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			       MASTER LEASING AGREEMENT



			      Dated as of April 15, 1997



				      Among



			 The financial institutions party hereto,


				 as Lessor Parties



			      CBL Capital Corporation,


			    as Agent for the Lessor Parties



				      and



			     The Southland Corporation,


				   as Lessee


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					 Tab 1


<PAGE>

				  TABLE OF CONTENTS

			     (Master Leasing Agreement)





Section                                                                Page
-------                                                                ----

1.     Definitions                                                        1

2.     Agreement for Lease of Equipment                                   6

3.     Delivery                                                           7

4.     Lease Term                                                         9

5.     Rent                                                               9

6.     Use of Equipment                                                  10

7.     Improvements and Repair of Equipment                              11

8.     Insurance                                                         13

9.     Indemnity                                                         14

10.    Sale or Disposition of Equipment; Adjustment of Rent              15

11.    Loss or Destruction of the Equipment                              17

12.    Surrender of Equipment                                            18

13.    Events of Default                                                 18

14.    Rights of Lessor upon Default of Lessee; Allocation of Proceeds   19

15.    Equipment To Be and Remain Personal Property                      21

16.    Purchase of Equipment; Extended Term                              22

17.    Finance Lease Status                                              22

18.    Disclaimer of Warranties                                          23



				       i



<PAGE>

				  TABLE OF CONTENTS


				     (Continued)





Section                                                                 Page
-------                                                                 ----

19.    Assignment by Lessor                                               23

20.    Additional Representations and Covenants of Lessee                 24

21.    Facility Fees                                                      25

22.    Agent                                                              25

23.    Miscellaneous                                                      27

	 -         Signature Lines                                        29

	 -         Exhibit A







				       ii


<PAGE>

				MASTER LEASING AGREEMENT


     Master Leasing Agreement, dated as of April 15, 1997 by and among The 
Southland Corporation (herein called "Lessee"), the financial institutions 
from time to time party hereto as "Lessor Parties" (as defined herein) and 
CBL Capital Corporation of Foster City, California ("CBL") as Agent for the 
Lessor Parties.

     In consideration of the mutual covenants hereinafter contained, Lessor 
Parties, Agent and Lessee agree as follows:

     1.     DEFINITIONS.  As herein used:

     (a)    "ACQUISITION COST" of Equipment is an amount equal to the sum of 
the vendor's delivered price, dealer's delivery and handling charges, the 
cost of any original equipment which may be added, excise tax on the 
Equipment, any applicable sales and use taxes, expenses of installation and 
freight, and other expenses required to effect delivery of the Equipment to 
Lessee which amount may include research and development costs, software 
development costs, engineering, training, installation and any labor costs 
associated therewith subject to capitalization for the Software Equipment, 
less purchase discounts obtained.

     (b)    "AGENT" shall mean CBL Capital Corporation, in its separate 
capacity as Agent for the Lessor Parties hereunder, together with any 
successor agent appointed in accordance with the terms hereof.

     (c)    The "AGGREGATE AMORTIZATION" of any Equipment is an amount equal 
to the sum total of the Quarterly Amortization Figures for each of the 
quarters for which Rent for the Equipment has been paid.

     (d)    "AGGREGATE LEASE LINE" shall mean an amount equal to the Maximum 
Tranche A Value plus the Maximum Tranche B Value provided, however, that 
Lessee shall have the right to reduce the amount of the Aggregate Lease Line 
any time during the Commitment Period upon prior written notice to Agent and 
the Maximum Tranche A Value, the Maximum Tranche B Value and the Tranche A 
Commitment and Tranche B Commitment of each Lessor Party shall be 
proportionally reduced.

     (e)    "ASSIGNMENT CERTIFICATE" shall mean an Assignment Certificate in 
substantially the form of Exhibit A attached hereto evidencing the sale and 
assignment by a Lessor Party and the purchase and acceptance by its assignee 
of the obligations under this Master Leasing Agreement specified therein.

     (f)    "BASE AMOUNT" means, as to any Equipment sold immediately upon 
the expiration of the Non-Cancelable Term, the Acquisition Cost of such 
Equipment, and as to any Equipment sold after the expiration of the Non-
Cancelable Term, the Unamortized Value of such Equipment at the termination 
of its lease term.

     (g)    "BASIC TERM" shall mean as to any item of Equipment the 
amortization period for such Equipment, selected by Lessee and approved by 
Agent, as stated in the applicable Individual Leasing Record.  Lessee shall 
select amortization periods based on the following table:

		TYPE OF EQUIPMENT                          NO. OF QUARTERS
		-----------------                          ---------------
	Equipment listed in Subsection 1(m)                     20


				       1



<PAGE>

     In determining the Basic Term of Equipment, the anticipated useful life 
of such Equipment as it will be used by Lessee shall be considered, and upon 
request, Lessee will furnish Agent with information with respect thereto.

     (h)    "COMMITMENT PERIOD" shall mean the period commencing on July 1, 
1997 (the "COMMITMENT START DATE") and continuing through and including 
January 4, 1999 provided, however, that Lessee may terminate the Commitment 
Period on any earlier date upon prior written notice to Agent.

     (i)    (1)    "CONTINGENT RENT" shall mean the amount by which the 
proceeds of sale of the Equipment pursuant to Section 10 of this Master 
Leasing Agreement are less than they would have been because of abuse, 
damage, extraordinary wear and tear or excessive usage or because the 
Equipment has not been maintained in accordance with the provisions of 
Sections 6 and 7 hereof.  In the event Agent and Lessee cannot agree on the 
amount of Contingent Rent due, if any, they shall utilize the appraisal 
procedure provided for in Section 10, with the consequences set forth 
therein.

	    (2)    If the sale proceeds of the Equipment transmitted to 
Agent are less than the Unguaranteed Residual, Lessee shall, in addition, be 
obligated to pay, and shall pay to Agent, the amount (if any) of Contingent 
Rent with respect to the Equipment as is then determined in accordance with 
Subsection 1(i)(1), provided, however, that the amount of any Contingent 
Rent will not be greater than the amount by which the Unguaranteed Residual 
exceeds such proceeds of sale.

     (j)    "CREDIT AGREEMENT" means the Credit Agreement, dated as of 
February 27, 1997, among The Southland Corporation, Citibank N.A., as 
Administrative Agent, The Sakura Bank Limited, New York Branch, as Co-Agent 
and the financial institutions party thereto, as Senior Lenders, as the same 
may be amended, renewed, or restated from time to time; PROVIDED, HOWEVER, 
that if at any time the Credit Agreement is terminated or Lessee ceases to 
have a right to borrow or maintain borrowings thereunder, "CREDIT AGREEMENT" 
shall mean the Credit Agreement in effect at the time such agreement was 
terminated or Lessee ceased to have such rights.

     (k)    "CREDIT AGREEMENT COVENANTS" means each of the covenants set 
forth in Article IX of the Credit Agreement (or any successor and/or similar 
provisions thereto contained in the Credit Agreement as amended or waived 
from time to time); PROVIDED, HOWEVER, that the Lessee shall be obligated by 
this Master Leasing Agreement to perform such covenants, for the periods 
stated therein, until payment in full of the Unamortized Value and all other 
amounts due and owing to Agent, on behalf of the Lessor Parties, hereunder; 
and PROVIDED FURTHER that if, at any time, the Credit Agreement is 
terminated or Lessee ceases to have a right to borrow or maintain borrowings 
thereunder, "CREDIT AGREEMENT COVENANTS" shall mean such covenants, for the 
periods stated therein, contained in the Credit Agreement in effect at the 
time such agreement was terminated or Lessee ceased to have such rights.

     (l)    "EFFECTIVE DATE" shall have the meaning specified in Subsection 
4(a) hereof.

     (m)    "EQUIPMENT" means the following types of property owned, co-
owned or licensed or to be owned, co-owned or licensed by Agent, on behalf 
of the Lessor Parties, and leased by Agent, on behalf of the Lessor Parties, 
to Lessee or ordered by Agent for lease to Lessee as provided herein:

	    (i)    new and used inventory management systems including, but 
not limited to, point-of-sale registers, cabinets, batteries, processors, 
printers, display screens, cash drawers,


				       2


<PAGE>

scanners, PAM controllers and hand-held terminals and related general 
application software including installation and any other labor costs 
associated therewith (the "HARDWARE EQUIPMENT"); and

	    (ii)    related software development costs; all manuals, user 
and technical documentation related to the software developed specifically 
for the Lessee; engineering, installation and any and all labor costs 
associated therewith  (the "SOFTWARE EQUIPMENT").

     (n)    "EXTENDED TERM" shall have the meaning specified in Subsection 
16(b) hereof.

     (o)    "FACILITY FEE" shall have the meaning specified in Subsection 
21(a) hereof.

     (p)    "FEDERAL FUNDS RATE" shall mean, for any period, a fluctuating 
interest rate per annum equal for each day during such period to the 
weighted average of the rates on overnight Federal Funds transactions with 
members of the Federal Reserve System arranged by Federal Funds brokers, as 
published for such day (or, if such day is not a Business Day, for the 
immediately preceding Business Day) by the Federal Reserve Bank of New York, 
or, if such rate is not so published for any day which is a Business Day, 
the average of the quotations for such day on such transactions received by 
Agent from three Federal Funds brokers of recognized standing selected by 
Agent.

     (q)    "INDIVIDUAL LEASING RECORD" is a record with respect to 
Equipment setting forth a full description of the Equipment, its Acquisition 
Cost, the location and such other details as the parties may desire and the 
Individual Leasing Record shall be dated on the Effective Date.  As among 
Agent, the Lessor Parties and Lessee the signature of Lessee on an 
Individual Leasing Record shall constitute acknowledgement by Lessee that 
the Equipment has been delivered in good condition and accepted for lease by 
Lessee.  The Individual Leasing Record shall contain a short form of lease 
to be executed by Agent and Lessee.

     (r)    "LESSOR PARTY" shall mean, at any particular time, any person or 
entity who holds a  Tranche A Commitment or a Tranche B Commitment at such 
time, whether as a signatory to this Master Leasing Agreement or pursuant to 
an Assignment Certificate.

     (s)    "LIBOR RATE" shall mean the rate per annum obtained by dividing 
(i) the rate per annum at which deposits in U.S. dollars are offered by 
Citibank, N.A. to prime banks in the London Interbank Market for a period 
equal to three months, as quoted at 11:00 a.m. (London time) two Business 
Days (as such term is defined in Section 5 hereof) prior to the first day of 
the current calendar quarter, by (ii) a percentage equal to 100% minus the 
Reserve Percentage for such one-quarter period.

     (t)    "MAXIMUM TRANCHE A VALUE" shall mean $103,800,000.

     (u)    "MAXIMUM TRANCHE B VALUE" shall mean $11,200,000.

     (v)    "NON-CANCELABLE TERM" shall mean the period beginning with the 
Commitment Start Date and ending three (3) years after the Commitment Start 
Date.

     (w)    "PERMITTED INVESTMENT" means any of the following:

	    (i)    direct obligations of, and obligations fully guaranteed 
by, the United States of America, the Federal Home Loan Mortgage 
Corporation, the Federal National Mortgage


					3


<PAGE>

Association, or any agency or instrumentality of the United States of 
America the obligations of which are backed by the full faith and credit of 
the United States of America;

	    (ii)    book-entry securities, negotiable instruments or 
securities represented by instruments in bearer or registered form 
evidencing demand and time deposits in, certificates of deposits of, 
bankers' acceptances issued by or federal funds sold by any depository 
institution or trust company, incorporated or established under the laws of 
the United States of America or any state thereof and subject to supervision 
and examination by federal and/or state banking authorities, so long as at 
the time of such investment or contractual commitment providing for such 
investment (a) the commercial paper or other short-term unsecured debt 
obligations of such depository institution or trust company have a rating of 
A-1+ and P-1 from Standard & Poors Corporation ("S&P") and Moody's Investors 
Service, Inc. ("Moody's) and, if rated by Fitch Investors Service, Inc. 
("Fitch"), F-1+ or (b) such demand or time deposit or certificate of deposit 
is fully insured by the Federal Deposit Insurance Corporation;

	    (iii)   repurchase obligations with respect to (a) any security 
described in clause (i) above or (b) any other security issued or guaranteed 
by an agency or instrumentality of the United States of America, in either 
case entered into with a depository institution or trust company (acting as 
principal) described in clause (ii) (a) above;

	    (iv)    securities bearing interest or sold at a discount issued 
by any corporation incorporated under the laws of the United States of 
America or any state thereof which have a short-term unsecured debt rating 
of A-1+ and P-1 from S&P and Moody's and, if rated by Fitch, F-1+ at the 
time of such investment;

	    (v)     commercial paper having ratings of at least A-1+ from 
S&P and P-1 from Moody's and, if rated by Fitch, F-1+ from Fitch, at the 
time of such investment; and

	    (vi)    a guaranteed investment contract issued by any insurance 
company or other corporation, PROVIDED that such contract has been assigned 
a rating of A-1+ and P-1 from S&P and Moody's and, if rated by Fitch, F-1+ 
or that the person issuing such contract has short-term unsecured debt 
rating of A-1+ and P-1 from S&P and Moody's, respectively, and, if rated by 
Fitch, F-1+.

     (x)    "QUARTERLY AMORTIZATION FIGURE" for any Equipment for each full 
calendar quarter during the lease of such Equipment is an amount equal to 
the Acquisition Cost of the Equipment divided by the number of quarters in 
the Basic Term for such Equipment.  

     Quarterly amortization shall be taken at the close of business of the 
last day of each full calendar quarter of the lease of the Equipment until 
the Unamortized Value of the Equipment has reached zero.

     (y)    "RENT" for any Equipment for any full calendar quarter during 
the term of the lease of such Equipment will be the sum of the Quarterly 
Amortization Figure for such Equipment, plus Tranche A Rent plus Tranche B 
Rent.

     (z)    "REQUISITE LESSOR PARTIES" shall mean Lessor Parties holding in 
the aggregate more than 50% of the Tranche A Percentages and more than 50% 
of the Tranche B Percentages.

     (aa)   "RESERVE PERCENTAGE" shall mean the reserve percentage 
applicable during such calendar quarter under regulations issued from time
to time by the Board of Governors of the Federal


				       


<PAGE>

Reserve System (or any successor) for determining the maximum reserve 
requirement (including, without limitation, any emergency, supplemental or 
other marginal reserve requirement) for a member bank of the Federal Reserve 
System in New York City that Citibank, N.A. is required to maintain with 
respect to liabilities or assets consisting of or including Eurocurrency 
liabilities, having a term equal to one (1) calendar quarter.

     (bb)   "TERMINATION NOTICE DATE" shall mean the date on which a notice 
of termination is required to be delivered pursuant to Section 10 for a 
termination which is to take place immediately upon the expiration of the 
Non-Cancelable Term.

     (cc)   "TRANCHE A COMMITMENT" shall mean, with respect to a Lessor 
Party, the obligation of the Lessor Party to fund purchases of Equipment 
during the Commitment Period pursuant to Section 3 in an amount equal to the 
amount set forth under the Lessor Party's name under the heading "Tranche A 
Commitment" on the signature pages hereof or the signature page of the 
Assignment Certificate by which the Lessor Party became a Lessor Party, as 
applicable, in each case as modified from time to time pursuant to the terms 
of this Master Leasing Agreement or to give effect to any applicable 
Assignment Certificate, provided that the aggregate amounts of all Tranche A 
Commitments of the Lessor Parties shall not exceed the Maximum Tranche A 
Value.

     (dd)   "TRANCHE A PERCENTAGE" shall mean, with respect to a Lessor 
Party, that percentage obtained by dividing the Tranche A Commitment of the 
Lessor Party by the Maximum Tranche A Value or, if different, that 
percentage obtained by dividing (a) the aggregate of all amounts actually 
paid to Agent by a Lessor Party holding a Tranche A Commitment pursuant to 
Section 3(c) hereof minus all amounts actually paid to such Lessor Party in 
respect of amortization by (b) the Tranche A Value as of the date of such 
calculation.

     (dd)   "TRANCHE A RENT" for any Equipment for any full calendar quarter 
during the term of the lease of such Equipment will be an amount computed by 
multiplying the following:

	    (1)    the Tranche A Value at the end of the first day of such 
calendar quarter, by

	    (2)    a fraction having a numerator equal to the number of days 
in such calendar quarter and a denominator of 360, by

	    (3)    a percentage (the "TRANCHE A PERCENTAGE RENTAL FACTOR") 
equal to the sum of 

     (ee)   "TRANCHE A VALUE" shall mean an amount equal to 100% of the 
Unamortized Value of the Software Equipment plus 86% of the Unamortized 
Value of the Hardware Equipment.

     (ff)   "TRANCHE B COMMITMENT" shall mean, with respect to a Lessor 
Party, the obligation of the Lessor Party to fund purchases of Equipment 
during the Commitment Period pursuant to Section 3 in an amount equal to the 
amount set forth under the Lessor Party's name under the heading "Tranche B 
Commitment" on the signature pages hereof or the signature page of the 
Assignment Certificate by which the Lessor Party became a Lessor Party, as 
applicable, in each case as modified from time to time pursuant to the terms 
of this Master Leasing Agreement or to give effect to any applicable 
Assignment Certificate, provided that the aggregate amounts of all Tranche B 
Commitments of the Lessor Parties shall not exceed the Maximum Tranche B 
Value.


				       


<PAGE>

     (gg)   "TRANCHE B ESCROW AMOUNT" shall mean that portion of Lessee 
payments received by Agent in respect of Quarterly Amortization Figures to 
be held in escrow by Agent in accordance with Subsection 5(b)(ii).

     (hh)   "TRANCHE B PERCENTAGE" of a Lessor Party shall be equal to that 
percentage obtained by dividing the Tranche B Commitment of the Lessor Party 
by the Maximum Tranche B Value or, if different, that percentage obtained by 
dividing the aggregate of all amounts actually paid to Agent by a Lessor 
Party holding a Tranche B Commitment pursuant to Section 3(c) hereof minus 
all amounts actually paid to such Lessor Party in respect of amortization by 
(b) the Tranche B Value as of the date of such calculation.

     (ii)   "TRANCHE B RENT" for any Hardware Equipment for any full 
calendar quarter during the term of the lease of such Equipment will be the 
sum of Contingent Rent for such Equipment (if any) plus an amount computed 
by multiplying the following:

	    (1)    the Tranche B Value at the end of the first day of such 
calendar quarter, by

	    (2)    a fraction having a numerator equal to the number of days 
in such calendar quarter and a denominator of 360, by

	    (3)    a percentage (the "TRANCHE B PERCENTAGE RENTAL FACTOR") 
equal to the sum of 

     (jj)   "TRANCHE B VALUE" shall mean an amount equal to 14% of the 
Unamortized Value of the Hardware Equipment.

     (kk)   "UCC" shall mean the Uniform Commercial Code including the 
provisions of the Uniform Personal Property Leasing Act as adopted in the 
applicable state.

     (ll)   "UNAMORTIZED VALUE" of any or all Equipment is the Acquisition 
Cost of such Equipment less its Aggregate Amortization.

     (mm)   "UNGUARANTEED RESIDUAL" shall mean (i) 14% of the Base Amount 
for any or all units of Hardware Equipment and (ii) 0% of the Base Amount 
for any or all units of Software Equipment.

     For purposes of this Master Leasing Agreement, terms used in the Credit 
Agreement and not otherwise defined herein shall have the meanings ascribed 
to such terms in the Credit Agreement (and such defined terms are 
incorporated herein by reference), except that (i) all references therein to 
"Southland" (other than as a party to the Credit Agreement or an agreement, 
instrument or document related thereto) shall be deemed to refer to Lessee, 
and (ii) if at any time the Credit Agreement is terminated or Lessee ceases 
to have a right to borrow or maintain borrowings thereunder, such 
incorporated terms shall have the meanings ascribed to them  in the Credit 
Agreement in effect at the time such agreement was terminated or Lessee 
ceased to have such rights.

     2.     AGREEMENT FOR LEASE OF EQUIPMENT.  (a)   During the Commitment 
Period, subject to the terms and conditions of this Master Leasing 
Agreement, upon execution and delivery by the Lessee of an Individual 
Leasing Record to Agent, Agent, on behalf of the Lessor Parties, shall lease 
(and, with respect to certain components of Software Equipment, sublicense) 
to Lessee such specific units of Equipment as are set forth in such 
Individual Leasing Record provided that such Individual Leasing Record is 
provided in accordance with all of the terms and conditions of this Master 
Leasing Agreement and no Event of Default has occurred and is continuing and
only to the extent of the funds


				       6


<PAGE>

 received by the Agent from the Lessor Parties pursuant to Subsection 3(c) 
hereof.  No Individual Leasing Record shall be effective unless and until 
executed by Agent and in no event shall Lessee execute and deliver to Agent 
an Individual Leasing Record which, if executed and funded by the Lessor 
Parties, would result in the Tranche B Value exceeding $11,200,000 during 
the Commitment Period and in no event shall the aggregate Acquisition Cost 
of the Equipment leased by Agent (on behalf of the Lessor Parties) to Lessee 
during the Commitment Period exceed the Aggregate Lease Line.  All items of 
Equipment shall be acquired for lease hereunder prior to the expiration of 
the Commitment Period.  Upon, or prior to, the expiration of the Commitment 
Period, Lessee shall furnish Agent with a certificate signed by an 
authorized officer of Lessee representing that all Equipment is fully 
operational and is acceptable to Lessee for Lessee's intended use. Agent, 
the Lessor Parties and Lessee hereby declare that this Master Leasing 
Agreement is, and is intended to be, an agreement to lease, and that every 
Individual Leasing Record executed by the Agent (on behalf of the Lessor 
Parties) and the Lessee pursuant to this Master Leasing Agreement shall be 
combined and incorporated into this Master Leasing Agreement and shall be 
treated as a single lease.  Agent (on behalf of the Lessor Parties) has or 
will have title to and will be the owner of the Equipment to be leased 
(subject to the rights of the Lessee's licensors, contract vendors, co-
owners and developers of the Software Equipment as of the date such Software 
Equipment is acquired for lease hereunder), and Lessee does not hereby 
acquire any right, equity, title or interest in the Equipment, except the 
right, as Lessee, to use the same under the terms hereof.  If this Master 
Leasing Agreement is deemed at any time to be one intended as security, 
Lessee agrees that the Equipment shall secure all amounts owed by Lessee to 
Agent and the Lessor Parties as set forth herein.  The parties further agree 
to treat this Master Leasing Agreement and any Individual Leasing Record 
executed pursuant to this Master Leasing Agreement as a lease for accounting 
and commercial law purposes and as a financing arrangement for income tax 
purposes which allows Lessee to claim tax benefits as the owner of the 
Equipment for income tax purposes.

     (b)    LESSEE HEREBY CONFIRMS THAT THIS MASTER LEASING AGREEMENT CANNOT 
BE CANCELED OR TERMINATED, EXCEPT AS EXPRESSLY PROVIDED HEREIN AND THAT 
LESSEE'S OBLIGATION TO PAY RENT, FACILITY FEES AND ANY OTHER AMOUNTS DUE 
HEREUNDER ARE ABSOLUTE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND 
SHALL BE PAID WITHOUT NOTICE OR DEMAND AND WITHOUT ANY ABATEMENT, REDUCTION, 
DIMINUTION, SET OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT DUE OR ALLEGED TO 
BE DUE TO, OR BY REASON OF, ANY PAST, PRESENT OR FUTURE CLAIMS WHICH LESSEE 
MAY HAVE AGAINST AGENT OR ANY LESSOR PARTY OR ANY VENDOR OR MANUFACTURER OF 
THE EQUIPMENT OR ANY PART THEREOF, OR ANY OTHER PERSON OR ANY REASON 
WHATSOEVER.  

     (c)    Agent and the Lessor Parties hereby covenant, on a several 
basis, that, as long as Lessee is not in default hereunder, Lessee shall be 
entitled to the uninterrupted use and quiet enjoyment of the Equipment on 
the terms and conditions herein provided.

     3.     DELIVERY.  (a)  Neither Agent nor any Lessor Party shall be 
liable to Lessee for any failure or delay in obtaining Equipment or making 
delivery thereof.  Upon delivery of Equipment to Lessee and receipt by Agent 
of vendor's invoice (clearly designating Agent, on behalf the Lessor 
Parties, as the owner) certified and approved by Lessee together with an 
Individual Leasing Record with respect to the Equipment, duly executed by 
Lessee and, if requested by Agent, appropriate title papers for such 
Equipment, Agent shall, during the Commitment Period and subject to the 
provisions of this Master Leasing Agreement and provided that no Event of 
Default has occurred and is continuing, execute such Individual Leasing 
Record.  Each Individual Leasing Record for the


				       


<PAGE>

Software Equipment shall be clearly designated as such on the form of such 
Individual Leasing Record and shall not include any Hardware Equipment.  

     (b)    With respect to those invoices for which Lessee shall require 
payment on the first Business Day (as defined in Section 5 below) of a 
calendar quarter, Lessee shall deliver to Agent all Individual Leasing 
Records along with such certified invoices (clearly designating Agent, on 
behalf of the Lessor Parties, as the owner) and a report, in a format 
acceptable to Agent, summarizing the amounts to be funded by no later than 
the 15th calendar day of the month immediately prior to the commencement of 
such calendar quarter (the "CUT-OFF DATE").  Any Individual Leasing Records 
and certified invoices (clearly designating Agent, on behalf of the Lessor 
Parties, as the owner) received by Agent after the Cut-Off Date preceding 
such quarter shall be paid in accordance with the terms and provisions of 
this Section 3 on the first Business Day of the next calendar quarter 
thereafter.  

     (c)    Agent shall deliver to each Lessor Party a copy of each report 
received from Lessee pursuant to Subsection 3(b).  On the first Business Day 
of the calendar quarter immediately following the Cut-Off Date for the 
report occurring during the Commitment Period, provided that the conditions 
specified herein (including that no Event of Default has occurred and is 
continuing) have been satisfied or waived in accordance with the terms 
hereof, each Lessor Party shall deposit with Agent, by wire transfer to 
Agent's account number 3846-9701 at Citibank, N.A., 399 Park Avenue, New 
York,  New York 10043 (reference: Southland), the following amounts by 10:00 
AM Eastern Time:

     (i)    the product of the Lessor Party's Tranche A Percentage 
multiplied by all amounts then payable with respect to Software Equipment; 
plus

     (ii)   the product of the Lessor Party's Tranche A Percentage 
multiplied by 86% multiplied by all amounts then payable with respect to all 
Hardware Equipment; plus

     (iii)  the product of the Lessor Party's Tranche B Percentage 
multiplied by 14% multiplied by all amounts then payable with respect to all 
Hardware Equipment.

After Agent's receipt of the funds described above from the Lessor Parties 
and upon satisfaction of the conditions specified herein (including that no 
Event of Default has occurred and is continuing), Agent shall remit to the 
vendor or, at the request of Lessee, shall wire transfer directly to the 
Lessee amounts payable with respect to the Equipment covered by the 
Individual Leasing Records and Lessee's report.  All wire payments to be 
made by Agent to Lessee pursuant to this Section 3 shall be paid in 
accordance with funding instructions received from Lessee which shall be 
included with each Individual Leasing Record.  Amounts payable with respect 
to Equipment shall equal the vendor's invoice for such Equipment plus 
delivery costs and cost of additions (in each case, as reflected in the 
Individual Leasing Records and Lessee's report), provided that the total 
amount paid by Agent on behalf of the Lessor Parties or reimbursed to the 
Lessee shall not exceed the Acquisition Cost of the Equipment and provided 
that Agent shall have no obligation to pay any amounts with respect to the 
Equipment covered by the Individual Leasing Records which have not been 
received from the Lessor Parties but all such Equipment shall be fully 
subject to the terms and conditions of this Master Leasing Agreement.

     (d)    The failure of any Lessor Party to deposit with Agent the amount 
described in Subsection  3(c) on the first Business Day of each calendar 
quarter during the Commitment Period shall not relieve any other Lessor 
Party of its obligations hereunder to make the amounts described in 
Subsection 3(c) available to Agent on such date.  In the event the 
conditions precedent to disbursements to vendors (or reimbursements to 
Lessee) are not fulfilled or duly waived in


				       


<PAGE>

accordance with Subsection 23(j) as of the applicable funding date, Agent 
shall promptly return, by wire transfer, the amount deposited under 
Subsection 3(c) by each Lessor Party to such Lessor Party.

     (e)    Unless Agent has been notified by any Lessor Party prior to the 
first Business Day of a calendar quarter during the Commitment Period that 
such Lessor Party does not intend to make available to Agent the amount 
described in Subsection 3(c) on such first Business Day, Agent may assume 
that the Lessor Party has made such amount available to Agent on such 
Business Day, and Agent in its sole discretion may, but shall not be 
obligated to, make available to Lessee's vendors or to Lessee, as the case 
may be, a corresponding amount on such Business Day.  If the corresponding 
amount is not in fact made available to Agent by the Lessor Party on or 
prior to such Business Day, the Lessor Party agrees to pay and Lessee agrees 
to repay severally to Agent forthwith on demand such corresponding amount 
together with interest thereon, for each day from the date the amount is 
made available to Lessee or its vendors until the date the amount is paid or 
repaid to Agent, at (i) in the case of Lessee, the interest rate applicable 
to Tranche A Rent or Tranche B Rent as applicable on such Business Day and 
(ii) in the case of the Lessor Party, the Federal Funds Rate.  If the Lessor 
Party shall pay to Agent such corresponding amount, such amount so paid 
shall constitute the Lessor Party's advances to be made on such first 
Business Day, and if both the Lessor Party and Lessee shall have paid and 
repaid such corresponding amount, Agent shall promptly return to Lessee such 
corresponding amount in same day funds.  Nothing in this Subsection 3(e) 
shall be deemed to relieve any Lessor Party of its obligation hereunder to 
advance funds to Agent on the first Business Day of each calendar quarter 
during the Commitment Period in accordance with Subsection 3(c).

     4.     LEASE TERM.  The lease hereunder of Equipment shall be effective 
from the first day of the calendar quarter after which the Equipment was 
delivered to and accepted by Lessee and the Individual Leasing Record shall 
be dated such date (the "EFFECTIVE DATE").  The lease term for each unit of 
Equipment shall be for a period beginning with the Effective Date and ending 
upon the expiration of the Non-Cancelable Term.  At the end of the Non-
Cancelable Term and thereafter, the lease term shall be extended from semi-
annual period to semi-annual period thereafter until terminated, solely as 
provided in Sections 10, 11, 14, 15 or 16 hereof.  Notwithstanding the 
foregoing, the provisions of Section 9 and the first sentence of Section 11 
of this Master Leasing Agreement shall apply as among Agent, the Lessor 
Parties and Lessee with respect to any Equipment from the time the Equipment 
is ordered by Agent pursuant to a request from Lessee.

     5.     RENT.  (a)  Lessee shall pay to Agent Rent and the Facility Fee 
quarterly in arrears on the 25th day of the third month in the current 
calendar quarter.  If Agent shall not receive payment of Rent or the 
Facility Fee when due hereunder, Lessee shall pay a late payment charge to 
Agent, on behalf of the Lessor Parties, on such late payment at a rate equal 
to the Tranche B Percentage Rental Factor (as provided in Subsection 
1(ii)(3)) plus 2% per annum (but in no event shall such rate be greater than 
that rate permitted by applicable law) for the period during which such late 
payment remains due and unpaid.  Lessee shall pay all amounts due to Agent, 
on behalf of the Lessor Parties, hereunder as one payment each quarter.  
Invoices from Agent shall be rendered within a reasonable period of time 
after the Rent and the Facility Fee can be determined.  Such invoices shall 
cover the computation of Rent and the Facility Fee and other payments due 
hereunder for the calendar quarter, adjustments to the preceding calendar 
quarter's Rent resulting from commencement or termination of the lease of 
any Equipment during such calendar quarter and other appropriate items, if 
any.  All payments of Rent and the Facility Fee and all other payments made 
by Lessee to Agent pursuant to this Master Leasing Agreement shall be paid
to Agent, on behalf of the Lessor Parties, in lawful money of the United 
States in immediately available funds by wire transfer to Agent's Account 
No. 3846-9701 at Citibank, N.A., 399 Park Avenue, New York, New York  10043.  
If the date for the payment or determination of Rent and the Facility Fee 
shall not occur on a day when banks in New


				       


<PAGE>

York, New York are generally open for business ("BUSINESS DAY"), such 
payment shall be due and such determination shall be made on the immediately 
preceding Business Day.

     (b)    All payments in respect of Rent and Facility Fees payable 
pursuant to this Section 5 shall be paid by Agent to the Lessor Parties one 
(1) Business Day after receipt of such amounts from Lessee and shall be 
allocated among the Lessor Parties entitled thereto as follows:

	    (i)    an amount equal to the sum of (A) 86% of that portion of 
the Rent payment which is paid in respect of the Facility Fee and the 
Quarterly Amortization Figures for Hardware Equipment and 100% of that 
portion of the Rent payment which is paid in respect of the Quarterly 
Amortization Figures for Software Equipment plus (B) all Tranche A Rent 
included in the Rent payment and all late fees or charges in respect of 
Tranche A Rent shall be allocated among the Lessor Parties as are entitled 
thereto, in proportion to their respective Tranche A Percentages; and

	    (ii)   an amount equal to the sum of (A) 14% of that portion of 
the Rent payment which is paid in respect of  Quarterly Amortization Figures 
for Hardware Equipment and the Facility Fee plus (B) all Tranche B Rent 
included in the Rent payment and all late fees or charges in respect of 
Tranche B Rent shall be allocated among the Lessor Parties as are entitled 
thereto, in proportion to their respective Tranche B Percentages, provided 
that (1) until the Termination Notice Date (or, if notice of termination is 
delivered on the Termination Notice Date in accordance with Section 10, 
until the expiration of the Non-Cancelable Term and the application by Agent 
of the sale proceeds of the Equipment), all Lessee payments received by 
Agent in respect of Quarterly Amortization Figures which are otherwise 
allocable under this Section 5(b)(ii) to Lessor Parties in accordance with 
their Tranche B Percentages shall be retained by Agent in escrow in a 
separate account at Citibank, N.A. designated for that purpose and (2) if no 
notice of termination is delivered on the Termination Notice Date, the 
Tranche B Escrow Amount then held by Agent shall be allocated among the 
Lessor Parties in proportion to their respective Tranche B Percentages.

     (c)    The Lessor Parties hereby agree that Agent shall have the right 
to invest the Tranche B Escrow Amount in Permitted Investments.  Agent shall 
pay all interest earned by the Tranche B Escrow Amount to CBL quarterly to 
reimburse CBL for amounts paid to the other Lessor Parties holding Tranche B 
Commitments pursuant to any letter agreement related thereto.

     (d)    All payments due to Agent from Lessee under this Master Leasing 
Agreement shall be paid to Agent by 11:00 AM Eastern Time via wire transfer 
on the date due.  Any such payments received by Agent after 11:00 AM Eastern 
Time shall be treated as having been received by Agent on the next 
succeeding Business Day.

     6.     USE OF EQUIPMENT.  (a) Agent, the Lessor Parties and Lessee 
hereby acknowledge and agree that the Equipment leased hereunder shall at 
all times be the sole and exclusive property of  Agent as agent for the 
Lessor Parties (subject to the rights of the Lessee's licensors, contract 
vendors, co-owners and developers of the Software Equipment as of the date 
such Software Equipment is acquired for lease hereunder), and Lessee shall 
have no right, title or property therein but only the right to use the same 
as Lessee as herein provided.  So long as Lessee is not in default in any 
obligation to Agent or any Lessor Party relating to this Master Leasing 
Agreement, Lessee may use the Equipment in the regular course of its 
business or the business of any subsidiary, affiliate, franchisee or
licensee of Lessee and may permit others to use same for any lawful purpose.  
Such use shall be confined to the United States.  Lessee shall promptly and 
duly execute, deliver, file and record all such documents, statements, 
filings and registrations, and take such further action as Agent


				      1


<PAGE>

shall from time to time reasonably request in order to establish, perfect 
and maintain Agent's title to and interest in the Equipment as against 
Lessee or any third party.  Lessee shall provide Agent with notice in 
writing of any change in the principal location of any unit of Equipment 
from one taxing jurisdiction to another within fifteen (15) days of any such 
change, of any change in the primary business address of Lessee in any 
particular jurisdiction or of any change in the legal name or business 
structure of the Lessee.  Notwithstanding the foregoing, no such changes of 
location shall be undertaken unless and until all legal requirements shall 
have been met or obtained.  Upon Agent's request, Lessee shall advise Agent 
in writing where all Equipment leased hereunder as of such date is 
principally located, or with respect to Software Equipment, in use.  Lessee 
shall not use any Equipment or allow the same to be used for any unlawful 
purpose.  Lessee shall use every reasonable precaution to prevent loss or 
damage to Equipment and to prevent injury to third persons or property of 
third persons.  Lessee shall cooperate fully with Agent and all insurance 
companies providing insurance under Section 8 hereof in the investigation 
and defense of any claims and suits.  Lessee shall substantially comply and 
shall cause all persons operating Equipment to substantially comply with all 
insurance policy conditions and shall comply with all applicable statutes, 
decrees, ordinances and regulations regarding acquiring, titling, 
registering, leasing, insuring, using, operating, and disposing of 
Equipment, including all local, state and federal environmental laws and 
regulations of whatever kind which relate in any way to the use of the 
Equipment, and the licensing of operators thereof except where the failure 
to so comply would not have a material adverse impact on Agent or any Lessor 
Party.  Agent, upon direction from the Requisite Lessor Parties, or any 
authorized representative of Agent, upon direction from the Requisite Lessor 
Parties, may during reasonable business hours from time to time inspect 
Equipment wherever the same be located.  If necessary or advisable under 
applicable law, Lessee shall attach to each unit of Hardware Equipment in a 
place designated by Agent (or if no such place has been designated, in a 
prominent place), a sign, stencil, plaque, or legend disclosing the 
ownership of Agent on behalf of the Lessor Parties and the interest of any 
mortgagee or assignee in such Equipment.

     (b)    Agent shall have the right to make any security filings 
necessary or desirable to protect the interests of Agent and the Lessor 
Parties in the Equipment, including, but not limited to, UCC personal 
property filings, and shall have the right to make UCC personal property 
filings without the Lessee's signature where authorized by law.  Lessee 
shall cooperate with Agent and shall pay all costs and expenses incurred by 
Agent in completing and making all such filings.

     (c)    LESSEE SHALL NOT, WITHOUT PRIOR WRITTEN CONSENT OF AGENT , 
SUBLEASE ANY EQUIPMENT NOR PERMIT, OR SUFFER TO EXIST, ANY LIEN OR 
ENCUMBRANCE OTHER THAN THE RIGHTS OF THE LESSEE'S LICENSORS, CONTRACT 
VENDORS, CO-OWNERS AND DEVELOPERS OF THE SOFTWARE EQUIPMENT AS OF THE DATE 
SUCH SOFTWARE EQUIPMENT IS ACQUIRED FOR LEASE HEREUNDER AND THOSE PLACED 
THEREON BY AGENT OR BY PERSONS CLAIMING ONLY AGAINST AGENT AND NOT AGAINST 
LESSEE, NOR SHALL LESSEE ASSIGN ANY RIGHT OR INTEREST HEREIN OR IN ANY 
EQUIPMENT, PROVIDED, HOWEVER, THAT LESSEE MAY SUBLET EQUIPMENT TO ANY 
SUBSIDIARY, AFFILIATE, FRANCHISEE, LICENSEE, OFFICER OR EMPLOYEE OF LESSEE, 
OR TO ANY CONTRACTOR FOR USE IN PERFORMING WORK FOR LESSEE, PROVIDED THAT 
SUCH SUBLETTING SHALL IN NO WAY AFFECT THE OBLIGATIONS OF LESSEE HEREUNDER, 
OR THE RIGHTS OF AGENT OR ANY LESSOR PARTY HEREUNDER.  THE RIGHTS OF THE 
LESSEE TO ASSIGN ITS INTEREST AS LESSEE HEREUNDER, AS DESCRIBED IN SECTION 
303 OF THE LEASING ARTICLE OF THE UCC, ARE HEREBY WAIVED BY LESSEE.
7.     IMPROVEMENTS AND REPAIR OF EQUIPMENT.  (a)  Lessee shall pay all 
costs, expenses, fees and charges incurred in connection with the use and 
operation of Equipment during the lease thereof.


				      1


<PAGE>

Lessee shall at all times, at its own expense, keep Equipment in good 
condition and repair, and in good and efficient working order, consistent 
with prudent industry practice (but in any event to the same extent that the 
Lessee would, in the prudent management of its properties, maintain similar 
equipment if owned or leased by the Lessee if such standard is a higher 
standard than prudent industry practice) reasonable wear and tear only 
excepted.  This provision shall apply regardless of the cause of damage and 
all risks with respect thereto are assumed by Lessee.  At its own expense, 
Lessee shall supply and replace all parts to the Hardware Equipment and 
shall supply the necessary power and other items required in the operation 
of the Equipment.  At its own expense, Lessee shall make all additions, 
modifications and improvements to each unit of Equipment required by 
applicable law, ordinance or regulation and, upon termination, Lessee shall 
correct or cause to be corrected, all known errors or defects (other than 
those defects which are inherently characteristic and common to all such 
Equipment and which cannot reasonably be corrected by Lessee) in the 
Equipment.  In addition, all user and technical documentation, operating 
logs, error records, and other materials reasonably necessary to maintain 
the integrity and performance of the Equipment shall be kept current by 
Lessee.  Updated backup copies of the Software Equipment shall be made by 
Lessee on a regular basis and stored in a secure manner in accordance with 
prudent industry practices.  The Lessee, upon request by Agent, shall 
provide Agent with a written description of such backup procedures and a 
list of all storage locations.  The Lessee shall replace all parts of the 
Hardware Equipment that become worn out, lost, stolen, destroyed, damaged 
beyond repair or otherwise rendered permanently unfit for use with 
replacement parts each of which shall meet the original performance 
specifications and maintain the functionality of the part being replaced.  
In addition, Lessee shall, at its sole expense, be responsible for the 
removal, de-installation, crating, wrapping, labeling, transportation, 
storage, insurance, shipping and all other expenses of conveyance including, 
but not limited to, licensing fees and/or patent fees, to a third party in 
accordance with any recommendations of any manufacturer or vendor with 
respect to similar new equipment if any lease of Equipment is terminated and 
the Equipment is not thereupon purchased by the Lessee.  Such removal and 
de-installation of the Hardware Equipment from a facility shall occur 
without liability to Agent, to any Lessor Party or to a third party owner or 
mortgagee of such facility, or to any person claiming through or under 
Lessee, for damage or loss caused by such removal or de-installation. If the 
lease of Hardware Equipment is terminated and such Equipment is not 
thereupon purchased by the Lessee, the Hardware Equipment shall be 
completely operational and fully functional.  Upon termination, the Hardware 
Equipment shall be free of any marks, scratches or dents and shall be 
repainted, refurbished and refinished to a like new condition, reasonable 
wear and tear only excepted.  Lessee shall be responsible for the delivery 
of such Equipment to any location in the continental United States, as 
directed by Agent.  If the lease of such Equipment is terminated and such 
Equipment is not thereupon purchased by the Lessee, Lessee shall also be 
responsible for the re-installation of such Equipment, in a manner 
consistent with the original installation by Lessee at Lessee's premises, at 
the premises of a third party purchaser which shall include, but not be 
limited to, the reasonable cabling, wiring and restoring of such Equipment 
and all components thereof to a condition such that such Equipment will meet 
all performance specifications and have a level of functionality so as to be 
a reasonable substitute for a new unit of the same type of equipment.  All 
operating manuals, plans, specifications, operating logs, maintenance and 
error records, warranties, user and technical documentation shall be 
provided (in English) in the event of any termination and sale to a third 
party, and the Equipment must be provided to such third party in its 
original packaging or its equivalent, with instructions and warranties (in 
English).  All improvements and additions to any of the Equipment shall 
become and remain the property of Agent (except for the rights of the 
Lessee's licensors, contract vendors, co-owners and developers of the 
Software Equipment), except that any improvements or additions for which the 
Lessor Parties have not made a payment under Section 3 of this Master 
Leasing Agreement, which constitute severable improvements and which when


				      1


<PAGE>

attached to or removed from the Equipment will not diminish the value or 
usefulness of such Equipment, shall become and remain the property of 
Lessee.

     (b)    In addition, with respect to the Software Equipment, if the 
lease of such Equipment is terminated and such Equipment is not thereupon 
purchased by Lessee, the following conditions, to be met at the sole cost 
and expense of the Lessee, shall also apply to such Equipment:

	    (i)     The Software Equipment shall be completely operational 
and fully functional, and capable of working on then available computer 
hardware without degradation of performance;

	    (ii)    The Software Equipment shall be certified free of 
latent, embedded or consistent errors and shall have been tested for the 
absence of software viruses no earlier than thirty (30) days prior to 
termination;

	    (iii)   The Software Equipment shall be upgraded to the latest 
generation of its product line;

	    (iv)    The sale of the Software Equipment shall be to a 
qualified independent third party end user utilizing the Software Equipment 
for its intended use and not to the co-developer of the Software Equipment 
or an affiliate thereof unless such co-developer shall agree to pay fair 
market value, as determined by an independent appraiser approved by the 
Agent and Lessee, assuming an arm's length transaction with sale to a bona 
fide third party end user.  All fees and expenses of the appraiser shall be 
borne by Lessee;

	    (v)     Lessee shall be responsible for testing and end user 
training;

	    (vi)    The completeness of documentation, the integrity of the 
Software Equipment and the requirement of meeting performance specifications 
shall be certified by an independent Software Equipment consultant 
satisfactory to the Agent, at Lessee's expense; and

	    (vii)   Such other terms and conditions as may be necessary and 
advisable to render the Software Equipment serviceable on a commercially 
reasonable basis to an end user, as advised by Agent's equipment management 
group, and subject to the mutual agreement of the Requisite Lessor Parties.

     8.     INSURANCE.  Lessee shall, at its own expense, with respect to 
Equipment maintain insurance insuring the respective interests of Agent, the 
Lessor Parties and Lessee and covering (i) physical damage to Equipment and 
(ii) liability for personal injury, death and property damage resulting from 
the operation, ownership, use and possession of Equipment.  Policies 
covering physical damage risks shall be in an amount equal to the 
Unamortized Value of the Hardware Equipment or in an amount equal to 
$50,000,000, whichever is less.  Lessee shall maintain third-party liability 
insurance covering personal injury, death and property damage liability as a 
result of one accident in the same amount as that insurance coverage 
maintained by Lessee with respect to Lessee's owned equipment of the same 
types as the Equipment leased hereunder, but in no event shall such coverage 
be less than $25,000,000.  All policies covering physical damages risks and 
all third party liability insurance required hereunder shall be subject to 
the same self-insured retention or deductible amounts as are applicable to 
Lessee's owned equipment of the same types as the Equipment leased 
hereunder; provided, however, that if any such self-insured retention amount 
is greater than $1,000,000 (or $2,000,000 with respect to earthquake and 
coastal winds damage coverage only), Lessee may self-insure only such 
portions of the foregoing coverage as Agent and the Requisite Lessor Parties
may


				      1


<PAGE>

approve in writing.  Agent, on behalf of the Lessor Parties, shall be named 
as an additional insured as its interest may appear and loss payee in all 
insurance policies required under this Section.  All such policies shall 
provide for at least thirty (30) days' written notice to Agent of any 
cancellation or material alteration of such policies.  Lessee shall furnish 
Agent certificates or other evidence satisfactory to Agent of compliance by 
Lessee with the provisions hereof, but neither Agent nor any Lessor Party 
shall be under any duty to examine such certificates or to advise Lessee in 
the event its insurance is not in compliance herewith. Lessee covenants that 
it will not use or operate or permit the use or operation of any Equipment 
at any time when the insurance required by this Section is not in force with 
respect to such Equipment.  Lessee's obligation to maintain insurance with 
respect to any Equipment shall commence on the actual day of delivery of the 
Equipment and shall continue until the Equipment is sold or the lease of the 
Equipment terminates, whichever is sooner.

     9.     INDEMNITY.

     (a)    Lessee agrees to indemnify and hold harmless Agent, each Lessor 
Party, any employee of Agent or any Lessor Party and any parent, subsidiary 
or affiliate of Agent or any Lessor Party (each an "INDEMNITEE") against any 
and all claims, demands and liabilities of whatsoever nature (including all 
negligence, tort and strict liability claims), judgments, suits and all 
legal proceedings, and all costs and expenses (including litigation expenses 
and attorney's fees) relating to or in any way arising out of:

	    (i)     the selection, manufacture, purchase, acceptance, 
ownership, ordering, delivery, non-delivery, acquisition, making of payments 
(by electronic transfer, check or other means), rejection, installation, 
possession, leasing, titling, registration, re-registration, custody by 
Lessee of title and registration documents, use, non-use, misuse, operation, 
condition, servicing, maintenance, transportation, repair, improvement, 
alteration, replacement, storage, control or disposition of Equipment leased 
or requested by Lessee to be leased hereunder, except to the extent that 
such costs are included in the Acquisition Cost of such Equipment within the 
dollar limit provided in Section 2 hereof (or within any change of such 
limit agreed to in writing by Agent, each Lessor Party and Lessee) and 
except for any general administrative or overhead expenses of Agent;

	    (ii)    all recording and filing fees, stamp taxes and like 
expenses with respect to security filings on the Equipment incurred by Agent 
or any Lessor Party;

	    (iii)   all costs, charges, damages or expenses for royalties 
and claims and expenses arising out of or necessitated by the assertion of 
any claim or demand based upon any infringement or alleged infringement of 
any patent or other right, by or in respect of any Equipment provided, 
however, that Agent will to the extent permissible make available to Lessee, 
Agent's rights under any similar indemnification arising by contract or 
operation of law from the manufacturer of Equipment;

	    (iv)    all federal, state, county, municipal, foreign or other 
fees and taxes of whatsoever nature, including but not limited to license, 
qualification, franchise, sales, use, gross receipts, ad valorem, business, 
property (real or personal), excise and occupation fees and taxes, and 
penalties and interest thereon, whether assessed, levied against or payable 
by Agent or any Lessor Party or otherwise (unless such penalties or interest 
are due solely to  the gross negligence or willful misconduct of Agent or 
any Lessor Party in failing to make certain tax filings and payments for 
which Agent or the Lessor Party has reasonable notice and sufficient 
information from Lessee), with respect to Equipment or the acquisition, 
purchase, sale, rental, use, operation, control, ownership or disposition of 
Equipment or


				      1


<PAGE>

measured in any way by the value thereof or by the business of, investment 
in, or ownership by Agent or any Lessor Party with respect thereto, 
excepting only net income taxes on the net income of Agent or a Lessor Party 
determined substantially in the same manner as net income is presently 
determined under the Federal Internal Revenue Code, and any excise, sales or 
use taxes included in the Acquisition Cost of the Equipment; 

	    (v)     any action or suit for collection or enforcement of this 
Master Leasing Agreement by Agent or a Lessor Party, any violation, or 
alleged violation, by Lessee of this Master Leasing Agreement or of any 
contracts or agreements to which Lessee is a party or by which it is bound, 
or any laws, rules, regulations, orders, writs, injunctions, decrees, 
consents, approvals, exemptions, authorizations, licenses and withholdings 
of objection, of any governmental or public body or authority and all other 
requirements having the force of law applicable at any time to Equipment or 
any action or transaction by Lessee with respect thereto or pursuant to this 
Master Leasing Agreement, including, but not limited to, any costs, expenses 
or liabilities arising from the violation of any local, state or federal 
environmental laws or regulations of whatever kind which relate in any way 
to the use of the Equipment;

	    (vi)    tort claims of any kind (whether based on strict 
liability or otherwise) including claims for injury to or death of persons 
(including Lessee's employees) and for damage to property related directly 
or indirectly in any way to the ownership, maintenance, use and operation of 
any Equipment; or

	    (vii)   claims related in any way to the acknowledgment by Agent 
and the Lessor Parties of the rights of Lessee's licensors, contract 
vendors, co-owners and developers of the Software Equipment.

     (b)    Lessee shall forthwith upon demand reimburse each Indemnitee for 
any sum or sums expended with respect to any of the foregoing, or shall pay 
such amounts directly upon request from Agent.  Upon satisfaction of 
Lessee's obligations to indemnify an Indemnitee pursuant to Section 9(a), 
Lessee shall be subrogated to the rights of the Indemnitee in the affected 
transaction and shall have a right to determine the settlement of claims 
therein so long as such settlement does not conflict with the interests of 
any Indemnitee.  The foregoing indemnity in this Section shall survive the 
expiration or earlier termination of this Master Leasing Agreement or any 
lease of Equipment hereunder.

     (c)    If any claim is made or action commenced against Agent or any 
Lessor Party for death, personal injury or property damage resulting from 
the ownership, maintenance, use or operation of any Equipment, the 
applicable Lessor Party shall promptly notify Agent (and thereupon, Agent 
shall promptly notify Lessee thereof) and forward to Agent and Lessee a copy 
of every demand, notice, summons or other process received in connection 
therewith.  Lessee hereby agrees that it shall fully defend and indemnify 
each Indemnitee and handle all aspects of any such claim or action.  Lessee 
further agrees to keep Agent reasonably informed as to the progress of any 
such claim or action.  Agent, on behalf of the Agent and the Lessor Parties, 
and at Lessee's expense, shall have the right to arrange for a separate 
defense against any such claim or action if, in Agent's or the Requisite 
Lessor Parties' reasonable discretion, the Agent or the Requisite Lessor 
Parties believe that a separate defense would be in their best interests.  
In addition, each Indemnitee shall have the right to arrange for its own 
defense against any such claim or action if, in such Indemnitee's reasonable 
discretion, such Indemnitee believes a separate defense would be in its best 
interests provided, however, that any such defense shall be at such 
Indemnitee's sole expense.

     10.    SALE OR DISPOSITION OF EQUIPMENT; ADJUSTMENT OF RENT.  (a)  
After the expiration of the Non-Cancelable Term and on each semi-annual 
anniversary date thereafter, if the Equipment has


				      1


<PAGE>

become no longer useful in Lessee's business, and provided that Lessee is 
not in default hereunder, Lessee may arrange for the termination of the 
lease of the Equipment in the manner and with the consequences hereinafter 
set forth.  Lessee shall deliver written notice to Agent one (1) year and 
one (1) day prior to any termination which is to take place immediately upon 
the expiration of the Non-Cancelable Term and shall deliver written notice 
to Agent six (6) months prior to any other termination under this Section 
10, signed by an authorized officer of Lessee, identifying the proposed sale 
price and the terms of the proposed sale.  Any such notice shall constitute 
a certificate of Lessee that the Equipment has become no longer useful in 
Lessee's business.  After delivery of any such notice, Lessee, on behalf of 
and in cooperation with Agent, shall proceed directly with negotiating the 
sale or disposition of the Equipment to a third party unrelated to Agent, 
any Lessor Party or Lessee and Agent shall execute and transmit to Lessee 
all papers needed to effectuate such sale or disposition.  In arranging such 
sale or disposition of the Equipment pursuant to this Section 10, Lessee 
shall use its best efforts to obtain sale proceeds not less than the 
Equipment's retail fair market value, delivered to a single, bonafide 
purchaser/user unrelated to Lessee, intending to use the Equipment for its 
original function.  If the Lessee and the Agent cannot agree upon such fair 
market value or values, they shall appoint a qualified independent appraiser 
to determine the amount and his decision shall be final; and, if the Lessee 
and the Agent are unable to agree on a single qualified independent 
appraiser, each shall appoint one qualified independent appraiser and the 
two so appointed shall, if they are unable to agree on the fair market 
value, jointly name a third, in which event the decisions of a majority of 
the appraisers as to the fair market value shall be final.  All fees and 
expenses of the appraiser(s) shall be borne by Lessee.  If the proposed sale 
price specified in such notice is less than the Unguaranteed Residual of the 
Equipment, Lessee shall not proceed to sell the Equipment until it has 
received the consent of Agent and each Lessor Party holding a Tranche B 
Commitment, which consent shall not be unreasonably withheld.

     Lessee shall cause the sale proceeds of the Equipment to be transmitted 
promptly to Agent on behalf of the Lessor Parties.  The lease of the 
Equipment and Lessee's obligation to pay Rent shall continue until such sale 
proceeds and additional Rent, if any, are received by Agent and shall 
thereupon terminate.  If the sale proceeds of the Equipment are less than 
the Unamortized Value of the Equipment at the time of the termination of the 
lease of the Equipment hereunder, Lessee shall forthwith pay as additional 
Rent an amount equal to such deficiency.  If the sale proceeds of the 
Equipment received by Agent are more than the Unamortized Value of the 
Equipment at the time of the termination of the lease of the Equipment 
hereunder, Agent, in consideration of Lessee's agreement hereunder to 
repair, maintain and insure the Equipment, shall forthwith pay to Lessee or, 
at the option of Lessee, credit Lessee's account in an amount equal to the 
difference between said sale proceeds and said Unamortized Value.  If for 
any calendar quarter funds are payable by Agent to Lessee under this 
Section, the amount so payable may be deducted by Lessee from funds payable 
during the same calendar quarter by Lessee for Rent of Equipment.

     Notwithstanding the foregoing, if the sale proceeds of the Equipment 
are less than the Unamortized Value of the Equipment but equal to or greater 
than the Unguaranteed Residual of the Equipment, Lessee shall at the same 
time pay Agent, on behalf of the Lessor Parties, a sum equal to the 
difference between the amount of the sale proceeds and the Unamortized 
Value.  If the sale proceeds of the Equipment plus Contingent Rent are less 
than the Unguaranteed Residual of the Equipment Lessee shall at the same 
time pay Agent, on behalf of the Lessor Parties, a sum equal to the 
Unamortized Value of the Equipment less the Unguaranteed Residual of the 
Equipment.  Any sale proceeds of Equipment in excess of the Unamortized 
Value of the Equipment after the expiration of the lease terms of all 
Equipment will be for the account of Lessee.

     The term "sale proceeds" for purposes of this Master Leasing Agreement 
shall mean the gross purchase price paid by the purchaser, without charge or 
reduction in any manner on account of any


				      1


<PAGE>

costs or expenses of sale, removal, transportation, repair, storage, 
delivery or similar costs or expenses, and all of such costs and expenses 
(if any) shall be borne by Lessee.

     (b)    If Lessee shall, pursuant to the provisions of Section 16(a) 
hereof, exercise an option to purchase the Equipment, such purchase shall be 
subject to the specific terms and conditions set forth in the second 
paragraph of Subsection 10(a) above and the term "sale proceeds" used in 
that paragraph shall be deemed to refer to the purchase price of the 
Equipment paid by Lessee.

     (c)    If Lessee chooses to terminate the lease of the Equipment 
pursuant to this Section 10, the Lessee shall terminate the lease of all 
Equipment and shall dispose of the Equipment and all related equipment 
constituting an integrated system at each of the locations at which the 
Equipment has been installed.  In addition, if Lessee shall terminate the 
lease of any Software Equipment pursuant to the terms and provisions of 
Section 10 hereof, Lessee shall be responsible to obtain the prior written 
consent of the appropriate licensors, contract vendors, co-owners and 
developers of the Software Equipment.

     (d)    All sale proceeds or Contingent Rent received by Agent pursuant 
to this Section 10 (in an amount no greater than the Unamortized Value of 
all Equipment leased hereunder) shall be paid by Agent to the Lessor Parties 
one (1) Business Day after receipt of such amounts, and shall be allocated 
as follows:

	    (i)     FIRST, to pay the Unamortized Value of the Equipment in 
an amount up to the Tranche B Value, which payment shall be allocated among 
the Lessor Parties in accordance with their respective Tranche B 
Percentages; and

	    (ii)    SECOND, to pay the remaining Unamortized Value of the 
Equipment, which payment shall be allocated among the Lessor Parties in 
accordance with their respective Tranche A Percentages.

     Any amounts received by Agent from Lessee as additional Rent pursuant 
to the second and third paragraphs of Subsection 10(a) shall be allocated 
among the Lessor Parties in accordance with their respective Tranche A 
Percentages.

     (e)    In the event the lease of the Equipment is terminated 
immediately upon expiration of the Non-Cancelable Term in accordance with 
this Section 10 and the payments received by Agent from Lessee when added to 
the sales proceeds due to the Lessor Parties pursuant to Subsection 
10(d)(ii) above are not sufficient to pay in full the Tranche A Value, Agent 
shall pay the Tranche B Escrow Amount to the Lessor Parties in accordance 
with their respective Tranche A Percentages until the Tranche A Value is 
paid in full.  In the event Lessee does not deliver a notice of termination 
on the Termination Notice Date, Agent shall, on the first Business Day 
following the Termination Notice Date, pay the Tranche B Escrow Amount to 
the Lessor Parties in accordance with their respective Tranche B 
Percentages.

     11.    LOSS OR DESTRUCTION OF THE EQUIPMENT.  Lessee hereby assumes all 
risks of loss or damage to the Equipment howsoever the same may be caused.  
Lessee shall notify Agent immediately of any loss or of any damage to any 
Equipment in an amount in excess of $20,000 for any single occurrence and 
shall keep Agent informed of all developments and correspondence regarding 
insurance rights and other rights and liabilities arising out of the loss or 
damage.  In the event of total destruction of any of the Equipment or damage 
beyond repair or the commandeering, conversion or other such loss of any of 
the Equipment, or if the use thereof by Lessee in its regular course of 
business is prevented by the act of any third person or persons, or any 
governmental instrumentality,


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<PAGE>

for a period exceeding ninety (90) days, or if any of the Equipment is 
attached (other than on a claim against Agent or any Lessor Party but not 
Lessee) or is seriously damaged and the attachment is not removed or the 
Equipment not repaired, as the case may be, in a period of ninety (90) days, 
or if the Equipment is terminated in any manner other than pursuant to the 
terms and conditions set forth Sections 7 and 10 hereof, or, if the lease of 
any unit of Equipment is terminated without terminating the lease of all 
Equipment, or if Lessee does not lease complete integrated systems of 
Equipment hereunder which are located and installed at a minimum of 4,000 
locations in the United States, then in any such event:

     (a)    Lessee shall promptly notify Agent in writing of such fact; 

     (b)    Within ten (10) days thereafter Lessee shall pay to Agent an 
amount equal to the Unamortized Value of such Equipment at the time of 
payment, and such payment shall be allocated by Agent among the Lessor 
Parties in accordance with Subsection 10(d);

     (c)    The lease of such Equipment shall continue until such payment 
has been received by Agent and shall thereupon terminate; and

     (d)    Upon such payment all of Agent's and the Lessor Parties'  title 
to and rights in such Equipment and any insurance thereon shall 
automatically pass to Lessee or its designee.

Notwithstanding the foregoing, only in the event of total destruction or 
damage beyond repair of some or all of the Equipment at a particular store 
location, Lessee may, at its option and upon notice to Agent within thirty 
(30) days (or, if the store location at which such unit of Equipment is 
installed suffers material damage or destruction, within one hundred twenty 
(120) days) of such destruction or damage, substitute a unit of equipment 
for the destroyed or damaged Equipment provided that such substitute 
equipment is the same kind of equipment and is functionally equivalent to or 
better than the damaged or destroyed Equipment and has a fair market value 
equal to or greater than either the Unamortized Value or the fair market 
value of the damaged or destroyed unit of Equipment immediately prior to its 
damage or destruction, whichever is greater.  Thereafter, such substituted 
unit of equipment shall be subject to the terms and conditions of this 
Master Leasing Agreement to the same extent as the damaged or destroyed unit 
immediately prior to its damage or destruction.  Lessee shall provide Agent 
with information regarding the substituted unit of Equipment as requested by 
Agent.

     12.    SURRENDER OF EQUIPMENT.  Upon the final termination of the lease 
as to any Equipment (other than a termination as provided for in Section 10, 
11, 14, 15, or 16), Lessee shall surrender such Equipment to Agent at 
Lessee's property where the Equipment is then located or at such other place 
as may be agreed upon.  Following such surrender, Agent shall effect, or 
cause to be effected, a sale of such Equipment to a third party.  The sales 
proceeds from any such sale shall be treated in the same manner as the sale 
proceeds from a sale made pursuant to the terms and provisions of Section 10 
hereof.  Lessee shall cooperate with Agent in effecting removal of the 
Equipment from Lessee's property.

     13.    EVENTS OF DEFAULT.  The following events of default by Lessee 
("EVENTS OF DEFAULT") shall give rise to rights on the part of Agent and the 
Lessor Parties described in Section 14:

     (a)    Default in the payment of Rent, Facility Fees or any other 
payment due from Lessee hereunder beyond ten (10) days from the date the 
Rent, Facility Fees or any other payment is due; or


				      1


<PAGE>

     (b)    Default in the covenant of Lessee in Section 8 hereof as to non-
use of any Equipment as to which the required liability insurance is not in 
force; or

     (c)    Default in the payment or performance of any other liability, 
obligation, or covenant, condition or agreement to be performed or observed 
by Lessee hereunder or breaches of any representation or provision contained 
herein or in any other document furnished to Agent or any Lessor Party in 
connection herewith, and, if such default is curable, such failure or breach 
shall continue unremedied for thirty (30) days after written notice to 
Lessee sent by registered or certified mail by Agent or the Requisite Lessor 
Parties; or

     (d)    The termination of existence, the termination of the business 
of, or the making of an assignment for the benefit of creditors by, Lessee; 
or

     (e)    The institution of bankruptcy, reorganization, liquidation or 
receivership proceedings by or against Lessee and, if instituted against 
Lessee, its consent thereto or the pendency of such proceedings for at least 
sixty (60) days; or

     (f)    Lessee shall admit in writing its inability to pay its debts 
generally when due; or

     (g)    Lessee shall create, incur, assume or suffer to exist any 
mortgage, lien, pledge or other encumbrance or attachment of any kind 
whatsoever (except for the rights of the Lessee's licensors, contract 
vendors, co-owners or developers of the Software Equipment as of the date 
such Software Equipment is acquired for lease hereunder) upon, affecting or 
with respect to the Equipment with an Acquisition Cost of $100,000 or more 
or this Master Leasing Agreement or any interests of Agent or any Lessor 
Party hereunder; or

     (h)    Lessee shall violate any of the covenants set forth in Section 
8.02(a) or Section 8.08 of the Credit Agreement; or

     (i)    There shall occur an Event of Default by Lessee under or in 
connection with (and as defined in) the Credit Agreement, or any credit 
facility that is a replacement or substitution for such facility, or there 
shall occur a violation by Lessee of any of the Credit Agreement Covenants; 
or

     (j)    Lessee shall suffer a material adverse change in its financial 
or operating condition; or

     (k)    Any money judgment, arbitration award, writ or warrant of 
attachment, or similar process involving in any case an amount in excess of 
$5,000,000 shall be entered or filed against Lessee or any of its 
subsidiaries or affiliates or any of their respective assets and shall 
remain undischarged, unvacated, unbonded, or unstayed for a period of sixty 
(60) days.

     Lessee shall be obligated to provide Agent with written notice of any 
Event of Default and of any event which, with notice, or the lapse of time, 
or both, would constitute an Event of Default promptly upon Lessee becoming 
aware of any such event.

     14.        RIGHTS UPON DEFAULT OF LESSEE; ALLOCATION OF PROCEEDS.  (a) 
Upon the occurrence of any of the Events of Default which have not been 
waived by Agent pursuant to the provisions of Subsection 23(j) hereof, and
at any time thereafter, Agent shall at the request, or may with the consent,
of the Requisite Lessor Parties, with or without terminating the Master
Leasing Agreement, do one or more of the following:


				      1


<PAGE>

     (i)    Terminate the lease of any or all Equipment upon five (5) days' 
written notice to Lessee sent by certified mail;

     (ii)   Whether or not any lease is terminated, take immediate 
possession of any or all of the Equipment, including substituted parts, 
accessories or equipment and/or other equipment or property of Agent or any 
Lessor Party in the possession of Lessee, wherever situated and for such 
purpose, enter upon any premises without liability for doing so;

     (iii)  Whether or not any action has been taken under Subsections 14 
(i) or (ii) above, Agent may sell any Hardware Equipment (with or without 
the concurrence or request of Lessee) and Agent shall retain all proceeds 
from such sale for the benefit of the Lessor Parties.  In addition, if the 
sales proceeds (reduced by any legal costs or any costs or expenses of sale, 
removal, transportation, repair, storage, delivery, or similar costs and 
expenses) are less than the Unamortized Value of the Hardware Equipment 
sold, Lessee shall pay to Agent any such shortfall;

     (iv)   Hold Lessee liable for the Unamortized Value of the Software 
Equipment;

     (v)    Hold, use or lease any Hardware Equipment as Agent or the 
Requisite Lessor Parties in their sole discretion may decide, and continue 
to hold Lessee liable for any deficiency between the rent received by Agent 
from others and the Rent payable hereunder for the balance of the term of 
the lease of such Equipment;

     (vi)   After notice to Lessee of a default hereunder, hold, or 
otherwise prohibit the use by Lessee, of any Software Equipment, as Agent or 
the Requisite Lessor Parties in their sole discretion may decide, and 
continue to hold Lessee liable for the Rent payable hereunder for the 
balance of the term of the lease of such Software Equipment;

     (vii)  Require the Lessee to purchase, and the Lessee shall purchase, 
all of the Equipment for a purchase price equal to the Unamortized Value of 
such Equipment, plus all accrued and unpaid Rent and all other amounts due 
hereunder;

     (viii) Invoke and exercise any other remedy or remedies available to 
Agent or any Lessor Party by law or in equity.

     (b)    No remedy referred to in this Section is intended to be 
exclusive, but shall be cumulative and in addition to any other remedy 
referred to above or otherwise available to Agent or any Lessor Party at law 
or in equity.  No express or implied waiver by Agent or any Lessor Party of 
any default shall constitute a waiver of any other default by Lessee or a 
waiver of any rights of Agent or any Lessor Party.

     (c)    If after an Event of Default Lessee fails to deliver or converts 
the Equipment or the Equipment is destroyed, Lessee shall be liable to 
Agent, on behalf of the Lessor Parties, for all unpaid Rent to the date of 
such failure to deliver, conversion or destruction of such Equipment plus 
its Unamortized Value at the time and all loss and damages sustained and all 
costs and expenses incurred by reason of the default.  If after default 
Lessee delivers Equipment to Agent or if Agent repossesses Equipment, Lessee 
shall be liable for and Agent, on behalf of the Lessor Parties, may recover 
from Lessee all unpaid Rent to the date of such delivery or repossession 
plus all loss and damages sustained and all costs and expenses incurred by 
reason of the default.

     (d)    After the occurrence and during the continuance of an Event of 
Default and while the same is continuing, Agent shall apply all payments in 
respect of Lessee's obligations under this Master


				      2


<PAGE>

Leasing Agreement (including without limitation sale proceeds) one (1) 
Business Day after receipt in the following order:

	    (i)     FIRST, to pay any reasonable expense reimbursements, 
fees or indemnities then due to Agent from Lessee;

	    (ii)    SECOND, to pay any indemnities then due to a Lessor 
Party from Lessee or, if due to Agent on behalf of all Lessor Parties, on a 
pro rata basis to the Lessor Parties;

	    (iii)   THIRD, out of sales proceeds only, to pay Tranche B Rent 
then due, provided that if sufficient funds are not available to fund all 
payments then due in respect of Tranche B Rent, the then available funds 
shall be allocated among the Lessor Parties in accordance with their Tranche 
B Percentages;

	    (iv)    FOURTH, out of sales proceeds only, to pay the 
Unamortized Value of the Equipment in an amount up to the Tranche B Value, 
which payment shall be allocated among the Lessor Parties in accordance with 
their respective Tranche B Percentages;

	    (v)     FIFTH, to pay Tranche A Rent then due, provided that if 
sufficient funds are not available to fund all payments then due in respect 
of Tranche A Rent, the then available funds shall be allocated among the 
Lessor Parties in accordance with their Tranche A Percentages;

	    (vi)    SIXTH, to pay the remaining Unamortized Value of the 
Equipment, which payment shall be allocated among the Lessor Parties in 
accordance with their respective Tranche A Percentages; and

	    (vii)   SEVENTH, to the ratable payment of all Facility Fees and 
other obligations of Lessee then due and payable hereunder.

     15.    EQUIPMENT TO BE AND REMAIN PERSONAL PROPERTY.  (a)  It is the 
intention and understanding of Agent, the Lessor Parties and Lessee that all 
Equipment shall be and at all times remain personal property.  Lessee will 
obtain and record such instruments and take such steps as may be necessary 
to prevent any person from acquiring any rights in the Equipment paramount 
to the rights of Agent and the Lessor Parties, by reason of such Equipment 
being deemed to be real property.  If, notwithstanding the intention of the 
parties and the provisions of this Section 15, any person acquires or claims 
to have acquired any rights in any Equipment paramount to the rights of 
Agent or the Lessor Parties, by reason of such Equipment being deemed to be 
real property, and such person seeks in any manner to interfere with the 
continued quiet enjoyment of the Equipment by Lessee as contemplated by this 
Master Leasing Agreement, then Lessee shall promptly notify Agent in writing 
of such fact (unless the basis for such interference is waived or eliminated 
to the satisfaction of the Agent within a period of ninety (90) days from 
the date it is asserted) and Lessee shall within ninety (90) days after such 
notice pay to Agent, on behalf of the Lessor Parties, an amount equal to the 
Unamortized Value of such Equipment at the time of payment.  The lease of 
such Equipment shall continue until such payment has been received and shall 
thereupon terminate; and upon such payment all of Agent's and the Lessor 
Parties' title to and rights in such Equipment shall automatically pass to 
Lessee or its designee.

     (b)    If Lessee chooses to terminate the lease of any Equipment 
pursuant to this Section 15, the Lessee shall terminate the lease of all 
Equipment and shall sell or purchase the Equipment and all related equipment 
constituting an integrated system at each of the locations at which the 
Equipment has been installed pursuant to the applicable provisions hereof.  
In addition, if Lessee shall terminate 


				      2


<PAGE>

the lease of any Software Equipment pursuant to this Section 15, the Lessee 
shall be responsible to obtain the prior written consent of the appropriate 
licensors, contract vendors, co-owners and developers of the Software 
Equipment.

     16.    PURCHASE OF EQUIPMENT; EXTENDED TERM.  (a)  Upon the expiration 
of the Non-Cancelable Term and semi-annually thereafter, upon sixty (60) 
days' prior written notice to Agent, and provided that an Event of Default 
has not occurred (and has not been waived pursuant to the provisions of 
Subsection 23(j) hereof), Lessee may purchase all Equipment for its then 
fair market value.  The lease of such Equipment and Lessee's obligation to 
pay Rent therefor shall continue until the purchase price and any other 
amounts due from Lessee hereunder with respect to such Equipment have been 
transmitted to Agent and shall thereupon terminate.  If the Lessee and the 
Agent cannot agree on the fair market value of any such Equipment, they 
shall follow the appraisal procedures provided in Section 10.  Any such 
purchase of the Equipment shall be made pursuant to the specific terms and 
conditions set forth in the second paragraph of Subsection 10(a) and of 
Subsection 10(d) and the term "sales proceeds" used in the second paragraph 
of Subsection 10(a) shall be deemed to refer to the purchase price of the 
Equipment paid by Lessee.  If Lessee chooses to purchase any Equipment 
pursuant to this Subsection 16(a), the Lessee shall purchase all of the 
Equipment.  In addition, if Lessee shall purchase any Software Equipment 
pursuant to the terms and provisions of this Subsection 16(a), Lessee shall 
obtain the prior written consent of the appropriate licensors, contract 
vendors, co-owners and developers of the Software Equipment.  In the event 
of any such purchase of the Equipment by Lessee, Agent shall convey all of 
Agent's and the Lessor Parties' right, title and interest in the Equipment 
to Lessee in the manner reasonably requested by Lessee, without 
representation or warranty, and each Lessor Party hereby agrees to provide 
Agent with such assistance, and to execute and deliver to Agent such 
documents and certificates, as are necessary or appropriate to effect such 
conveyance, all at Lessee's expense.

     (b)    Upon expiration of the Basic Term for any Equipment leased 
hereunder, and provided that an Event of Default has not occurred and is not 
continuing, if Lessee desires to extend the term of this Master Leasing 
Agreement for any Equipment for an additional term (the "EXTENDED TERM"), 
the Lessee shall request such an extension by providing Agent with such 
written request at least thirty (30) days prior to the expiration of the 
Basic Term for such Equipment.  If Agent agrees to any such request for 
extension, the lease of such Equipment shall be terminated with respect to 
the Lessor Parties and the Lessor Parties shall have no further interest 
therein during any such Extended Term.  Any such Extended Term shall be 
governed by the terms and provisions of the separate Extended Rental 
Agreement entered into by and between CBL and Lessee on the date hereof.

     (c)    If, on or prior to the expiration of the Basic Term for any 
Equipment, Lessee shall fail to elect to purchase such Equipment pursuant to 
Subsection 16(a), sell such Equipment to an unrelated third party pursuant 
to Section 10, or extend the term of the lease of such Equipment pursuant to 
Subsection 16(b), it shall be assumed that Lessee elected to extend the term 
of the lease of such Equipment pursuant to the separate Extended Rental 
Agreement referenced in Subsection 16(b) above.

     17.    FINANCE LEASE STATUS.  The parties agree that this lease and 
each Individual Leasing Record hereunder is a "Finance Lease" as defined by 
the UCC.  Lessee acknowledges that Lessee has reviewed and approved any 
written "Supply Contract" (as such term is defined in the UCC), covering the 
Equipment purchased from the "Supplier" (as such term is defined in the UCC) 
thereof for lease to Lessee.  Lessee also acknowledges the following:

     (a)    neither Agent nor any Lessor Party has selected, manufactured, 
or supplied the Equipment;


				      2


<PAGE>

     (b)    Agent acquired or will acquire the Equipment or the right to 
possession and use of the Equipment on behalf of the Lessor Parties in 
connection with the Individual Leasing Record; and

     (c)    Agent and the Lessor Parties provide no warranties or other 
rights with respect to the purchase of the Equipment and any and all rights 
Lessee has with respect to the purchase of the Equipment are solely against 
Supplier.

     18.    DISCLAIMER OF WARRANTIES.  LESSEE AGREES AND ACKNOWLEDGES THAT 
ACCEPTANCE OF THE EQUIPMENT FOR LEASE SHALL CONSTITUTE LESSEE'S 
ACKNOWLEDGEMENT AND AGREEMENT THAT LESSEE HAS FULLY INSPECTED SUCH 
EQUIPMENT, AND THAT THE EQUIPMENT IS IN GOOD ORDER AND CONDITION AND IS OF 
THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY LESSEE, 
THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR ITS PURPOSE, THAT 
NEITHER AGENT NOR ANY LESSOR PARTY IS ENGAGED IN THE SALE OR DISTRIBUTION OF 
EQUIPMENT, THAT NEITHER AGENT NOR ANY LESSOR PARTY HAS SELECTED, 
MANUFACTURED OR SUPPLIED SUCH EQUIPMENT, THAT AGENT HAS PURCHASED THE 
EQUIPMENT FROM VENDORS OF LESSEE'S CHOICE, AND THAT NEITHER AGENT NOR ANY 
LESSOR PARTY HAS MADE OR DOES HEREBY MAKE ANY REPRESENTATION, EXPRESS 
WARRANTY, IMPLIED WARRANTY, OR COVENANT WHATSOEVER WITH RESPECT TO TITLE, 
MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, SUITABILITY, OPERATION OR 
FITNESS OF THE EQUIPMENT IN ANY RESPECT OR IN CONNECTION WITH, OR FOR ANY 
PURPOSE OR USE OF LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT 
OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO.  Agent 
shall, at Lessee's sole expense take all action reasonably requested by 
Lessee to make available to Lessee any rights of Agent under any express or 
implied warranties of any manufacturer or vendor of the Equipment.  The 
Lessee acknowledges and agrees that neither the manufacturer, the supplier, 
nor any salesman, representative or other agent of the manufacturer or 
supplier, is an agent of Agent or any Lessor Party.  No salesman, 
representative or agent of the manufacturer or supplier is authorized to 
waive or alter any term or condition of this Master Leasing Agreement and no 
representation as to the Equipment or any other matter by the manufacturer 
or supplier shall in any way affect Lessee's duty to pay Rent and perform 
its other obligations as set forth in this Master Leasing Agreement.

     19.    ASSIGNMENT BY LESSOR PARTIES.  (a)  Each Lessor Party shall have 
the right at any time, upon written notice to Agent of its intent to do so, 
to assign all or any part of its Tranche A Commitment, Tranche B Commitment 
or interest in Lessee's obligations hereunder to one or more Lessor Parties 
or its affiliates.  Each Lessor Party shall have the right at any time, with 
the prior written consent of Lessee and Agent (which consent shall not be 
unreasonably withheld) to assign all or any part of its Tranche A 
Commitment, Tranche B Commitment or interest in Lessee's obligations 
hereunder to one or more commercial banks or other financial institutions 
provided, however, that each such assignment to any single assignee (other 
than an assignment of all of a Lessor Party's interest hereunder) shall be 
in an amount no less than $5,000,000.  Each assignment of (i) an interest in 
the Tranche A Value, rights to receive Tranche A Rent, a Lessor Party's 
Tranche A Commitment and related rights and obligations or (ii) an interest 
in the Tranche B Value, rights to receive Tranche B Rent, a Lessor Party's 
Tranche B Commitment and related rights and obligations shall be in the form 
of units consisting of pro rata interests in such rights and obligations.  
In the case of any assignment authorized under this Section 19, the assignee 
shall have, to the extent of such assignment, the same rights, benefits and 
obligations as it would if it were a Lessor Party hereunder, including 
without limitation the right to approve or disapprove actions which, in 
accordance with the terms hereof, require the approval of the Requisite 
Lessor Parties or each Lessor Party and the obligation to make funds 
available to Agent pursuant to Section 3.  All assignments under this 
Section 


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<PAGE>

19 shall be evidenced by an Assignment Certificate.  The Lessor Party 
assigning its interests pursuant to the provisions of this Subsection 19(a) 
shall provide Agent with the executed Assignment Certificates and shall be 
obligated to pay, at the same time, a processing and recordation fee to the 
Agent equal to $2,500 per Assignment Certificate.  Upon such Lessor Party's 
compliance with all of the terms of this Subsection 19(a) and upon Agent's 
receipt of such Assignment Certificates along with the processing and 
recordation fee, the Agent shall accept such Assignment Certificates and 
record the information contained therein.

     (b)    Each Lessor Party may, with the prior written consent of Lessee 
and Agent (which consent shall not be unreasonably withheld), sell 
participations to one or more banks or other financial institutions in all 
or a portion of its rights and obligations under this Master Leasing 
Agreement, provided that (i) the Lessor Party's obligations under this 
Master Leasing Agreement shall remain unchanged, (ii) the Lessor Party shall 
remain solely responsible to the other parties hereto for the performance of 
such obligations, (iii) Lessee, Agent and the other Lessor Parties shall 
continue to deal solely and directly with such Lessor Party in connection 
with the Lessor Party's rights and obligations under this Master Leasing 
Agreement, and the holder of any such participation shall not be entitled to 
require the Lessor Party to take or omit to take any action hereunder except 
action directly affecting the extension of any date fixed for payment of, or 
the reduction in amount of, any amounts allocated to the participation 
(except as otherwise permitted under this Master Leasing Agreement) and (iv) 
all costs and consequences incurred or sustained by any holder of a 
participation shall be added to those incurred or sustained by the Lessor 
Party for purposes of Section 9, limited to the amounts that would have been 
incurred or sustained by the Lessor Party granting the participation to such 
holder, had such participation not been granted.

     (c)    Notwithstanding the foregoing, each Lessor Party agrees that it 
shall not, either prior to, upon or after the occurrence of an Event of 
Default, use or grant to any third party assignee the right to use the 
Software Equipment.  Upon or prior to the execution of this Master Leasing 
Agreement, Lessee shall obtain the prior written consent of the appropriate 
licensors, contract vendors, co-owners and developers to the assignment by 
Lessee and by the Lessor Parties of all of their respective interests in the 
Software Equipment.  Each Lessor Party and each assignee under this Section 
19 acknowledges that as long as Lessee is not in default hereunder or under 
any lease executed pursuant hereto, it shall be entitled to uninterrupted 
use and quiet enjoyment of the Equipment on the terms herein provided.  

     (d)    Lessee agrees to permit Agent to record this Master Leasing 
Agreement if necessary to perfect Agent's or the Lessor Parties' security 
interests hereunder.  Lessee hereby confirms that this Master Leasing 
Agreement cannot be canceled or terminated, except as expressly provided 
herein and that Lessee's obligation to pay Rent, Facility Fees and any other 
amounts due hereunder are absolute and unconditional.  Lessee shall make 
payment of all Rent, Facility Fees and other payments due hereunder to 
Agent, on behalf of the Lessor Parties, without abatement, deduction or 
setoff of any kind.  Lessee further covenants and agrees that it will not 
assert against Agent or any Lessor Party any defense, counterclaim or setoff 
due to a breach of warranty or otherwise in any action for Rent, Facility 
Fees or any other amounts due hereunder or for possession of the Equipment 
which is brought by Agent or any Lessor Party. 

     20.    ADDITIONAL REPRESENTATIONS AND COVENANT OF LESSEE.  (a)  By its 
execution and delivery of this Master Leasing Agreement and each Individual 
Leasing Record, Lessee shall be deemed to have represented and warranted to 
Agent and each Lessor Party with respect to this Master Leasing Agreement, 
the applicable Individual Leasing Record and the Equipment covered thereby 
that Lessee has the unqualified right to enter into this Master Leasing 
Agreement and any Individual Leasing Record and to perform their respective 
terms, and the execution and delivery of such documents and 


				      2


<PAGE>

the terms thereof are not in variance with and will not result in a breach 
of any contract or agreement to which Lessee is a party or by which it is 
bound, including without limitation, any contracts or agreements with the 
Lessee's licensors, contract vendors, co-owners or developers of the 
Software Equipment.

     (b)    Lessee hereby covenants and agrees that from and after the date 
hereof and so long as any Equipment is leased hereunder, it shall take no 
action under this Master Leasing Agreement, or request that Agent or any 
Lessor Party take any action under this Master Leasing Agreement, that will 
in any way violate any contract or agreement to which Lessee is a party or 
by which it is bound, with any vendor or other third party, including 
without limitation contracts or agreements with the Lessee's licensees of 
the Software Equipment.

     21.    FACILITY FEES.  Beginning on April 15, 1997 and continuing until 
the expiration of the Basic Term of the last unit of Equipment leased 
hereunder, Lessee shall pay to Agent, on behalf of the Lessor Parties, a 
facility fee in an amount equal to multiplied by (a) from April 15, 1997 
until the expiration or earlier termination of the Commitment Period, the 
Aggregate Lease Line minus the Aggregate Amortization and (b) the 
Unamortized Value from the expiration of the Commitment Period until the 
expiration of the Basic Term of the last unit of Equipment leased hereunder 
(the "FACILITY FEE").  Such facility fee shall be payable quarterly in 
arrears, based on a 360 day year, on the 25th day of the third month of the 
current calendar quarter.

     22.    AGENT.   (a)  Each Lessor Party hereby designates and appoints 
CBL as Agent of such Lessor Party under this Master Leasing Agreement, and 
each Lessor Party hereby irrevocably authorizes Agent to take such action on 
its behalf under the provisions of this Master Leasing Agreement and to 
exercise such powers as are expressly set forth herein, together with such 
other powers as are reasonably incidental thereto.  Agent agrees to act as 
such on the express conditions contained in this Section 22.  The provisions 
of this Section 22 are solely for the benefit of Agent and the Lessor 
Parties, and Lessee shall not have any rights to rely on or enforce any of 
the provisions hereof (other than as expressly set forth in Subsection 
22(f)).  In performing its functions and duties under this Master Leasing 
Agreement, Agent shall act solely as agent of the Lessor Parties and does 
not assume and shall not be deemed to have assumed any obligation toward or 
relationship of agency or trust with or for Lessee.

     (b)    Agent shall not have any duties or responsibilities except those 
expressly set forth in this Master Leasing Agreement.  The duties of Agent 
shall be mechanical and administrative in nature.  Agent shall not have by 
reason of this Master Leasing Agreement a fiduciary relationship in respect 
of any Lessor Party.  Nothing in this Master Leasing Agreement, expressed or 
implied, is intended to or shall be construed to impose upon Agent any 
obligations in respect of this Master Leasing Agreement  except as expressly 
set forth herein.  Each Lessor Party shall make its own independent 
investigation of the financial condition and affairs of Lessee in connection 
with the making and the continuance of the lease facility hereunder and 
shall make its own appraisal of the creditworthiness of Lessee, and Agent 
shall not have any duty or responsibility, either initially or on a 
continuing basis, to provide any Lessor Party with any credit or other 
information with respect thereto.  If Agent seeks the consent or approval of 
the Requisite Lessor Parties to the taking or refraining from taking any 
action hereunder, Agent shall provide written notice thereof to each Lessor 
Party.  Agent shall promptly notify each Lessor Party at any time that the 
Requisite Lessor Parties have instructed Agent to act or refrain from acting 
pursuant hereto.  Agent shall promptly provide each Lessor Party with notice 
of any Event of Default known to Agent.


				      2


<PAGE>

     (c)    Neither Agent nor any of its officers, directors, employees or 
agents shall be liable to any Lessor Party for any action taken or omitted 
by them hereunder or in connection herewith, except that Agent shall be 
obligated on the terms set forth herein for performance of its express 
obligations hereunder and except that no such person shall be relieved of 
any liability imposed by law for gross negligence or intentional tort.  
Agent shall not be liable for any losses to a Lessor Party resulting from 
the investment of the Tranche B Escrow Amount in Permitted Investments made 
by it in good faith pursuant to this Master Leasing Agreement.  Agent shall 
not be liable for any apportionment or distribution of payments made by it 
in good faith pursuant to this Master Leasing Agreement, and if any such 
apportionment or distribution is subsequently determined to have been made 
in error the sole recourse of any Lessor Party to whom payment was due, but 
not made, shall be to recover from other Lessor Parties (or former Lessor 
Parties) any payment in excess of the amount to which they are determined to 
have been entitled.  Agent shall not be responsible to any Lessor Party for 
any recitals, statements, representations or warranties herein or for the 
execution, effectiveness, genuineness, validity, enforceability, 
collectability, or sufficiency of this Master Leasing Agreement or for the 
financial condition of Lessee.  Agent shall not be required to make any 
inquiry concerning either the performance or observance of any of the terms, 
provisions or conditions of this Master Leasing Agreement or the financial 
condition of Lessee or the existence or possible existence of any Event of 
Default.  Agent may at any time request instructions from the Lessor Parties 
with respect to any actions or approvals which by the terms of this Master 
Leasing Agreement Agent is permitted or required to take or to grant, and if 
such instructions are promptly requested, Agent shall be absolutely entitled 
to refrain from taking any action or to withhold any approval and shall not 
be under any liability whatsoever to any person for refraining from any 
action or withholding any approval under this Master Leasing Agreement until 
it shall have received such instructions from the Requisite Lessor Parties 
(or all Lessor Parties if required by Subsection 23(j) hereof).  Without 
limiting the foregoing, no Lessor Party shall have any right of action 
whatsoever against Agent as a result of Agent acting or refraining from 
acting under this Master Leasing Agreement in accordance with the 
instructions of the Requisite Lessor Parties (or all Lessor Parties if 
required by Subsection 23(j) hereof).  Agent shall be entitled to rely upon 
any written notices, statements, certificates, orders or other documents or 
any telephone message believed by it in good faith to be genuine and correct 
and to have been signed, sent or made by the proper person, and with respect 
to all matters pertaining to this Master Leasing Agreement and its duties 
hereunder or thereunder, upon advice of counsel selected by it.

     (d)    To the extent that Agent is not reimbursed and indemnified by 
Lessee, the Lessor Parties will reimburse and indemnify Agent for and 
against any and all liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements of any kind or 
nature whatsoever which may be imposed on, incurred by, or asserted against 
it in any way relating to or arising out of this Master Leasing Agreement or 
any action taken or omitted by Agent under this Master Leasing Agreement, 
proportionately based upon a fraction, the numerator of which is the sum of 
such Lessor Party's Tranche A Commitment and Tranche B Commitment, and the 
denominator of which is the sum of the Maximum Tranche A Value and the 
Maximum Tranche B Value, provided that no Lessor Party shall be liable for 
any portion of such liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements resulting from 
Agent's gross negligence or willful misconduct.  The obligations of the 
Lessor Parties under this Subsection 22(d) shall survive the payment in full 
of Lessee's obligations hereunder and the termination of this Master Leasing 
Agreement.

     (e)    In the event Agent at any time has a Tranche A Commitment or 
Tranche B Commitment hereunder (i) Agent shall have and may exercise the 
same rights and powers


				      2


<PAGE>

hereunder and is subject to the same obligations and liabilities as and to 
the extent set forth herein for any other Lessor Party and (ii) the terms 
"Lessor Parties" or "Requisite Lessor Parties" or any similar terms shall, 
unless the context clearly otherwise indicates, include Agent  as a Lessor 
Party or one of the Requisite Lessor Parties.  Agent may lend money to and 
generally engage in any other business with Lessee as if it were not acting 
as Agent pursuant hereto.

     (f)    Agent may resign from the performance of all its functions and 
duties hereunder at any time by giving at least thirty (30) Business Days' 
prior written notice to the Lessor Parties and Lessee.  Such resignation 
shall take effect upon the acceptance by a successor Agent of appointment as 
provided in this Subsection 22(f).  Upon any such notice of resignation by 
Agent, the Requisite Lessor Parties shall appoint a successor Agent who 
shall be reasonably satisfactory to Lessee.  If a successor Agent shall not 
have been so appointed within said thirty (30) Business Day period, the 
retiring Agent, with the consent of Lessee (which may not be withheld 
unreasonably), shall then appoint a successor Agent who shall serve as Agent 
until such time, if any, as the Requisite Lessor Parties, with the consent 
of Lessee, appoint a successor Agent as provided above.

     (g)    All payments to be made by Agent to a Lessor Party hereunder 
shall be distributed to the Lessor Party at its address set forth on the 
appropriate signature page hereof, the signature page of the Assignment 
Certificate by which such person became a Lessor Party or at such other 
address as the Lessor Party may request by written notice to Agent, subject 
to the provisions of this Section 22.  Agent shall not be bound to inquire 
into or determine the validity, scope or priority of any interest or 
entitlement of any Lessor Party and may suspend all payments or seek 
appropriate relief (including without limitation instructions from the 
Requisite Lessor Parties or an action in the nature of interpleader) in the 
event of any doubt or dispute as to any apportionment or distribution 
contemplated hereby.  The order of priority of payments in Subsections 5(b), 
10(d) and 14(d) of this Master Leasing Agreement is set forth solely to 
determine the rights and priorities of Agent and the Lessor Parties as among 
themselves and may at any time be changed by Agent and the Lessor Parties as 
they may elect, in writing in accordance with Subsection 23(j), without 
necessity of notice or consent to or approval by Lessee or any other person.

     23.    MISCELLANEOUS.  (a)  THIS MASTER LEASING AGREEMENT AND ALL 
RIGHTS HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     (b)    Each of the parties hereto acknowledges that the other parties 
shall not by act, delay, omission or otherwise be deemed to have waived any 
of their rights or remedies hereunder or under any other instrument given 
hereunder unless such waiver is given in writing in accordance with the 
provisions of Subsection 23(j).  A waiver or consent on any one occasion 
shall not be construed as a waiver or consent on any future occasion, and 
such waiver or consent shall be effective only in the specific instance and 
for the specific purpose for which it was given.  No notice to or demand on 
Lessee in any case shall entitle Lessee to any other or further notice or 
demand in similar or other circumstances.

     (c)    This Master Leasing Agreement shall be binding upon and inure to 
the benefit of the parties hereto, their permitted successors and assignees. 

     (d)    All rights, remedies and powers granted herein, or in any other 
instrument given in connection herewith, shall be cumulative and may be 
exercised singularly or cumulatively.


				      2


<PAGE>

     (e)    This Master Leasing Agreement constitutes the entire 
understanding or agreement  among Agent, the Lessor Parties and Lessee with 
respect to the subject matter hereof, and there is no understanding or 
agreement, oral or written, which is not set forth herein.  The Lessee 
agrees to do such further acts and things and to execute and deliver to 
Agent such additional agreements, powers and instruments as Agent or the 
Requisite Lessor Parties may reasonably require or deem advisable to carry 
into effect the purposes of this Master Leasing Agreement or to better 
assure and confirm to Agent and the Lessor Parties their respective rights, 
powers and remedies under this Master Leasing Agreement.  

     (f)    Notices to Lessee required pursuant to this Master Leasing 
Agreement shall be delivered to The Southland Corporation at 2711 North 
Haskell Avenue, Dallas, Texas  75204-2910, Attention:  Legal Department, or 
at such other location as Lessee may direct in writing.  Notices to Agent 
required pursuant to this Master Leasing Agreement shall be delivered to CBL 
Capital Corporation at 989 East Hillsdale Boulevard, Suite 300, Foster City, 
CA  94404, Attention:  Contract Services Department, or at such other 
location as Agent may direct in writing.  Notices to a Lessor Party pursuant 
to this Master Leasing Agreement shall be delivered to the address set forth 
below the Lessor Party's name on the signature pages of this Master Leasing 
Agreement or of the Assignment Certificate by which such person became a 
Lessor Party hereunder, or at such other location as the Lessor Party may 
direct by notice to Agent and Lessee.

     (g)    This Master Leasing Agreement may be executed in two or more 
counterparts, each of which, when taken together, shall constitute a single 
agreement binding upon all the parties hereto.

     (h)    If any provision of this Master Leasing Agreement is in conflict 
with any statute or rule of law in the jurisdiction where it is sought to be 
enforced, then such provision shall be deemed null and void to the extent 
that it may be in conflict therewith, but without invalidating the remaining 
provisions hereof.

     (i)    AGENT, THE LESSOR PARTIES AND LESSEE HEREBY KNOWINGLY, 
VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY 
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR 
IN CONNECTION WITH THIS MASTER LEASING AGREEMENT.  THIS PROVISION IS A 
MATERIAL INDUCEMENT FOR AGENT, THE LESSOR PARTIES AND LESSEE TO ENTER INTO 
THIS MASTER LEASING AGREEMENT.

     (j)    No amendment or modification of any provision of this Master 
Leasing Agreement shall be effective without the written agreement of the 
Requisite Lessor Parties and Lessee, and no termination or waiver of any 
provision of this Master Leasing Agreement, or consent to any departure by 
Lessee therefrom, shall in any event be effective without the written 
concurrence of the Requisite Lessor Parties, provided that any amendment, 
modification or waiver of any provision of this Master Leasing Agreement 
relating to (i) the amount of the Facility Fee, the Tranche A Commitments, 
the Tranche B Commitments, the Maximum Tranche A Value or the Maximum 
Tranche B Value, (ii) any reduction in amount, change in order of priority 
of payments, or extension of time fixed for any payment to the Lessor 
Parties (or to Agent on behalf of the Lessor Parties) hereunder, (iii) the 
definitions of "Aggregate Lease Line", "Base Amount", "Commitment Period", 
"Libor Rate", "Non-Cancelable Term", "Quarterly Amortization Figure", 
"Rent", "Requisite Lessor Parties", "Tranche A Percentage", "Tranche A 
Rent", "Tranche A Value", Tranche B Escrow Amount", "Tranche B Percentage", 
"Tranche B Rent", "Tranche B Value", "Unamortized Value" or "Unguaranteed 
Residual" or (iv) the provisions of this Subsection 23(j) or any other 
provision hereof expressly requiring the consent or approval of all Lessor 
Parties shall be effective only if evidenced by a writing signed by or on 
behalf of all Lessor Parties.  No amendment, modification, termination or 
waiver of 


				      2


<PAGE>

any provision of Section 22 or any other provision referring to or affecting 
Agent shall be effective without the written concurrence of Agent.  Agent 
may, but shall have no obligation to, with the concurrence of any Lessor 
Party, execute amendments, modifications, waivers or consents on behalf of 
that Lessor Party.  Any amendment, modification, termination, waiver or 
consent effected in accordance with this Subsection 23(j) shall be binding 
on Agent, each Lessor Party and, if signed by Lessee, Lessee.

     (k)    Each Lessor Party that is not created or organized under the 
laws of the United States of America or a political subdivision thereof 
shall deliver to Lessee and the Agent all forms, certificates and additional 
documentation required from the Senior Lenders as set forth in Section 12.21 
of the Credit Agreement.

     IN WITNESS WHEREOF, Agent, the Lessor Parties and Lessee have duly 
executed this Master Leasing Agreement as of the day and year first above 
written.

					   CBL CAPITAL CORPORATION, as 
					   Agent for the Lessor Parties
Attest:


By                                       By                            
  -------------------------------          ----------------------------
	  Secretary
					 Title                         
					      -------------------------

Date                         
    ----------------------------
					 THE SOUTHLAND CORPORATION, Lessee
Attest:


By                                       By                             
  ------------------------------           -----------------------------
	  Secretary
					 Title                          
					      --------------------------


					 LESSOR PARTIES:


					 CBL CAPITAL CORPORATION



					 By                             
					   -----------------------------

					 Title                          
					      ------------------------- 

					 Notice Address:
					 989 East Hillsdale Boulevard,
					    Suite 300
					 Foster City, CA 94404
					 Attention: Contract Services
					    Department

					 Tranche A Commitment: $0

					 Tranche B Commitment: $7,200,000.00


				      2


<PAGE>

					 CITIBANK, N.A.


					 By                                
					   --------------------------------
					   Name:
					   Title:

					 Notice Address:
					 Citibank, N.A.
					 399 Park Avenue, 12th Floor,
					     Zone 19
					 New York, NY  10043
					 Attn:  Robert Snell
					 Telecopier No. (212) 793-7585

					 Tranche A Commitment:
					     $17,717,782.66

					 Tranche B Commitment:  $0


					 THE SAKURA BANK, LIMITED, NEW YORK
					     BRANCH   


					 By                               
					   -------------------------------
					     Name:
					     Title:

					 Notice Address:
					 The Sakura Bank, Limited, New York
					     Branch
					 277 Park Avenue
					 New York, New York  10172-0121
					 Attn:  Toshihiro Funatsu
					 Telecopier No.  (212) 888-7651

					 Tranche A Commitment:$17,717,782.66

					 Tranche B Commitment: $2,000,000.00


				      3


<PAGE>

					 THE MITSUI TRUST AND BANKING 
					 COMPANY, LIMITED, NEW YORK
					 BRANCH


					 By                                 
					   ---------------------------------
					     Name:
					     Title:

					 Notice Address:
					 The Mitsui Trust and Banking
					     Company, 
					 Limited, New York Branch
					 1251 Avenue of the Americas,
					     39th Floor
					 New York, New York  10020-1104
					 Attn:  Edward Simnor
					 Telecopier No.  (212) 768-9044

					 Tranche A Commitment:$12,248,627.88

					 Tranche B Commitment:  $0


					 BANK OF TOKYO - MITSUBISHI TRUST 
					     COMPANY

					 By                               
					   -------------------------------
					     Name:
					     Title:

					 Notice Address:
					 Bank of Tokyo - Mitsubishi Trust
					     Company
					 1251 Avenue of the Americas
					 New York, New York  10020-1104
					 Attn:  Hideki Kinumatsu/Japanese
					     Corporate 
					 Dept. - II
					 Telecopier No.  (212) 782-6436

					 Tranche A Commitment:$12,248.627.88

					 Tranche B Commitment:  $0


					 31


<PAGE>

					 CANADIAN IMPERIAL BANK OF COMMERCE
					 By:  CIBC WOOD GUNDY SECURITIES 
					 CORP.


					 By                                
					   --------------------------------
					     Name:
					     Title:

					 Notice Address:
					 Canadian Imperial Bank of Commerce
					 Two Paces West
					 2727 Paces Ferry Road, Suite 1200
					 Atlanta, Georgia  30339
					 Attn:  Kelli Jones
					 Telecopier No.  (770) 319-4817

					 Tranche A Commitment: $3,560,647.64

					 Tranche B Commitment:  $0


					 THE FUJI BANK, LIMITED, HOUSTON
					     AGENCY

					 By                            
					   ----------------------------
					     Name:
					     Title:

					 Notice Address:
					 The Fuji Bank, Limited, Houston
					     Agency
					 1 Houston Center, Suite 4100
					 1221 McKinney Street
					 Houston, Texas  77010
					 Attn:  Philip C. Lauinger, III
					(Credit Matters)
					 Jenny Lin
					(Administrative Matters)
					 Telecopier No.  (713) 759-0048

					 Tranche A Commitment:$12,248,627.88

					 Tranche B Commitment:  $0


				      32


<PAGE>

					 NATIONSBANK OF TEXAS, N.A.


					 By                                 
					   ---------------------------------
					     Name:
					     Title:

					 Notice Address:
					 NationsBank of Texas, N.A.
					 901 Main Street, 14th Floor
					 Dallas, Texas  75202-3714
					 Attn:  Cynthia Amador
					 Telecopier No. (214) 508-0944


					 Tranche A Commitment: $6,124,313.94

					 Tranche B Commitment:  $0



					 BANKERS TRUST COMPANY


					 By                                 
					   ---------------------------------
					     Name:
					     Title:

					 Notice Address:
					 Bankers Trust Company 
					 130 Liberty Street, 30th Floor
					 New York, New York  10006
					 Attn:  Frank Russo
					 Telecopier No.  (212) 250-7351

					 Tranche A Commitment: $3,560,647.64

					 Tranche B Commitment:  $0


				      33


<PAGE>

					 THE ASAHI BANK, LTD., NEW YORK
					     BRANCH


					 By                                 
					   ---------------------------------
					     Name:
					     Title:

					 Notice Address:
					 The Asahi Bank, Ltd., New York
					     Branch
					 1 World Trade Center, Suite 6011
					 New York, New York  10048-0476
					 Attn:  Mr. Douglas E. Price
					(Credit Matters)
					 Debbie Gopaul
					(Administrative Matters)
					 Telecopier No.  (212) 432-1135

					 Tranche A Commitment:$12,248,627.88

					 Tranche B Commitment: $2,000,000.00



					 THE INDUSTRIAL BANK OF JAPAN 
					     TRUST COMPANY
					 By: THE INDUSTRIAL BANK OF JAPAN, 
					     LIMITED, HOUSTON OFFICE,
					     Authorized Representative

					 By                                
					   --------------------------------
					     Name:
					     Title:

					 Notice Address:
					 The Industrial Bank of Japan 
					     Trust Company
					 1251 Avenue of the Americas
					 New York, New York  10020
					 Attn:  Atsushi Kawai
					 Telecopier No.  (212) 282-4250

					 Tranche A Commitment: $6,124,313.94

					 Tranche B Commitment:  $0


				      34


<PAGE>

				      EXHIBIT A
					   TO
				  MASTER LEASING AGREEMENT


				   ASSIGNMENT CERTIFICATE

			     Dated as of                      
					------------------------


     Reference is made to the Master Leasing Agreement dated as of April 15, 
1997 (as amended, restated, supplemented or otherwise modified from time to 
time, the "Master Leasing Agreement") by and among THE SOUTHLAND 
CORPORATION, a Texas corporation ("Lessee"), the FINANCIAL INSTITUTIONS FROM 
TIME TO TIME PARTY THERETO AS LESSOR PARTIES, CBL CAPITAL CORPORATION 
("CBL"), in its separate capacity as Agent for the Lessor Parties (in such 
capacity, together with any successor agent appointed pursuant to the Master 
Leasing Agreement, the "Agent").  Terms defined in the Master Leasing 
Agreement are used herein with the same meaning unless otherwise defined 
herein.  

	       ("Assignor") and               ("Assignee") agree as follows:
---------------                ---------------

     1.     Assignor hereby sells and assigns to Assignee, and Assignee 
hereby purchases and assumes from Assignor, (collectively, the "ASSIGNED 
PROPERTY") [a Tranche A Commitment in the amount of$----------- representing 
a Tranche A Percentage of --------%] [and] [a  Tranche B Commitment in the 
amount of $------------ representing a Tranche B Percentage of --------%.  
Assignee hereby expressly assumes and agrees to perform, to the extent of 
the interest assigned hereunder, Assignor's obligations and liabilities as a 
Lessor Party under the Master Leasing Agreement, including but not limited 
to the obligations to advance funds to Agent for the purchase of Equipment 
(collectively, the "ASSUMED OBLIGATIONS").

     2.     Assignor (i) represents and warrants that it is the legal and 
beneficial owner of, and has full right to sell and assign, the Assigned 
Property and (ii) confirms that it has obtained all necessary approvals, 
taken all necessary corporate and legal action and has full power and 
authority to enter into this Assignment Certificate.  Assignor and Agent (i) 
make no representation or warranty and assume no responsibility with respect 
to any statements, warranties or representations made in or in connection 
with the Master Leasing Agreement or the execution, legality, validity, 
enforceability, genuineness, sufficiency or value of the Master Leasing 
Agreement or any other instrument or document furnished pursuant thereto, 
(ii) make no representation or warranty and assume no responsibility for the 
performance or observance by Lessee of any of its obligations under the 
Master Leasing Agreement or any other instrument or document furnished 
pursuant thereto, and (iii) make no other representation or warranty, except 
(in the case of Assignor) as expressly set forth herein.

     3.     Assignee (i) confirms that it has received a copy of the Master 
Leasing Agreement and such other documents and information as it has deemed 
appropriate to make its own credit analysis and decision to enter into this 
Assignment Certificate and that it has obtained all necessary approvals, 
taken all necessary corporate and legal action and has full power and 
authority to enter into this Assignment Certificate; (ii) agrees that it 
will, independently and without reliance upon Agent, Assignor or any other 
Lessor Party 




<PAGE>

and based on such documents and information as it shall deem appropriate at 
the time, continue to make its own credit decisions in taking or not taking 
action under the Master Leasing Agreement; (iii) appoints and authorizes 
Agent to take such action as agent on its behalf and to exercise such powers 
under the Master Leasing Agreement as are delegated to Agent by the terms 
thereof, together with such powers as are reasonably incidental thereto; 
(iv) agrees that it will perform in accordance with their terms all of the 
obligations which by the terms of the Master Leasing Agreement are required 
to be performed by it as a Lessor Party; (v) specifies as its address for 
notices, the office(s) set forth beneath its name on the signature pages 
hereof; and (vi) represents and warrants that it is acquiring the Assigned 
Property for its own account and not with a view toward a public sale or 
distribution and has such knowledge and experience in financial and business 
matters to enable it to evaluate the merits and risks of purchasing the 
Assigned Property and to make the necessary investment decisions in 
connection therewith.

     4.     The effective date for this Assignment Certificate shall be the 
date of acceptance thereof by Agent, unless a later date is specified on the 
signature pages hereof (the "EFFECTIVE DATE").  Following the execution of 
this Assignment Certificate by Assignor and Assignee, it will be delivered 
to Agent for acceptance and recording by Agent, together with a processing 
and recordation fee in the amount of $2,500.00.

     5.     Upon such acceptance and recording by Agent, on and after the 
Effective Date, Agent shall make all payments under the Master Leasing 
Agreement in respect of the interest assigned hereby (including, without 
limitation, Rent) to Assignee.  Assignor and Assignee shall make all 
appropriate adjustments in payments under the Master Leasing Agreement for 
periods prior to the Effective Date directly between themselves.

     6.     This Assignment Certificate shall be governed by, and construed 
in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment 
Certificate to be executed by the      ---------------------------------ir 
respective officers thereunto duly authorized as of the date first above 
written.

					  (NAME OF ASSIGNOR)



					   By:                           
					      ---------------------------
					   Title:                        
						-------------------------





<PAGE>

					  (NAME OF ASSIGNEE)



					  By:                            
					     ----------------------------
					  Title:                         
						-------------------------


					  Address for notices:

					  -------------------------------
					  -------------------------------
					  Attention:
						    ---------------------
					  Telephone:
						    (----)---------------
					  Fax:
						    (----)---------------

(Effective Date:
		---------------------)

Accepted this     day
	     -----
of 
   ---------------------

CBL Capital Corporation,
  as Agent


By:                                    
    -----------------------------------
Title: