requirements of any laws, ordinances, governmental rules or
regulations including, but not limited to, laws with respect to environmental
matters, patent, trademark, copyright or trade secret infringement, or for any
direct or consequential damages arising out of the use of or inability to use
the Equipment.

      4.4 Provided no Event of Default, as defined in Section 15 below, has
occurred and is continuing, Lessor agrees to cooperate with Lessee, at the sole
cost and expense of Lessee, in making any claim against a manufacturer or
supplier of the Equipment arising from a defect in such Equipment. At the
request of Lessee, Lessor shall assign to Lessee all warranties on the Equipment
available from any manufacturer or supplier to the full extent permitted by the
terms of such warranties and by applicable law.

      5. Ownership; Inspection; Maintenance and Use.

      5.1 The Equipment shall at all times be the sole and exclusive property of
Lessor. Any Equipment subject to titling and registration laws shall be titled
and registered by Lessee on behalf of and in the name of Lessor at the sole cost
and expense of Lessee. Lessee shall cooperate with and provide Lessor with any
information or documents necessary for titling and registration of the
Equipment. Upon the request of Lessor, Lessee shall execute any documents or
instruments which may be necessary or appropriate to confirm, to record or to
give notice of the ownership of the Equipment by Lessor including, but not
limited to, financing statements under the Uniform Commercial Code. Lessee, at
the request of Lessor, shall affix to the Equipment, in a conspicuous place, any
label, plaque or other insignia supplied by Lessor designating the ownership of
the Equipment by Lessor.

      5.2 The Equipment shall be located at the address specified in the
applicable Equipment Schedule and shall not be removed therefrom without the
prior written consent of Lessor. Lessor, its agents or employees shall have the
right to enter the premises of Lessee, upon reasonable notice and during normal
business hours, for the purpose of inspecting the Equipment.

      5.3 Lessee shall pay all costs, expenses, fees and charges whatsoever
incurred in connection with the use and operation of the Equipment. Lessee
shall, at all times and at its own expense, keep the Equipment in good repair
and working order, reasonable wear and tear excepted. Any maintenance contract
required by a manufacturer or supplier for the care and upkeep of the Equipment
shall be entered into by Lessee at its sole cost and expense. Lessee shall
permit the use and operation of the Equipment only by personnel authorized by
Lessee and shall comply with all laws, ordinances or governmental rules and
regulations relating to the use and operation of the Equipment.

      6. Alterations and Modifications. Lessee may make, or cause to be made on
its behalf, any improvement, modification or addition to the Equipment with the
prior written consent of Lessor, provided, however, that such improvement,
modification or addition is readily removable without causing damage to or
impairment of the functional effectiveness of the Equipment. To the extent that
such improvement, modification or addition is not so removable, it shall
immediately become the property of Lessor and thereupon shall be considered
Equipment for all purposes of this Lease Agreement.


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      7. Quiet Enjoyment; No Defense, Set-Off or Counterclaims.

      7.1 Provided no Event of Default, as defined in Section 15 below, has
occurred and is continuing, Lessee shall have the quiet enjoyment and use of the
Equipment in the ordinary course of its business during the Initial Term or any
Extended Term without interruption by Lessor or any person or entity claiming
through or under Lessor.

      7.2 Lessee acknowledges and agrees that ANY DAMAGE TO OR LOSS,
DESTRUCTION, OR UNFITNESS OF, OR DEFECT IN THE EQUIPMENT, OR THE INABILITY OF
LESSEE TO USE THE EQUIPMENT FOR ANY REASON WHATSOEVER, SHALL NOT (i) GIVE RISE
TO ANY DEFENSE, COUNTERCLAIM, OR RIGHT OF SET-OFF AGAINST LESSOR, OR (ii) PERMIT
ANY ABATEMENT OR RECOUPMENT OF, OR REDUCTION IN DAILY OR MONTHLY RENT, OR (iii)
RELIEVE LESSEE OF THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS LEASE AGREEMENT
INCLUDING, BUT NOT LIMITED TO, ITS OBLIGATION TO PAY THE FULL AMOUNT OF DAILY
RENT AND MONTHLY RENT, WHICH OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL, unless
and until this Lease Agreement is terminated with respect to such Equipment in
accordance with the provisions of Section 10.2 below. Any claim that Lessee may
have which arises from a defect in or deficiency of the Equipment shall be
brought solely against the manufacturer or supplier of the Equipment and Lessee
shall, notwithstanding any such claim, continue to pay Lessor all amounts due
and to become due under this Lease Agreement.

      8. Adverse Claims and Interests.

      8.1 Except for any liens, claims, mortgages, pledges, encumbrances or
security interests created by Lessor, Lessee shall keep the Equipment, at all
times, free and clear from all liens, claims, mortgages, pledges, encumbrances
and security interests and from all levies, seizures and attachments. Without
limitation of the covenants and obligations of Lessee set forth in the preceding
sentence, Lessee shall immediately notify Lessor in writing of the imposition of
any prohibited lien, claim, levy or attachment on or seizure of the Equipment at
which time Lessee shall provide Lessor with all relevant information in
connection therewith.

      8.2 Lessee agrees that the Equipment shall be and at all times shall
remain personal property. Accordingly, Lessee shall take such steps as may be
necessary to prevent any person from acquiring, having or retaining any rights
in or to the Equipment by reason of its being affixed or attached to real
property.

      9. Indemnities; Payment of Taxes.

      9.1 Lessee hereby agrees to indemnify, defend and hold harmless Lessor,
its agents, employees, successors and assigns from and against any and all
claims, actions, suits, proceedings, costs, expenses, damages and liabilities
whatsoever arising out of or in connection with the manufacture, ordering,
selection, specifications, availability, delivery, titling, registration,
rejection, installation, possession, maintenance, ownership, use, leasing,
operation or return of the Equipment including, but not limited to, any claim or
demand based upon any STRICT OR ABSOLUTE LIABILITY IN TORT and upon any
infringement or alleged


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infringement of any patent, trademark, trade secret, license, copyright or
otherwise. All costs and expenses incurred by Lessor in connection with any of
the foregoing including, but not limited to, reasonable legal fees, shall be
paid by Lessee on demand.

      9.2 Lessee hereby agrees to indemnify, defend and hold Lessor harmless
against all Federal, state and local taxes, assessments, licenses, withholdings,
levies, imposts, duties, assessments, excise taxes, registration fees and other
governmental fees and charges whatsoever, which are imposed, assessed or levied
on or with respect to the Equipment or its use or related in any way to this
Lease Agreement ("Tax Assessments"), except for taxes on or measured by the net
income of Lessor determined substantially in the same manner as under the
Internal Revenue Code of 1986, as amended. Lessee shall file all returns,
reports or other such documents required in connection with the Tax Assessments
and shall provide Lessor with copies thereof. If, under local law or custom,
Lessee is not authorized to make the filings required by a taxing authority,
Lessee shall notify Lessor in writing and Lessor shall thereupon file such
returns, reports or documents. Without limiting any of the foregoing, Lessee
shall indemnify, defend and hold Lessor harmless from all penalties, fines,
interest payments, claims and expenses including, but not limited to, reasonable
legal fees, arising from any failure of Lessee to comply with the requirements
of this Section 9.2.

      9.3 The obligations and indemnities of Lessee under this Section 9 for
events occurring or arising during the Initial Term or any Extended Term shall
continue in full force and effect, notwithstanding the expiration or other
termination of this Lease Agreement.

      10. Risk of Loss; Loss of Equipment.

      10.1 Lessee hereby assumes and shall bear the entire risk of loss for
theft, damage, seizure, condemnation, destruction or other injury whatsoever to
the Equipment from any and every cause whatsoever. Such risk of loss shall be
deemed to have been assumed by Lessee from and after such risk passes from the
manufacturer or supplier by agreement or pursuant to applicable law.

      10.2 In the event of any loss, seizure, condemnation or destruction of the
Equipment or damage to the Equipment which cannot be repaired by Lessee, Lessee
shall immediately notify Lessor in writing. Within thirty (30) days of such
notice, during which time Lessee shall continue to pay Monthly Rent, Lessee
shall, at the option of Lessor, either (i) replace the Equipment with equipment
of the same type and manufacture and in good repair, condition and working
order, and transfer title to such equipment to Lessor free and clear of all
liens, claims and encumbrances, whereupon such equipment shall be deemed
Equipment for all purposes of this Lease Agreement, or (ii) terminate this Lease
Agreement with respect to such Equipment by paying to Lessor the stipulated loss
value ("Stipulated Loss Value") as defined in Exhibit A, which is attached to
each Equipment Schedule, for the date, appearing on such Exhibit, which next
follows the date on which the Equipment is lost, seized, condemned, destroyed or
damaged ("Stipulated Loss Payment Date"). Upon payment of the Stipulated Loss
Value and any Monthly Rent or other sums due and owing by Lessee to Lessor, the
Lease Agreement shall terminate with respect to such Equipment and all right,
title and interest of Lessor in and to the Equipment shall vest in Lessee. Any
insurance proceeds or awards relating to the loss, seizure, condemnation or
destruction of or damage to the Equipment,


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which are paid directly to Lessor, shall either be credited or paid over by
Lessor to Lessee up to the amount of any Stipulated Loss Value, either payable
or paid by Lessee. Any insurance or condemnation proceeds received by Lessor
shall be credited to the obligation of Lessee under this Section 10.2 and the
remainder of such proceeds, if any, shall be paid to Lessee by Lessor in full
compensation for the loss of the leasehold interest in the Equipment by Lessee.

      10.3 Upon any replacement of or payment for the Equipment as provided in
Section 10.2 above, this Lease Agreement shall terminate only with respect to
the Equipment so replaced or paid for, and Lessor shall transfer to Lessee title
only to such Equipment "AS IS," "WITH ALL FAULTS," and WITH NO WARRANTIES
WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE.
Lessee shall pay any sales or use taxes due on such transfer.

      11. Insurance.

      11.1 Lessee shall keep the Equipment insured against all risks of loss or
damage from every cause whatsoever occurring during the Initial Term, or any
Extended Term for an amount not less than the higher of the full replacement
value of the Equipment or the aggregate of unpaid Daily Rent and Monthly Rent
for the balance of the Initial Term, or the Extended Term. Lessee shall also
carry public liability insurance, both personal injury and property damage,
covering the Equipment, and Lessee shall be liable for any deductible portions
of all required insurance.

      11.2 All insurance required under this Section 11 shall name Lessor as
additional insured and loss payee. Such insurance shall also be with such
insurers and shall be in such forms and amounts as are satisfactory to Lessor.
All applicable policies shall provide that no act, omission or breach of
warranty by Lessee shall give rise to any defense against payment of the
insurance proceeds to Lessor. Lessee shall pay the premiums for such insurance
and, at the request of Lessor, deliver to Lessor evidence satisfactory to Lessor
of such insurance coverage. In any event, Lessee shall provide Lessor with
endorsements upon the policies issued by the insurers which evidence the
existence of insurance coverage required by this Section 11 and by which the
insurers agree to give Lessor written notice at least twenty (20) days prior to
the effective date of any expiration, modification, reduction, termination or
cancellation of any such policies.

      11.3 The proceeds of insurance required under this Section 11 and payable
as a result of loss or damage to the Equipment shall be applied as set forth in
Section 10.2 above. Upon the occurrence of an Event of Default as defined in
Section 15 below, Lessee hereby irrevocably appoints Lessor as its
attorney-in-fact, which power shall be deemed coupled with an interest, to make
claim for, receive payment of, execute and endorse all documents, checks or
drafts received in payment for loss or damage under any insurance policies
required by this Section 11.

      11.4 Notwithstanding anything herein, Lessor shall not be under any duty
to examine any evidence of insurance furnished hereunder, or to ascertain the
existence of any


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policy or coverage, or to advise Lessee of any failure to comply with the
provisions of this Section 11.

      12. Surrender to Lessor.

      12.1 Immediately upon the expiration of the Initial Term or any Extended
Term, Lessee shall surrender the Equipment to Lessor; provided, however that
Lessee has given 90 days prior written notice of its intent to surrender the
Equipment. The term of lease shall be automatically extended for successive
monthly periods ("Extended Term") until terminated by Lessee in accordance with
such notice. No notice of termination by Lessee shall be effective earlier than
the last day of the Initial Term, any Extended Term under Section 3.2 above, or
any Extended Term under this Section 12.1, nor shall any such notice be required
in the event of a termination of this Lease Agreement by Lessor upon the
occurrence of an Event of Default. All Equipment surrendered to Lessor shall be
in good repair and working order, reasonable wear and tear excepted, by
delivering the Equipment to any location as may be designated by Lessor within
100 miles of a major terminal operated by Lessee in any of the following cities:
Dallas, Texas; Chicago, Illinois; New York, New York; Atlanta, Georgia; Los
Angeles, California; or Denver, Colorado. All costs of removal and delivery of
such Equipment to the place designated by Lessor shall be borne by Lessee.

      12.2 Without limiting the obligations of Lessee under either Section 5.3
and 12.1, Lessee shall, at its expense, do the following,

            12.2.1 Lessee shall ensure that all Equipment and Equipment
operations conform to all applicable local, state, and federal laws, health and
safety guidelines. Upon return, the Equipment will be complete and operational
with all components as originally supplied and will have passed U.S. Department
of Transportation ("DOT') or appropriate regulatory agency requirements for
operation. If applicable, an inspection sticker or certificate will be furnished
to Lessor verifying compliance with any regulatory requirements. Lessee shall
satisfy all legal and regulatory conditions necessary for Lessor to sell or
lease the Equipment to a third party. Lessee will keep all licenses and
operating certificate required for operation of the Equipment current during the
Initial Term or any Extended Term of this Lease Agreement. Lessee will at all
times use the Equipment in compliance with all applicable laws and regulations
of any governmental, local and regulatory agency.

            12.2.2 Lessee shall provide safe, secure storage for the Equipment
for sixty (60) days after expiration or earlier termination of the Lease
Agreement (by acceleration or otherwise) at not more than eight (8) locations
selected by Lessor.

            12.2.3 Lessee shall take such action as may be required so that,
upon return, each unit of Equipment shall meet all of its manufacturer's
specifications for performance under full rated loads and all of the following
conditions:

            (i) Tires: All tires shall be of the same type (original size) and
            manufacturer (i.e. matched) and have a minimum of fifty percent
            (50%) remaining tread on original or recapped casings without flat
            or bald spots, dry rot, exposed cord or cuts in sidewall,

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            (ii) General Condition: Upon return, there shall be no structural or
            mechanical damage. The Equipment must be air, wind and water tight
            Floors, interior linings, scuffboards, exterior panels, roofs, and
            doors are to be secure and free of holes, rips, tears, or any other
            material damage. Doors, including hinges, hardware and seals, will
            be complete and operate as originally intended by the manufacturer.
            Interior linings and floors will be repaired in a manner that
            maintains the original geometric profile of the structure and
            resulting air flow pattern. All rust or corrosion must be treated in
            a manner consistent with standard industry practices. The equipment
            must be able to pass a FHWA inspection. All patches shall be
            permanent and sealed properly. (Tape patches shall not be deemed
            acceptable. Existing self sealing pop rivets are acceptable, except
            that drive rivet patches shall not be acceptable.) All Equipment
            must have a good overall appearance and no material damage. The
            Equipment shall be structurally sound, in good appearance, clean,
            free of rust and corrosion with no missing or damaged parts. There
            may not be any broken or cracked exterior surfaces, inside linings,
            seals, doors, latches, or floors. Upon return, all commercial logos,
            advertising, graffiti, insignia and lettering shall be removed in a
            workmanlike manner so as not to damage the Equipment. The surfaces
            shall be repainted in such a way that the area blends in with the
            remainder of the unit. Manufacturer's identity plates and markings
            shall not be removed. With respect to each unit of Equipment, the
            total cost of necessary repairs for damages or other related costs
            necessary to place the Equipment in such condition as to be in
            complete compliance with this Lease Agreement may not exceed $500.
            All units shall be cleaned and cosmetically acceptable with all
            Lessee installed decals and markings properly removed. Fuel tanks
            must be at least twenty-five percent (25%) full;

            (iii) Documents and Records: Written records of scheduled and other
            maintenance and repair work done shall be kept, dated, and signed by
            the appropriate authority. A service history or log will be
            maintained during the Initial Term and any Extended Term of the
            Lease Agreement and a copy provided to Lessor upon request during
            the Initial Term and any Extended Term of the Lease Agreement, or at
            the expiration or other termination (by acceleration or otherwise)
            of the Lease Agreement. All maintenance records, maintenance record
            jackets, repair jackets, repair orders, license plates, registration
            certificates and all other similar documents, in their entirety,
            must be returned to Lessor;

            (iv) Brakes: Brake drums and linings shall not be cracked and shall
            not exceed manufacturers' recommended wear limits. Brake linings
            shall have fifty percent (50%) remaining wear;

            (v) Maintenance: Lessee shall strictly follow the manufacturer's
            recommended maintenance and service schedule, as required to
            validate any warranty, at Lessee's sole cost and expense. Any
            maintenance or repair work shall comply with the guidelines and
            procedures as specified by the manufacturers of the Equipment or
            each component of the Equipment. Lessee

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            will use only original manufacturer's approved replacement parts and
            components in the performance of any maintenance and repair of the
            Equipment. Lessee will at all times maintain the Equipment in good
            operational condition and appearance, and shall not discriminate
            such maintenance between owned or leased equipment; and

            (vi) Refrigeration Units: With respect to all refrigeration units,
            upon return, each shall be mechanically sound and in good operating
            order and capable of satisfactorily passing any test for
            refrigeration or cooling loss as recommended by the manufacturer and
            performed by an authorized factory representative, at Lessee's sole
            cost and expense. Refrigeration unit specifications must be in
            compliance with DOT. The refrigeration units must have at least 50%
            time-wear remaining before the next overhaul or replacement as
            recommended by Reefer Manufacturer's and published in standard
            maintenance manuals;

            (vii) Refrigerants: Lessee shall use only non-CFC refrigerants in
            the refrigeration units. In the event that Lessee wishes to convert
            the operating refrigerant to an alternative refrigerant, the Lessee
            will obtain the prior approval of the Lessor. Any such modifications
            will be done in accordance with the Reefer Manufacturer's suggested
            procedures. All such modifications will be completed at Lessee's
            expense. These modifications will become the property of Lessor;

            (viii) Use: Lessee guarantees that the Equipment will not be or have
            been loaded beyond the rated capacity as certified by the
            manufacturer at any time during the Initial Term or any Extended
            Term of the Lease Agreement Lessee will not discriminate in the use
            of the Equipment from any other similar equipment in its fleet;

            (ix) Alterations: Lessee will not modify the Equipment without the
            prior written approval of Lessor, in any event, Lessee will not make
            any modifications or alterations that would impair the Equipment's
            use, value marketability or manufacturer's warranty and
            recommendations. Lessee will not make any alterations, to the
            Equipment that would damage or restrict the use of the Equipment
            from its initial use and design and that cannot be removed without
            damage to the unit. Changes, modifications or additions to the
            Equipment mandated by Federal or state authorities will be completed
            by the Lessee and become property of the Lessor; and

            (x) Regulatory Standards: Without limiting any of the foregoing,
            Lessee shall insure that, upon surrender to Lessor, all coolants and
            other materials contained in any unit of Equipment comply with all
            then current standards and/or regulations promulgated by the
            Environmental Protection Agency, or any successor agency, or other
            governmental or quasi-governmental agency having jurisdiction over
            the Equipment, and such compliance with standards and regulations is
            necessary in order for such units of Equipment to be marketable for
            the purposes such units were intended.

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            12.2.4 Prior to any surrender of the Equipment, an in depth physical
inspection will be conducted by a manufacturer's service representative(s)
(Great Dane, Utility and Trailmobile, collectively the "Trailer Manufacturers"
and Thermo King for the trailers having Thermo King refrigeration units and
Carrier for those units having Carrier refrigeration units, collectively the
"Reefer Manufacturers") on behalf of Lessor, and paid for by Lessee. Any part,
component or function found not to be within the manufacturer's tolerances and
operational specifications will be replaced or brought with in those tolerances
and specifications to the satisfaction of Lessor.

      13. Financial Statements. Lessee shall annually, within ninety (90) days
after the close of the fiscal year for Lessee, furnish, or cause to be
furnished, to Lessor financial statements of Frozen Foods Express Industries,
Inc., the quarantor of the obligations of Lessee hereunder (the "Guarantor"),
including a balance sheet as of the close of such year and statements of income
and retained earnings for such year, prepared in accordance with generally
accepted accounting principles, consistently applied from year to year, and
certified by independent public accountants for Guarantor. If requested by
Lessor, Guarantor shall also provide quarterly financial statements of
Guarantor, similarly prepared for each of the first three quarters of each
fiscal year, certified (subject to normal year-end audit adjustments) by the
chief financial officer of Guarantor and furnished to Lessor within sixty (60)
days following the end of the quarter, and such other financial information as
may be reasonably requested by Lessor.

      14. Delayed Payment Charge. Lessee shall pay to Lessor interest upon the
amount of any Daily Rent, Monthly Rent or other sums not paid by Lessee when due
and owing under this Lease Agreement, from the due date thereof until paid, at
the rate of one and one half (1-1/2) percent per month, but if such rate
violates applicable law, then the maximum rate of interest allowed by such law.

      15. Default.

      15.1 The occurrence of any of the following events shall constitute an
event of default ("Event of Default") under this Lease Agreement.

            (a) Lessee fails to pay any Daily Rent or any Monthly Rent when due
      and such failure to pay continues for ten (10) consecutive days; or

            (b) Lessee fails to pay any other sum required hereunder, and such
      failure continues for a period of ten (10) days following written notice
      from Lessor; or

            (c) Lessee fails to maintain the insurance as required by Section 11
      above and such failure continues for ten (10) days after written notice
      from Lessor; or

            (d) Lessee or Guarantor violates or fails to perform any other term,
      covenant or condition of this Lease Agreement or any other document,
      agreement or instrument executed pursuant hereto or in connection
      herewith, which failure is not cured within thirty (30) days after written
      notice from Lessor; or

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            (e) Lessee or Guarantor ceases to exist or terminates its
      independent operations by reason of any discontinuance, dissolution,
      liquidation, merger, sale of substantially all of its assets, or otherwise
      ceases doing business as a going concern; or

            (f) Lessee or Guarantor (i) applies for or consents to the
      appointment of, or the taking of possession by, a receiver, custodian,
      trustee, liquidator or similar official for itself or for all or a
      substantial part of its property, (ii) is generally not paying its debts
      as such debts become due, (iii) makes a general assignment for the benefit
      or its creditors, (iv) commences a voluntary case under the United States
      Bankruptcy Code, as now or hereafter in effect, seeking liquidation,
      reorganization or other relief with respect to itself or its debts, (v)
      files a petition seeking to take advantage of any other law providing for
      the relief of debtors, (vi) takes any action under the laws of its
      jurisdiction of incorporation or organization similar to any of the
      foregoing, or (vii) takes any corporate action for the purpose of
      effecting any of the foregoing, or

            (g) A proceeding or case is commenced, without the application or
      consent of Lessee or Guarantor, in any court of competent jurisdiction,
      seeking (i) the liquidation, reorganization, dissolution, winding up of
      Lessee or Guarantor or composition or readjustment of the debts of Lessee
      or Guarantor, (ii) the appointment of a trustee, receiver, custodian,
      liquidator or similar official for Lessee or Guarantor or for all or any
      substantial part of its assets, or (iii) similar relief with respect to
      Lessee or Guarantor under any law providing for the relief of debtors; or
      an order for relief is entered with respect to Lessee or Guarantor in an
      involuntary case under the United States Bankruptcy Code, as now or
      hereafter in effect, or an action under the laws of the jurisdiction of
      incorporation or organization of Lessee or Guarantor, similar to any of
      the foregoing, is taken with respect to Lessee or Guarantor without its
      application or consent, or

            (h) Lessee or Guarantor makes any representation or warranty herein
      or in any statement or certificate at any time given in writing pursuant
      to or in connection with this Lease Agreement which is false or misleading
      in any material respect, or

            (i) Lessee or Guarantor defaults under any promissory note, credit
      agreement, loan agreement, conditional sales contract, guaranty, lease,
      indenture, bond, debenture or other material obligation whatsoever, and a
      party thereto or a holder thereof is entitled to accelerate the
      obligations of Lessee or Guarantor thereunder; or Lessee or Guarantor
      defaults in meeting any of its trade, tax or other current obligations as
      they mature, unless such obligations are being contested diligently and in
      good faith; or

            (j) Any party to any guaranty, letter of credit, subordination or
      credit agreement or other undertaking, given for the benefit of Lessor and
      obtained in connection with this Lease Agreement, breaches, fails to
      continue, contests, or purports to terminate or to disclaim such guaranty,
      letter of credit, subordination or credit agreement or other undertaking,
      or such guaranty, letter of credit, subordination agreement or other
      undertaking becomes unenforceable; or a guarantor of this Lease Agreement
      shall die, cease to exist or terminate its independent operations.

                                      -11-
<PAGE>

      15.2 No waiver by Lessor of any Event of Default shall constitute a waiver
of any other Event of Default or of the same Event of Default at any other time.

      16. Remedies.

      16.1 Upon the occurrence of an Event of Default and while such Event of
Default is continuing, Lessor, at its sole option, upon its declaration, and to
the extent not inconsistent with applicable law, may exercise any one or more of
the following remedies:

            (a) Lessor may terminate this Lease Agreement whereupon all rights
      of Lessee to the quiet enjoyment and use of the Equipment shall cease;

            (b) Whether or not this Lease Agreement is terminated, Lessor may
      cause Lessee, at the sole cost and expense of Lessee, to return any or all
      of the Equipment promptly to the possession of Lessor in good repair and
      working order, reasonable wear and tear excepted. Lessor, at its sole
      option and through its employees, agents or contractors, may peaceably
      enter upon the premises where the Equipment is located and take immediate
      possession of and remove the Equipment, all without liability to Lessor,
      its employees, agents or contractors for such entry. LESSEE HEREBY WAIVES,
      TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO NOTICE
      AND/OR HEARING PRIOR TO THE REPOSSESSION OR REPLEVIN OF THE EQUIPMENT BY
      LESSOR, ITS EMPLOYEES, AGENTS OR CONTRACTORS;

            (c) Lessor may proceed by court action to enforce performance by
      Lessee of this Lease Agreement or pursue any other remedy Lessor may have
      hereunder, at law, in equity or under any applicable statute, and recover
      such other actual damages as may be incurred by Lessor;

            (d) Lessor may recover from Lessee damages, not as a penalty but as
      liquidation for all purposes and without limitation of any other amounts
      due from Lessee under this Lease Agreement, in an amount equal to the sum
      of (i) any unpaid Daily Rents and/or Monthly Rents due and payable for
      periods prior to the repossession of the Equipment by Lessor plus any
      interest due thereon pursuant to Section 14 above (ii) the present value
      of all future Monthly Rents required to be paid over the remaining Initial
      Term or any Extended Term after repossession of the Equipment by Lessor,
      determined by discounting such future Monthly Rents to the date of payment
      by Lessee at a rate of five (5) percent per annum, and (iii) all costs and
      expenses incurred in searching for, taking, removing, storing, repairing,
      restoring, refurbishing and leasing or selling such Equipment; or

            (e) Lessor may sell, lease or otherwise dispose of any or all of the
      Equipment, whether or not in the possession of Lessor, at public or
      private sale and with or without notice to Lessee, which notice is hereby
      expressly waived by Lessee, to the extent permitted by and not
      inconsistent with applicable law. Lessor shall then apply against the
      obligations of Lessee hereunder the net proceeds of such sale, lease or
      other disposition, after deducting therefrom (i) the present value of the
      residual value of the Equipment at the expiration of the Initial Term,
      which is anticipated by Lessor and

                                      -12-
<PAGE>

      Lessee to be not less than the Stipulated Loss Value for the last
      Stipulated Loss Payment Date set forth on Exhibit A to the applicable
      Equipment Schedule, such present value to be determined by discounting the
      residual value to the date of sale, lease or other disposition at a rate
      of five (5) percent per annum, and (ii) all costs incurred by Lessor in
      connection with such sale, lease or other disposition including, but not
      limited to, costs of transportation, repossession, storage, refurbishing,
      advertising or other fees. Lessee shall remain liable for any deficiency,
      and any excess of such proceeds over the total obligations owed by Lessee
      shall be retained by Lessor. If any notice of such sale, lease or other
      disposition of the Equipment is required by applicable law, ten (10) days
      written notice to Lessee shall be deemed reasonable.

      16.2 No failure on the part of Lessor to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof. No
single or partial exercise of any right or remedy hereunder shall preclude any
other or further exercise thereof or the exercise of any other right or remedy.
Each right and remedy provided hereunder is cumulative and not exclusive of any
other right or remedy including, without limitation, any right or remedy
available to Lessor at law, by statute or in equity.

      16.3 Lessee shall pay all costs and expenses including, but not limited
to, reasonable legal fees incurred by Lessor arising out of or in connection
with any Event of Default under this Lease Agreement. Lessee shall also be
liable for any amounts due and payable to Lessor under any other provision of
this Lease Agreement including, but not limited to, amounts due and payable
under Section 17 below.

      17. Tax Indemnification

      17.1 This Lease Agreement has been entered into by Lessor and Lessee under
the assumption that Lessor or its affiliated group ("Affiliated Group"), as
defined in Section 1504 of the Internal Revenue Code of 1986, as amended, (the
"Code") will be treated as the owner Of the Equipment and will be entitled to
such deductions and other benefits that are provided by the Code including,
without limitation, deductions for the recovery of the Acquisition Cost of the
Equipment, over the recovery period ("Recovery Period") set forth on the
applicable Equipment Schedule, using the Accelerated Cost Recovery System as
provided by Section 168 of the Code ("ACRS Deductions").

      17.2 Lessee represents, covenants and warrants the following,

            (a) Neither Lessee, nor any affiliate of Lessee, nor any other party
      (i) has claimed or will claim any ACRS Deductions, or any other deductions
      in the nature of cost recovery or depreciation with respect to the
      Equipment, or (ii) has made or will make any election under the Code
      regarding the method or the period for cost recovery or deductions for
      personal property which will be binding upon Lessor and which will
      adversely affect the assumptions set forth in Section 17.1 above with
      respect to the Equipment or (iii) shall, at any time, take any action or
      file any returns or other documents inconsistent with the assumptions set
      forth in Section 17.1 above.

                                      -13-
<PAGE>

            (b) In the event the Equipment has been sold to Lessor by Lessee and
      leased back from Lessor by Lessee, such Equipment does not constitute
      property placed in service in a churning transaction within the meaning of
      Section 168(f)(5) of the Code.

            (c) The Equipment has not been manufactured or produced in any
      foreign country which is subject to an Executive Order of the President of
      the United States that would deny the availability of ACRS Deductions to
      Lessor.

            (d), The Acquisition Cost of the Equipment does not exceed the fair
      market value of the Equipment.

            (e) When delivered and accepted under the Lease Agreement, the
      Equipment will not require any improvements, modifications, or additions
      (other than ancillary or incidental items of removable equipment) in order
      to be rendered complete for its intended use by Lessee.

            (t) At the time the Equipment is accepted under the Lease Agreement,
      Lessee and, if applicable, any member of its Affiliated Group shall have
      been fully reimbursed for any portion of the Acquisition Cost of the
      Equipment which it may have furnished; furthermore, on the applicable
      Commencement Date and during the Initial Term, neither Lessee nor any
      member of its Affiliated Group shall have any investment in the Equipment.

            (g) The Equipment will be placed in service on the applicable
      Commencement Date and will be used in a trade or business or will be held
      for the production of income within the meaning of Section 167 of the
      Code.

            (h) From the applicable Commencement Date and during the Initial
      Term, the Equipment will constitute and will be treated as (i) "recovery
      property" within the meaning of Section 168 of the Code, and (ii) property
      with the Recovery Period set forth in the applicable Equipment Schedule
      determined in accordance with Section 168(c) of the Code.

            (i) From the applicable Commencement Date and during the Initial
      Term, the Equipment will not constitute, or be treated as, (I) "tax exempt
      use property" within the meaning of Section 168(h) of the Code which would
      cause Lessor to fail to realize, lose, or suffer diminution, deferral, or
      recapture of any of the ACRS Deductions described in Section 17.1 above,
      or (ii) "limited use property" within the meaning of Rev. Proc. 76-30,
      1976C. B. 647.

            (j) During the Initial Term, the Equipment will not be used
      "predominantly outside the United States" within the meaning of Section
      168(g)(4) of the Code.

            (k) During the Initial Term, Lessor shall not be required to include
      in its gross income for Federal income tax purposes any amount derived
      from the cost of any alteration, addition, improvement, modification,
      replacement, or substitution of the

                                      -14-
<PAGE>

      Equipment or from any refund or credit from the manufacturer or supplier
      of the Equipment.

      17.3 A tax loss ("Tax Loss") shall be deemed to have occurred under this
Section 17 if Lessor or its Affiliated Group, for Federal income tax purposes,
shall not be entitled to, shall not be allowed, shall suffer recapture of or
shall lose any of the ACRS Deductions, as a result of:

            (a) Lessee's breach of, or its failure to comply with, any
      representation, covenant, or warranty set forth in Section 17.2 above, or
      the inaccuracy of any such representation;

            (b) the occurrence of an Event of Default as defined in Section 15
      of the Lease Agreement;

            (c) the replacement, substitution, loss, seizure, condemnation,
      destruction or governmental requisitioning of the Equipment; or

            (d) any act (whether or not permitted or required under this Lease
      Agreement) or any omission of Lessee, any affiliate of Lessee, any
      sublessee or assignee of Lessee, or any entity, other than Lessor, having
      possession, control or use of the Equipment (whether or not such
      possession, control or use may be authorized or unauthorized).

      17.4 If a Tax Loss occurs, then Lessee shall pay to Lessor, upon demand, a
sum to be computed by Lessor in the following manner. Such sum, after deduction
of all Federal, state and local income taxes payable by Lessor as a result of
the receipt of such sum, shall be sufficient to restore Lessor or its Affiliated
Group to substantially the same position, on an aftertax basis, as it would have
been in but for the loss of such ACRS Deductions. In making its computation,
Lessor or its Affiliated Group shall consider, but shall not be limited to, the
following factors: (i) the amounts and timing of any net loss of tax benefits
resulting from any such lack of entitlement to or loss, recapture, or
disallowance of ACRS Deductions but offset by any tax benefits derived from any
depreciation or other capital recovery deductions or exclusions from income
allowed to Lessor or its Affiliated Group with respect to the same Equipment;
(ii) penalties, interest or other charges imposed; (iii) difference in tax years
involved; and (iv) the time value of money at a reasonable rate determined, in
good faith, by Lessor. For purposes of computation only, the amount of
indemnification payments hereunder shall be calculated on the assumption that
Lessor and its Affiliated Group have or will have, in all tax years involved,
sufficient taxable income and tax liability to realize all tax benefits and
incur all losses of tax benefits at the highest marginal Federal corporate
income tax rate in each year. Upon request, Lessor shall provide Lessee with the
methods of computation used in determining any sum that may be due and payable
by Lessee under this Section 17.

      17.5 The representations, obligations and indemnities of Lessee under this
Section 17 shall continue in full force and effect, notwithstanding the
expiration or other termination of this Lease Agreement

      18. Assignment; Sublease.

                                      -15-
<PAGE>

      18.1 Lessor may sell, assign or otherwise transfer all or any part of its
right, title and interest in and to the Equipment and/or this Lease Agreement to
a third-party assignee, subject to the terms and conditions of this Lease
Agreement including, but not limited to, the right to the quiet enjoyment of the
Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall
assume all of the rights and obligations of Lessor under this Lease Agreement
and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein
shall mean such assignee. Notwithstanding any such sale, assignment or transfer,
the obligations hereunder shall remain absolute and unconditional as set forth
in Section 7.2 above.

      18.2 Lessor may also pledge, mortgage or grant a security interest in the
Equipment and assign this Lease Agreement as collateral. Each such pledgee,
mortgagee, lienholder or assignee shall have any and all rights as may be
assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge,
mortgage or grant of security interest in the Equipment or assignment of this
Lease Agreement shall be subject to the terms and conditions hereof including,
but not limited to, the right to the quiet enjoyment of the Equipment by Lessee
as set forth in Section 7.1 above. Lessee, by reason of such pledge, mortgage,
grant of security interest or collateral assignment, shall not be relieved of
any of its obligations hereunder which shall remain absolute and unconditional
as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee
shall acknowledge such obligations to the pledgee, mortgagee, lienholder or
assignee.

      18.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE
ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE
PRIOR WRITITEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease,
conveyance or pledge, whether by operation of law or otherwise, without the
prior written consent of Lessor, shall be void.

      19. Optional Performance by Lessor. If an Event of Default, as defined in
Section 15 above, occurs and is continuing, Lessor in its sole discretion may
pay or perform such obligation in whole or in part, without thereby becoming
obligated to pay or to perform the same on any other occasion or to pay any
other obligation of Lessee. Any payment or performance by Lessor shall not be
deemed to cure any Event of Default hereunder. Upon such payment or performance
by Lessor, Lessee shall pay forthwith to Lessor the amount of such payment or an
amount equal to all costs and expenses of such performance, as well as any
delayed payment charges on such amounts as set forth in Section 14 above.

      20. Compliance and Approvals. Lessee warrants and agrees that this Lease
Agreement and the performance by Lessee of all of its obligations hereunder have
been duly authorized, do not and will not conflict with any provision of the
charter or bylaws of Lessee or of any agreement, indenture, lease or other
instrument to which Lessee is a party or by which Lessee or any of its property
is or may be bound. Lessee warrants and agrees that this Lease Agreement does
not and will not require any governmental authorization, approval, license or
consent except those which have been duly obtained and will remain in effect
during the entire Initial Term and any Extended Term.

      21. Miscellaneous.

                                      -16-
<PAGE>

      21.1 The section headings are inserted herein for convenience of reference
and are not part of and shall not affect the meaning or interpretation of this
Lease Agreement

      21.2 Any provision of this Lease Agreement which is unenforceable in whole
or in part in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such unenforceability without invalidating any remaining
part or other provision hereof and shall not be affected m any manner by reason
of such enforceability in any other jurisdiction. The validity and
interpretation of this Lease Agreement and the rights and obligations of the
parties hereto shall be governed in all respects by the laws of The Commonwealth
of Massachusetts without giving effect to the conflicts of laws provisions
thereof.

      21.3 This Lease Agreement, including all Equipment Schedules and
Certificates of Acceptance, constitutes the entire agreement between Lessor and
Lessee. Lessor and Lessee agree that this Lease Agreement shall not be amended,
altered or changed except by a written agreement signed by the parties hereto.
LESSEE ACKNOWLEDGES THAT THERE HAVE BEEN NO REPRESENTATIONS, EXPRESS OR IMPLIED,
BY LESSOR OTHER THAN AS SET FORTH HEREIN AND LESSEE EXPRESSLY CONFIRMS THAT IT
HAS NOT RELIED UPON ANY REPRESENTATIONS BY LESSOR, EXCEPT THOSE SET FORTH
HEREIN, AS A BASIS FOR ENTERING INTO THIS LEASE AGREEMENT.

      21.4 Any notice required to be given by Lessee or Lessor hereunder shall
be deemed adequately given if sent by registered or certified mail, return
receipt requested, to the other party at their respective addresses stated
herein or at such other place as either party may designate in writing to the
other.

      21.5 Lessee agrees to execute and deliver such additional documents and to
perform such further acts as may be reasonably requested by Lessor in order to
carry out and effectuate the purposes of this Lease Agreement Upon the written
request of Lessor, Lessee further agrees to execute any instrument necessary for
filing or recording this Lease Agreement or to confirm the ownership of the
Equipment by Lessor. Lessor is hereby authorized to insert in any Equipment
Schedule the serial numbers of the Equipment and other identifying marks or
similar information and to sign, on behalf of Lessee, any Uniform Commercial
Code financing statements.

      21.6 This Lease Agreement cannot be canceled or terminated except as
expressly provided herein.

      21.7 Whenever the context of this Lease Agreement requires, the singular
includes the plural and the plural includes the singular. Whenever the word
Lessor is used herein, it includes all assignees and successors in interest of
Lessor. If more than one Lessee are named in this Lease Agreement, the liability
of each shall be joint and several.

      21.8 All agreements, indemnities, representations and warranties of Lessee
made herein and all rights and remedies of Lessor shall survive the expiration
or other termination of this Lease Agreement, whether or not expressly provided
herein.

                                      -17-
<PAGE>

      21.9 Any waiver of any power, right, remedy or privilege of Lessor
hereunder shall not be effective unless in writing signed by Lessor.

      21.10 This Lease Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument

      IN WITNESS WHEREOF, Lessor and Lessee, each by its duly authorized officer
or agent, have duly executed and delivered this Lease Agreement, which is
intended to take effect as a sealed instrument, as of the day and year first
written above.

                                          Conwell Corporation

                                          By: /s/ [ILLEGIBLE]
                                              ----------------------------------

                                          Title:  [ILLEGIBLE]
                                                --------------------------------

Accepted at Boston, Massachusetts

FFE LEASING TRUST NO. 95-01

By: /s/ Gail Ofgant
   ------------------------------
      TRUSTEE

By:
   ------------------------------
      TRUSTEE

                                      -18-
<PAGE>

                                  EXHIBIT A TO
                                 SECTION 10.2 OF
                             MASTER LEASE AGREEMENT

With reference to Section 10.2 of the Master Lease Agreement as applicable to
the Equipment set forth on Equipment Schedule No. 002, Lessor and Lessee agree
that the Stipulated Loss Value shall mean the product obtained by multiplying
the Acquisition Cost of the Equipment terminated pursuant to Section 10.2 by the
appropriate percentage for the Stipulated Loss Payment Date.

    STIPULATED LOSS                   STIPULATED LOSS
     PAYMENT DATE     PERCENTAGE        PAYMENT DATE       PERCENTAGE
     ------------     ----------        ------------       ----------
        1-1-96          104.64              7-1-99            76.16
        2-1-96          104.13              8-1-99            75.36
        3-1-96          103.60              9-1-99            74.56
        4-1-96          103.04             10-1-99            73.74
        5-1-96          102.49             11-1-99            72.93
        6-1-96          101.93             12-1-99            72.10
        7-1-96          101.37              1-1-00            71.26
        8-1-96          100.79              2-1-00            70.43
        9-1-96          100.21              3-1-00            69.59
       10-1-96           99.61              4-1-00            68.73
       11-1-96           99.01              5-1-00            67.89
       12-1-96           98.40              6-1-00            67.03
        1-1-97           97.78              7-1-00            66.17
        2-1-97           97.15              8-1-00            65.30
        3-1-97           96.52              9-1-00            64.43
        4-1-97           95.87             10-1-00            63.55
        5-1-97           95.22             11-1-00            62.66
        6-1-97           94.56             12-1-00            61.79
        7-1-97           93.89              1-1-01            60.90
        8-1-97           93.22              2-1-01            60.01
        9-1-97           92.55              3-1-01            59.11
       10-1-97           91.86              4-1-01            58.21
       11-1-97           91.17              5-1-01            57.30
       12-1-97           90.48              6-1-01            56.39
        1-1-98           89.77              7-1-01            55.46
        2-1-98           89.06              8-1-01            54.55
        3-1-98           88.35              9-1-01            53.62
        4-1-98           87.63             10-1-01            52.70
        5-1-98           86.90             11-1-01            51.77
        6-1-98           86.17             12-1-01            50.84
        7-1-98           85.43              1-1-02            49.90
        8-1-98           84.69              2-1-02            48.96
        9-1-98           83.93              3-1-02            48.01
       10-1-98           83.18              4-1-02            47.07
       11-1-98           82.42              5-1-02            48.12
       12-1-98           81.66              6-1-02            45.16
        1-1-99           80.90              7-1-02            44.19
        2-1-99           80.12              8-1-02            43.25
        3-1-99           79.35              9-1-02            42.29
        4-1-99           78.58             10-1-02            41.35
        5-1-99           77.77             11-1-02            40.41
        6-1-99           76.98             12-1-02            39.45
                                          Thereafter          39.50

FFE LEASING TRUST NO. 95-01            CONWELL CORPORATION

BY: /s/ Gail Ofgant                    BY: /s/ [ILLEGIBLE]
    --------------------------------       -----------------------------------

TITLE: Manager                         TITLE: Controller
      ------------------------------         ---------------------------------

BY:
    --------------------------------

TITLE:
      ------------------------------
<PAGE>

                                                                       EXHIBIT A

                           EQUIPMENT SCHEDULE NO. 002

      This Equipment Schedule No.002 is hereby made a part of the MASTER LEASE
AGREEMENT dated as of November 21, 1995 between FFE LEASING TRUST NO. 95-01, as
Lessor, and Conwell Corporation, as Lessee.

1. EQUIPMENT DESCRIPTION (including quantity, model/feature, identification
and/or serial number):

                             See Attached Exhibit 1

2. ACQUISITION COST:  $1,249,505.28

3. LEASE TERM:        84      months

4. MONTHLY RENT:      $14,431.79   in advance/in arrears

5. RECOVERY PERIOD:   5 years

6. INSTALLATION SITE: 203 Hal Muldrow
                      ----------------------------------------------------------
                      Address

                      Norman         Cleveland       OK        73069
                      ----------------------------------------------------------
                      City           County          State     Zip Code

LESSOR                              LESSEE:

FFE LEASING TRUST NO. 95-01         Conwell Corporation

By: /s/ Gail Ofgant                 By: /s/ [ILLEGIBLE]
    ----------------------------        ----------------------------

Title: TRUSTEE                      Title: Controller
                                           -------------------------
By:
    ----------------------------

Title: TRUSTEE
<PAGE>

                                    EXHIBIT 1

4     1996 Great Dane Super Seal 48' x 102.31" x 13'6" Swing doors, slide
      tandem, Bridgestone 295/75R22.5 R194 FFE tires, Carrier unit, Lift pads
      and decals.

Equip#                        Vin#                          Carrier Ultra Unit
11654                         1GRAA9622TWO21602             EAF90311372
11656                         1GRAA9626TWO21604             EAE90311375
11659                         1GRAA9621TWO21607             EAE90311371
11679                         1GRAA9627TWO21627             FAF90315009

21    1996 Great Dane Super Seal 48' x 102.31" x 13'6" Swing doors, slide
      tandem, Bridgestone 295/75R22.5 R194 FFE tires, Carrier unit, Lift pads
      and decals.

Equip#                        Vin#                          Carrier Ultra Unit
11653                         1GRAA9620TWO21601             EAE90311367
11655                         1GRAA9624TWO21603             EAF90311370
11657                         1GRAA9628TWO21605             EAE90311369
11658                         1GRAA962XTWO21606             EAE90311374
11660                         1GRAA9623TWO21608             EAE90315405
11661                         1GRAA9625TWO21609             FAE90315007
11662                         1GRAA9621TWO21610             EAF90315003
11663                         1GRAA9623TWO21611             EAF90315005
11664                         1GRAA9625TWO21612             EAE90315008
11666                         1GRAA9629TWO21614             FAF90315002
11667                         1GRAA9620TWO21615             EAF90315013
11668                         1GRAA9622TWO21616             FAF90315006
11669                         1GRAA9624TWO21617             FAF90315402
11670                         1GRAA9626TWO21618             FAF90311366
11671                         1GRAA9628TWO21619             FAF90315011
11672                         1GRAA9624TWO21620             FAF90315396
11673                         1GRAA9626TWO21621             FAF90315403
11674                         1GRAA9628TWO21622             FAF90315397
11675                         1GRAA962XTWO21623             FAF90315404
11681                         1GRAA9620TWO21629             EAF90315004
11680                         1GRAA9629TWO21628             EAE90311373

7     1996 Great Dane Super Seal 48' x 102.31" x 13'6" Swing doors, slide
      tandem, Bridgestone 295/75R22.5 R 194 FFE tires, Carrier unit, Lift pads
      and decals.

Equip#                        Vin#                          Carrier Ultra Unit

11665                         1GRAA9627TWO21613             EAE90315010
11676                         1GRAA9621TWO21624             EAE90315407
11677                         1GRAA9623TWO21625             FAE90315014
11678                         1GRAA9625TWO21626             EAE90315012
11682                         1GRAA9627TWO21630             EAE90315138
11683                         1GRAA9629TWO21631             EAF90315481
11684                         1GRAA9620TWO21632             EAF90315398
<PAGE>

                                                                       EXHIBIT B

                            CERTIFICATE OF ACCEPTANCE

To: FFE LEASING TRUST NO. 95-01

      Pursuant to the MASTER LEASE AGREEMENT dated as of November 21, 1995, (the
"Lease Agreement") between FFE LEASING TRUST NO. 95-01 (the "Lessor") and the
undersigned (the "Lessee"), the equipment described on Equipment Schedule No.
002 (the "Equipment") has been delivered to the location set forth in such
Equipment Schedule, has been tested and inspected by Lessee, and has been found
to be in good repair and working order.

      The Equipment has been accepted and placed in service by Lessee for all
purposes under the Lease Agreement on December [illegible] 19 [illegible] (the
"Commencement Date").

      Lessee represents, warrants and covenants that: (a) as of the Commencement
Date, all representations set forth in Section 18 of the Lease Agreement apply
to the Equipment accepted hereunder; (b) in the event of a sale and leaseback of
the Equipment, neither Lessee nor any member of its Affiliated Group as defined
in the Lease Agreement has made or will make any election under the Internal
Revenue Code of 1986, as amended (the "Code") affecting the depreciation of the
Equipment or of any class of property which would apply to the Equipment after
the sale of the Equipment to Lessor by Lessee; (c) in the event of a sale and
leaseback of the Equipment, the Equipment will not constitute property placed in
service in a churning transaction within the meaning of Section 168(f)(5) of the
Code; (d) neither Lessee nor any member of its Affiliated Group filing a
consolidated Federal income tax return will take any deduction for recovery of
the cost of the Equipment; (e) the Equipment has been placed in service under
the Lease Agreement on the Commencement Date; and (f) neither Lessee nor any
member of its Affiliated Group has any investment in the cost of the Equipment

      The execution of this Certificate of Acceptance by Lessee shall not be
construed, in any way, to release or to waive the obligations of any
manufacturer or supplier for any warranties with respect to the Equipment.

      This Certificate of Acceptance applicable to Equipment Schedule No. 002
shall constitute a part of the Lease Agreement.

      IN WITNESS WHEREOF Lessee, by its duly authorized officer or agent, has
executed and delivered this Certificate of Acceptance which is intended to take
effect as a sealed instrument.

                                          Conwell Corporation

                                          By: /s/ [ILLEGIBLE]
                                              ----------------------------------

                                          Title: Controller
                                                --------------------------------
<PAGE>

LLR4OD-01                                                12/15/95 9:42:39 PAGE 1
                             AMERICAN FINANCE GROUP

                      Schedule A Rental Schedule Economics


LESSEE:             CONWELL CORPORATION
LESSOR:             AMERICAN FINANCE GROUP
RENTAL SCHEDULE:                                        002
LEASE TERM (months):                                     84
PRIMARY START DATE:                               1/01/1996
LEASE EXPIRATION DATE:                           12/31/2002
PAYMENT FREQUENCY:                                  MONTHLY
ADVANCE /ARREARS.                                   ADVANCE
LEASE RATE:                                      .011550000
PER DIEM LEASE RATE:                             .000385000
PERIODIC RENT:                                   $14,431.68
NUMBER OF PAYMENTS:                                      84
TOTAL INTERIM RENT:                               $6,734.72
PAYMENT COMMENCEMENT DATE:                        1/01/1996
TOTAL EQUIPMENT COST:                         $1,249,505.28

DOCUMENTATION FEE:
                                          -----------------

_______________________ LESSEE INITIALS

_______________________ LESSOR INITIALS
<PAGE>

LLR41D--01                                               12/15/95 9:42:42 PAGE 1
                             AMERICAN FINANCE GROUP

                        Schedule B Equipment Description

             RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: 002

LESSEE: CONWELL CORPORATION

LESSOR:    AMERICAN FINANCE GROUP

<TABLE>
<CAPTION>
                                                                                                                          Acceptance
Equipment Cost         Serial Number           Year Manufacturer               Model            Type                      Date
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                     <C>                              <C>              <C>                       <C>
     39,047.04        1GRAA962OTWO216O1       1996 GREAT DANE & CARRIER        REFER # 1367     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9622TW021602       1996 GREAT DANE & CARRIER        REFER # 1372     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9624TW021603       1996 GREAT DANE & CARRIER        REFER # 1370     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9626TW021604       1996 GREAT DANE & CARRIER        REFER # 1375     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9628TW021605       1996 GREAT DANE & CARRIER        REFER # 1369     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA962XTWO216O6       1996 GREAT DANE & CARRIER        REFER # 1374     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9621TW021607       1996 GREAT DANE & CARRIER        REFER # 1371     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9623TW021608       1996 GREAT DANE & CARRIER        REFER # 5405     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9625TW021609       1996 GREAT DANE & CARRIER        REFER # 5007     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9621TW021610       1996 GREAT DANE & CARRIER        REFER # 5003     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9623TW021611       1996 GREAT DANE & CARRIER        REFER # 5005     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9625TW021612       1996 GREAT DANE & CARRIER        REFER # 5008     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9627TW021613       1996 GREAT DANE & CARRIER        REFER # 5010     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9629TW021614       1996 GREAT DANE & CARRIER        REFER # 5002     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9620TW021615       1996 GREAT DANE & CARRIER        REFER # 5013     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9622TW021616       1996 GREAT DANE & CARRIER        REFER # 5006     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9624TW021617       1996 GREAT DANE & CARRIER        REFER # 5402     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9626TW021618       1996 GREAT DANE & CARRIER        REFER # 1366     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9628TW021619       1996 GREAT DANE & CARRIER        REFER # 5011     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9624TW021620       1996 GREAT DANE & CARRIER        REFER # 5396     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9626TW021621       1996 GREAT DANE & CARRIER        REFER # 5403     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9628TW021622       1996 GREAT DANE & CARRIER        REFER # 5397     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA962XTW021623       1996 GREAT DANE & CARRIER        REFER # 5404     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9621TW021624       1996 GREAT DANE & CARRIER        REFER # 5407     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9623TW021625       1996 GREAT DANE & CARRIER        REFER # 5014     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9625TW021626       1996 GREAT DANE & CARRIER        REFER # 5012     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9627TW021627       1996 GREAT DANE & CARRIER        REFER # 0000     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9629TW021628       1996 GREAT DANE & CARRIER        REFER # 1373     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9620TW021629       1996 GREAT DANE & CARRIER        REFER # 5009     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9627TW021630       1996 GREAT DANE & CARRIER        REFER # 3138     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9629TW021631       1996 GREAT DANE & CARRIER        REFER # 5401     1996 SUPER SEAL REEFER TR 12/18/1995
     39,047.04        1GRAA9622TW021632       1996 GREAT DANE & CARRIER        REFER # 5398     1996 SUPER SEAL REEFER TR 12/18/1995
----------------
    1,249,505.28 Total for Location 203 HAL MULDROW               NORMAN                                 OK 73069

----------------
----------------
    1,249,505.28 Total Equipment Cost
</TABLE>
<PAGE>

LLR49D-0l
                             AMERICAN FINANCE GROUP
                         Vertex Messages and Procedures
             RENTAL SCHEDULE AND ACCEPTANCE CERTIFICATE NUMBER: 002

LESSEE: CONWELL CORPORATION

LESSOR: AMERICAN FINANCE GROUP

<TABLE>
<CAPTION>
Invoice         Equipment
Required   Location  Type     Category               Procedures
------------------------------------------------------------------------------------------------------------------------------------
            <S>      <C>      <C>                    <C>
            OK       20       PREPAYMENT EXEMPTION   REQUIRES EXCISE TAX BE PAID AT REGISTRATION. OBTAIN PROOF OF PAYMENT, CODE ASSE

                              REFUNDABLE EXEMPTION   MANUFACTURER EXEMPTIONS GRANTED, HOWEVER, LESSEE MUST PAY TAXES ON PURCHASE PRI
                                                     URCHASE PRICE, CODE ASSETS '3' AND INSTRUCT LESSEE TO FILE FOR REFUND

     Asset#/Exempt Reason Code   133060        133061       133062       133063       133064        133065
                                 133070        133071       133072       133073       133074        133075
                                 133080        133081       133082       133083       133084        133085
                                 133090        133091

                                                                  ** END OF REPORT **
</TABLE>