FIRST SECURITY LEASING COMPANY
                        MASTER EQUIPMENT LEASE AGREEMENT


     This MASTER  EQUIPMENT LEASE AGREEMENT is between the First Security entity
specified below ("Lessor") and the lessee or lessees specified below ("Lessee").

Section 1. Declaration of Intent to Lease; Delivery and Acceptance of Equipment.

     Subject to the terms hereof, Lessor agrees to make payment for and to lease
to Lessee the  personal  property  described  in  Schedules,  as defined  below,
(hereinafter  referred to collectively as "Equipment" and individually as "Item"
or "Item of Equipment"),  and Lessee agrees to lease each such Item of Equipment
from Lessor for the Rental  specified in the Lease Schedules to Master Equipment
Lease  Agreement  entered into pursuant to this  Agreement  and making  specific
reference  hereto (the  "Schedules"),  subject to the terms and  conditions  set
forth herein and in the Schedules.

     There may be one or more  Schedules  under this Agreement  executed  either
simultaneously  with  or  subsequent  to the  execution  and  delivery  of  this
Agreement.  Each  Schedule  making  specific  reference  to this  Agreement  and
incorporating  the terms hereof shall  constitute a separate lease which will be
identified by a Lease Number  identified in such Schedule.  The term "Agreement"
used  herein  shall  refer to this  Master  Equipment  Lease  Agreement  and the
Schedules.  The lease created by a particular  Schedule and a copy of the Master
Equipment Lease  Agreement shall be referred to as "a Lease".  The terms of this
Master  Equipment  Lease  Agreement may be changed,  modified or supplemented in
Section 1 of any Schedule.

 Section 2. Term; Rental and Late Charges.

     The term of each Lease with respect to any Item of  Equipment  (the "Term")
shall  commence  upon the date of acceptance  indicated in the Schedules  hereof
relating  thereto  (the  "Acceptance   Date")  and  shall  end,  unless  earlier
terminated  in  accordance  with  the  provisions  of  this  Agreement,  at  the
expiration of the Term specified in the Schedule.

     Lessee shall pay to Lessor Basic Rental and Interim Rental for each Item of
Equipment  in the amounts and on the dates  specified in the  Schedules  (each a
"Rental Payment Date").

     In the event any Rental or other amount payable hereunder shall not be paid
within  ten (10) days when due,  Lessee  shall pay to  Lessor,  as  supplemental
rental,  an amount  equal to five  percent  (5%) of such  overdue  Rental,  plus
interest on such overdue  payment  until paid,  at the rate of eighteen  percent
(18%) per annum.
                     
     All  payments to Lessor  provided for in this Lease shall be paid to Lessor
at the address  indicated  herein or at such other place as Lessor shall specify
in writing.

     All  Leases  created  hereunder  are net  leases  and  Lessee  shall not be
entitled to any abatement of Rental,  Residual  Value or other  charges  payable
hereunder by Lessee or withholding thereof from Lessor or any reduction thereof,
including,  but not limited to,  abatements or reductions  due to any present or
future claims of Lessee  against  Lessor or any assigned under this Agreement or
otherwise,  or against the manufacturer or vendor of the Equipment,  nor, except
as otherwise expressly provided herein, shall this Agreement  terminate,  or the
obligations  of Lessee be  affected,  by reason of any defect in or damage to or
loss or  destruction  of all or any of the Equipment  from whatever  cause,  the
interference  with  use by  any  private  person,  corporation  or  governmental
authority, the invalidity, unenforceability or lack of due authorization of this
Agreement  or lack of right,  power or  authority  of Lessor to enter  into this
Agreement,  or  for  any  other  cause  whether  similar  or  dissimilar  to the
foregoing.

Section 3. Early Termination; Renewal; Purchase.

     Provided  no  Event  of  Default  shall  have  occurred  and be  continuing
hereunder, Lessee shall have the right during the Term, upon not less than sixty
(60) days' prior written notice to Lessor,  to terminate a Lease with respect to
all, but not less than all, Items  thereunder as of the next  succeeding  Rental
Payment Date following such notice,  subject to Lessor's receipt of the payments
specified in the  following  sentence.  On or before the  termination  of Lease,
Lessee  shall  pay to Owner:  (1)- all  Rental  due and to become  due up to and
including the next  succeeding  Rental Payment Date  following such notice;  and
(2)- the  Termination  Value of the Equipment  being  terminated as of such next
succeeding  Rental Payment Date. Upon payment of all such amounts the obligation
of Lessee to pay  Rental on each  succeeding  Rental  Payment  Date  shall  then
terminate.  The  "Termination  Value" of an Item  shall  mean,  as of any Rental
Payment Date, the present value of the sum of (i)- all remaining installments of
Rental  (excluding the  installment  due on such Rental Payment Date) and (ii) -
the Residual  Value  indicated in the Schedule  relating  thereto,  computed by
discounting  such amounts at such rate and applying such penalties as shall then
be consistent with Lessor's normal  business  practices.  See Section I of Lease
Schedule.

     Provided  no  Event  of  Default  shall  have  occurred  and be  continuing
hereunder,  Lessee  shall  have the  right,  upon not less than sixty (60) days'
prior written notice to Lessor, to renew a Lease upon the expiration of the term
thereof with respect to all, but not less than all,  Items  thereunder  for such
term as Lessor  and  Lessee  agree and with  Rental  payments  which  will fully
amortize the Residual Value at then current market rates.

     Upon the  expiration of the Term of a Lease,  unless  renewed or terminated
earlier in accordance  herewith,  Lessee shall pay to Lessor on the final day of
the Term an amount in cash equal to the Residual Value of all, but not less than
all, Items thereunder.

     If Lessee shall determine upon the expiration of the Term of a Lease or the
termination thereof pursuant to this Section 3, to sell the Equipment thereunder
to a third party  rather  than to retain such  Equipment,  Lessee  shall  notify
Lessor in writing of such  determination  at least sixty (60) days prior to such
expiration or termination.  Upon receipt of such notice, Lessor shall act as the
exclusive  agent of  Lessee to sell such  Equipment.  Lessor  shall use its best
efforts  to  arrange a sale for cash of the  Equipment  at then  current  market
values. Lessee agrees to reimburse Lessor for all expenses incurred by Lessor in
connection  with such sale  including the costs of repair or  preparation of the
Equipment  and to pay a  reasonable  fee for  such  services.  Lessor  shall  be
entitled to retain from the  proceeds of any such sale or lease any amounts then
still due and owing to Lessor.  Any excess  shall be paid to Lessee.  Nothing in
this paragraph shall be construed to relieve Lessee of its obligation to pay the
applicable  Termination  Value and Residual  Value on the date such payments are
due under Sections 3(A) and 3(C) hereof. See Section I of Lease Schedule.

     All  sales   pursuant  to  this   Section 3   shall  be  made  without  any
representation,  recourse or  warranty on the part of Lessor  except that Lessor
shall  warrant that the  Equipment  is free and clear of all liens,  charges and
encumbrances  arising as a result of claims  against  Lessor not  related to its
ownership of the  Equipment.  Lessor shall  deliver to Lessee or other buyer any
and all documents reasonably requested to transfer title to such Equipment on an
as-is where-is basis.

Section 4. Conditions Precedent.

     The  obligation of Lessor to lease an Item of Equipment and to make payment
to the vendor  therefor  is subject to  Lessee's  supplying  the  following,  if
requested by Lessor, at Lessee's expense, in form and substances satisfactory to
Lessor.

A.   Articles of  Incorporation  and By-laws of Lessee,  and  resolutions of the
     Board  of  Directors,  each  certified  by the  Secretary  or an  Assistant
     Secretary  duly  authorizing  each  Lease of  Equipment  hereunder  and the
     execution,  delivery and performance of this Agreement and each Schedule if
     Lessee is a corporation;

B.   Partnership Agreement, trust indenture,  assumed name filings or such other
     documents as Lessor may demand if lessee is not a corporation;

C.   Evidence  satisfactory  to Lessor as to due  compliance  with the insurance
     provisions of Section 11 hereof and Section G of the Schedules;

D.   A favorable written opinion of counsel for Lessee satisfactory to Lessor as
     to each of the matters set forth in Section 5(B)(i) - (vi) hereof and as to
     such other matters as Lessor may reasonably request;
E.   A completed and signed Schedule including a description of such Item; and

     F.  Vendor's invoice of the Item.

Section 5. Representations and Warranties.

     Lessor's  Representations  and Warranties.  Lessor warrants that during the
Term of any Lease,  if no Event of Default  has  occurred,  Lessee's  use of the
Equipment  shall not be interrupted by Lessor or anyone  claiming solely through
or under Lessor.

     The  warranties  set forth in the  preceding  paragraph  are in lieu of all
other warranties of Lessor,  whether written,  oral or implied, and Lessor shall
not by virtue of having  executed this Agreement or any other document  pursuant
to this  Agreement,  or for any other  reason,  be deemed to have made any other
warranties.   LESSOR   LEASES  THE   EQUIPMENT   AS  IS  WITHOUT   WARRANTY   OR
REPRESENTATION,  EITHER  EXPRESSED  OR  IMPLIED,  AS TO ANY  MATTER  WHATSOEVER,
INCLUDING  WITHOUT  LIMITATION (A) THE DESIGN,  PERFORMANCE,  SPECIFICATIONS  OR
CONDITION OF ANY ITEM OR ITEMS OF EQUIPMENT,  (B) THE  MERCHANTABILITY  THEREOF,
(C) THE  FITNESS FOR ANY  PARTICULAR  PURPOSE  THEREOF,  (D) THE  LESSOR'S TITLE
THERETO,  (E) INTERFERENCE BY ANY PARTY OTHER THAN LESSOR WITH LESSEE'S RIGHT TO
THE QUIET ENJOYMENT  THEREOF,  OR (F) THE QUALITY OF THE MATERIAL OR WORKMANSHIP
OF THE EQUIPMENT OR CONFORMITY  THEREOF TO THE PROVISIONS AND  SPECIFICATIONS OF
ANY  PURCHASE  ORDER  RELATING  THERETO,  IT BEING AGREED THAT ALL SUCH RISKS AS
BETWEEN LESSOR AND LESSEE ARE TO BE BORNE BY LESSEE.  LESSEE FURTHER UNDERSTANDS
AND AGREES THAT  NEITHER THE  EQUIPMENT  SUPPLIER NOR ANY  SALESPERSON  OR OTHER
AGENT OR EMPLOYER OF SUCH SUPPLIER IS AN AGENT FOR OR HAS ANY AUTHORITY TO SPEAK
FOR OR TO BIND LESSOR IN ANY WAY.  LESSOR IS NOT AN AGENT OR  REPRESENTATIVE  OF
SUCH SUPPLIER.  Lessor hereby authorizes Lessee, at Lessee's expense,  to assert
for Lessor's  account during the Term of a Lease,  all of Lessor's  rights under
any manufacturer's  vendor's or dealer's warranty on the Equipment to the extent
permitted by law and  agreement,  and Lessor agrees to cooperate  with Lessee in
asserting  such  rights;  provided,  however,  Lessee shall  indemnify  and hold
harmless  Lessor from and against any and all claims,  and all costs,  expenses,
damages,  losses and  liabilities  incurred or suffered by Lessor in  connection
therewith,  as a result of, or incident to, any action by Lessee pursuant to the
above   authorization.   Lessor  shall  not  be   responsible   for  special  or
consequential  damages  relating to its  obligations or performance  under their
Agreement.

     B. Lessee's Representations and Warranties.  Lessee represents and warrants
that:
               (i)  Lessee, if a corporation,  is duly organized and existing in
                    good   standing   under   the  laws  of  the  state  of  its
                    incorporation, and is duly qualified to do business in those
                    jurisdictions  (including  those where the Equipment will be
                    located) where such  qualification  is necessary to carry on
                    its present business  operations;

               (ii) Lessee,  if a  partnership,  trust or other entity,  is duly
                    organized, registered and validly existing under the laws of
                    the  jurisdiction  of its  organization  or residence and is
                    duly  qualified  to  do  business  in  those   jurisdictions
                    (including  those where the Equipment will be located) where
                    such  qualification  is  necessary  to carry on its  present
                    business operations;

               (iii)Lessee has full power, authority and legal right to execute,
                    deliver  and  perform  the  terms  of this  Agreement.  This
                    Agreement   has  been  duly   authorized  by  all  necessary
                    corporate  action on the part of Lessee  and the  execution,
                    delivery  and   performance   thereof  do  not  require  any
                    stockholder  approval, do not require the approval of or the
                    giving of notice to any  federal,  state,  local or  foreign
                    governmental authority, do not contravene any law binding on
                    Lessee or Lessee's  certificate or articles of incorporation
                    or by-laws and do not  contravene  or  constitute  a default
                    under any indenture,  credit agreement or other agreement to
                    which Lessee is a party or by which it is bound;

               (vi) This  Agreement  constitutes  a  legal,  valid  and  binding
                    obligation of Lessee,  enforceable  in  accordance  with its
                    terms;
     
               (v)  There are no pending or  threatened  actions or  proceedings
                    before any court, administrative agency or other tribunal or
                    body or  judgments  which may  materially  adversely  affect
                    Lessee's financial condition or operations;

               (vi) No approval, consent or withholding of objection is required
                    from any governmental authority with respect to the entering
                    into or performance by Lessee of this Agreement;
     
               (vii)The balance  sheet of Lessee for its most recent fiscal year
                    and the related earnings statement of Lessee for such fiscal
                    year  have  been  furnished  to Lessor  and  fairly  present
                    Lessee's financial condition as of such date and the results
                    of its operations for such year in accordance with generally
                    accepted accounting  principles  consistently  applied,  and
                    since such date there has been no material adverse change in
                    such conditions or operations; and

               (viii) Lessee shall not consolidate  with or merge into any other
                    business entity or convey,  transfer or lease  substantially
                    all of its assets as an entirety to any third party  without
                    the prior written consent of Lessor.

Section 6. Mortgages, Liens, Etc.

     Lessee will not directly or indirectly create,  incur, assume or permit the
existence of any mortgage,  security interest, pledge, lien, charge, encumbrance
or claim on or with  respect to the  Equipment,  title  thereto or any  interest
therein  except  (a) the  respective  rights  of  Lessor  and  Lessee  as herein
provided,  (b) liens or  encumbrances  which result from claims  against  Lessor
except to the extent  that such  liens and  encumbrances  arise from  failure of
Lessee to perform any of Lessee's obligations hereunder, and (c) liens for taxes
either  not  yet  due or  being  contested  in  good  faith  and by  appropriate
proceedings.  Lessee will promptly,  at its own expense, take such action as may
be necessary duly to discharge any such  mortgage,  security  interest,  pledge,
lien, charge encumbrance or claim not specifically excepted above.

Section 7.     Taxes.

     Lessee  agrees to pay promptly  when due and to  indemnify  and hold Lessor
harmless from all sales, use, personal property,  leasing, leasing use, stamp or
other taxes, levies, imposts, duties, charges, fees or withholding of any nature
(together with any penalties, fines or interest thereon) imposed against Lessor,
Lessee or the Equipment by any federal,  state,  local or foreign  government or
taxing  authority  upon or with respect to the  Equipment or upon the  purchase,
ownership,  delivery,  leasing,  possession,  use  operation,  return  or  other
disposition  thereof,  or  upon  the  rentals,   receipts  or  earnings  arising
therefrom,  or upon or with respect to any Lease (excluding,  however,  federal,
state and local taxes on or measured solely by the net income of Lessor) unless,
and to the  extent  only,  that any such  tax,  levy,  impost,  duty,  charge or
withholding  is being  contested  by  Lessee in good  faith  and by  appropriate
proceedings. In case any report or return is required to be made with respect to
any  obligation  of Lessee under this Section  Lessee will notify Lessor of such
requirement  and  make  such  report  or  return  in such  manner  as  shall  be
satisfactory  to Lessor.  Lessor  agrees to  cooperate  fully with lessee in the
preparation  of any  such  reports  or  returns.  Lessee  agrees  to  remit  all
applicable  sales or use taxes to Lessor  promptly  upon  receipt  of an invoice
therefor.

Section 8. Title; Use, Maintenance and Operation, Identification Marking.

     Lessor  shall  retain  full legal  title to the  Equipment  notwithstanding
delivery  to and  possession  and use  thereof by Lessee.  Upon  delivery of the
Equipment  Lessee shall cause said Equipment to be duly  registered,  and at all
times  thereafter  to  remain  duly  registered,  in the name of  Lessor,  or at
Lessor's  request shall furnish to Lessor such information as may be required to
enable  Lessor to make  application  for such  registration  and shall  promptly
furnish to Lessor such  information  as may be required to enable Lessor to file
timely any reports  required  to be filed by it as Lessor  under the Lease or as
the owner of the Equipment with any governmental authority.

     Lessee agrees that the Equipment  will be used solely in the conduct of its
business.  Lessee  further  agrees to comply in all material  respects  with all
applicable governmental laws,  regulations,  requirements and rules with respect
to the use,  maintenance and operation of each Item of Equipment.  Lessee agrees
that each Item of Equipment  (except  Items which prior to the execution of this
Lease  Lessee shall have  advised  Lessor in writing are normally  used or to be
used in more  than  one  location)  will be  kept at the  address  shown  in the
Schedules with respect to such Item unless Lessor shall first otherwise  consent
in writing. Lessee will immediately given written notice to Lessor of any change
in its principal place of business.

     Lessee, at its own cost and expense, will repair and maintain the Equipment
so as to keep it in a good  condition  as when  delivered  to Lessee  hereunder,
ordinary wear and tear excepted.  Lessee may from time to time add further parts
or  accessories  to any Item of Equipment  provided  that such addition does not
impair the value, utility or warranties of such Item of Equipment and is readily
removable without causing material damage to such Item.

     Lessee agrees at its own cost and expense to place such markings, plates or
other  identification  on the Equipment showing Lessor's title thereto as Lessor
may from time to time request,  provided such identification markings are placed
so as not to interfere  with the usefulness of such  Equipment.  Except as above
provided,  Lessee  will  not  allow  the  name  of any  person,  association  or
corporation  to be  placed  on the  Equipment  as a  designation  that  might be
interpreted as a claim of ownership.

Section 9. Inspection.

     Upon the request of Lessor,  Lessee shall advise  Lessor as to the location
of each Item of Equipment and shall, at any reasonable  time, make the Equipment
available to Lessor or Lessor's  agent for  inspection  at the place where it is
ordinarily  located and shall make Lessee's records  pertaining to the Equipment
available for Lessee's inspection.

Section 10.     Loss or Destruction.

     In the  event  any Item of  Equipment  shall be  lost,  stolen,  destroyed,
damaged  beyond  repair or  permanently  rendered  unfit for use for any  reason
whatsoever ("Event of Loss"). Lessee shall promptly, but in any event within ten
(10) days of the Event of Loss, give written notification to Lessor of said loss
and the facts pertaining thereto. In addition, within ten (10) days of the Event
of Loss Lessee  shall elect  either:  (a) to  replace  such Item of Equipment at
Lessee's own cost and expense of; or (b) to pay to Lessor the Termination  Value
of the Item and shall notify Lessor in writing of such election.

     Should  Lessee elect to replace such Item,  any  replacement  Item shall be
free and clear of all liens,  encumbrances  and rights of others and shall be of
like kind and have  substantially  equal fair market value as the replaced Item,
as if such  replaced  Item  were in the  condition  and  repair  required  to be
maintained  by the terms  hereof.  All such  replacement  Items shall become the
property of Lessor and shall immediately  become subject to this Agreement,  and
shall be deemed  part of the  Equipment  for all  purposes  hereof,  to the same
extent as the property originally  comprising the Equipment.  Such replaced Item
of Equipment shall no longer be deemed part of the Equipment  leased  hereunder,
and Lessor will transfer to Lessee, without recourse or warranty all of Lessor's
right,  title and interest  therein.  In the event Lessee elects to replace such
Item of Equipment,  Lessee's obligation to pay Rental as set forth in this Lease
Agreement  shall  remain  unchanged.  Lessee  further  agrees  to  execute  such
documents in connection with such  replacement as deemed  necessary by Lessor to
insure Lessor's full title thereto.


     Should Lessee elect not to replace such Item of Equipment, Lessee shall pay
to Lessor, on the next Rental Payment Date for such Item following such Event of
Loss, the  Termination  Value of such lost or destroyed  Item. The obligation of
Lessee to pay Rental with respect to such Item (including the Rental due on such
Rental  Payment  Date)  shall  continue  undiminished  until the payment of such
Termination  Value.  After  the  payment  of such  Termination  Value,  Lessee's
obligation to pay Rental for such Item shall cease,  but Lessee's  obligation to
pay Rental for all other Items of Equipment  shall remain  unchanged.  After the
payment of such  Termination  Value,  Lessor will  transfer  to Lessee,  without
recourse or warranty,  all of Lessor's right,  title and interest in and to such
Item of Equipment suffering the Event of Loss.

Section 11. Insurance.

     At its own expense,  Lessee shall maintain comprehensive general liability,
products  liability  and property  damage  insurance  acceptable  to Lessor with
respect  to each Item in an amount  not less than the  amount  specified  in the
Schedules relating thereto and, in any event, in an amount sufficient to provide
full coverage  against all loss and liability.  Each such insurance policy shall
name  Lessor as an insured  and as loss payee and shall  provide  that it may be
altered or  canceled by the insurer  only after  thirty (30) days prior  written
notice  to  Lessor.  Lessee  agrees  to cause  certificates  or  other  evidence
satisfactory  to Lessor showing the existence of such  insurance,  the terms and
conditions of each policy and payment of the premium therefor to be delivered to
Lessor upon demand thirty (30) days prior to expiration or cancellation  showing
renewal or replacement of such policy.  In the event Lessee shall fail to obtain
and/or  maintain  insurance in accordance with the provisions of this paragraph,
Lessor shall have the right to obtain such insurance as Lessor deems  necessary,
and Lessee  shall  reimburse  Lessor for the  payment by Lessor of all  premiums
therefor  together with interest  computed from the date of Lessor's  payment at
the rate of eighteen percent (18%) per annum. If (a) any insurance  proceeds are
received  with  respect  to a loss with  respect  to  Equipment  which  does not
constitute an Event of Loss under Section 10, or (b) if Lessee elects to replace
an Item or Items  suffering an Event of Loss under the  provisions of Section 10
hereof, proceeds will be applied in payment for repairs and replacement required
pursuant to Section 8  and  9 hereof,  or to reimburse  Lessee  having made such
payments.

Section 12.     Indemnification and Expenses.

     Lessee shall indemnify, protect and keep harmless Lessor or any assignee or
transferee of Lessor and their  respective  agents and servants from and against
all claims, causes of action, damages,  liability (including strict liability in
tort),  costs,  fees or expenses  (including  attorney's  fees)  incurred in any
manner by or for the  account of any of them  relating to the  Equipment  or any
part thereof including without limitation the construction,  purchase, delivery,
installation,  ownership,  leasing or return of the  Equipment or as a result of
the use,  maintenance,  repair,  replacement,  operation or  condition  thereof,
(whether  defects  are  latent or  discoverable  by Lessor or by  Lessee).  This
Section shall be effective  from the date the first Item of Equipment is ordered
and shall remain in effect  notwithstanding  the expiration or other termination
of a Lease with respect to any one or more Items of Equipment.  Lessee agrees to
give Lessor prompt notice of any claim or liability hereby indemnified  against.
Lessor  agrees to  cooperate  with Lessee in any defense or other  action  which
Lessee is by this Section obligated to undertake.

Section 13.     Assignments and Subleases.

     Lessor  may at any time,  without  notice,  grant a security  interest  in,
transfer or assign any or all Leases,  Items or rights and remedies as Lessor to
any party,  with such party assuming all, part or none of Lessor's  obligations.
Lessee shall not assert against such party any defense,  counterclaim, or offset
Lessee  may have  against  Lessor.  Lessee  acknowledges  that  any such  grant,
transfer or assignment  would not materially  change Lessee's  duties,  risks or
interests under the Agreement.

     LESSEE SHALL NOT,  WITHOUT  LESSOR'S  PRIOR  WRITTEN  CONSENT,  SUBLEASE OR
RELINQUISH POSSESSION OF ANY ITEM OR ASSIGN ANY OF ITS RIGHTS OR DELEGATE ANY OF
ITS  OBLIGATIONS  HEREUNDER.  Lessee  grants  Lessor a security  interest in any
existing or future sublease of an Item and the proceeds thereof,  whether or not
such sublease is prohibited.

Section 14.     Events of Default; Remedies.

               A.   The following shall constitute Events of Default hereunder:

               (i)  Lessee  shall  fail to make  any  Interim  or  Basic  Rental
                    payment  or the  Residual  Value  payment  when due and such
                    failure shall continue unremedied for ten (10) days;

               (ii) Lessee  shall fail to make any  payment  other  than  Rental
                    required  hereunder  or shall fail to perform or observe any
                    covenant, condition or agreement to be performed or observed
                    by it under this Agreement,  and such failure shall continue
                    unremedied  for ten  (10)  days  after  notice  from  Lessor
                    requiring  performance;

               iii) Any representation or warranty made by Lessee herein, in any
                    Schedule or any  supplement  or addition  hereto,  or in any
                    document  or  certificate  furnished  Lessor  in  connection
                    herewith  shall  prove  to be  incorrect  at any time in any
                    material  respect;

               (vi) Lessee  shall  become  insolvent  or  bankrupt  or  make  an
                    assignment  for the benefit of  creditors  or consent to the
                    appointment  of a trustee  or  receiver,  or a trustee  or a
                    receiver  shall be appointed for Lessee or for a substantial
                    part of its  property  without  its consent and shall not be
                    dismissed within a period of sixty (60) days, or bankruptcy,
                    reorganization or insolvency proceedings shall be instituted
                    by or against  Lessee and,  if  instituted  against  Lessee,
                    shall not be dismissed for a period of sixty (60) days.


               B.   Upon the occurrence of an Event of Default Lessor may at its
                    option exercise one or more of the following remedies:

               (i)  Declare all unpaid  Rentals under any Lease or all Leases to
                    be immediately due and payable;

               (ii) Proceed by appropriate  court action to enforce  performance
                    by Lessee of the  applicable  covenants,  of this  Agreement
                    and/or to recover damages for the breach thereof; or

               (iii)By  notice in  writing  terminate  any  Lease or all  Leases
                    whereupon  all rights of Lessee to the use of the  Equipment
                    shall  absolutely  cease and  terminate,  but  Lessee  shall
                    remain liable as hereinafter provided.  Thereafter,  Lessee,
                    if  requested  by Lessor,  shall,  at its own cost  promptly
                    deliver possession of the Equipment to Lessor in such manner
                    and to such  place as Lessor  shall  direct or Lessor may at
                    any hour and without liability, except for malicious acts by
                    its  agents,  and  without  notice to Lessee  enter upon the
                    premises  of  Lessee  or  other  premises  where  any of the
                    Equipment  may be located and take  possession  of or render
                    unusable  all or  any  of  such  Equipment  and  attachments
                    thereon   whether  or  not  the   property   of  Lessor  and
                    thenceforth  hold,  sell or re-lease  such  Equipment at its
                    option.  Lessor shall thereupon have a right to recover from
                    Lessee an amount equal to any unpaid  Rental due and payable
                    up to and  including the Rental  Payment Date  following the
                    date on  which  Lessor  has  given  the  termination  notice
                    referred to above, any and all other amounts due and payable
                    hereunder and in addition thereto (a) as damages for loss of
                    the  bargain  and not as  penalty  an  amount  equal  to the
                    Termination  Value  as of  such  Rental  Payment  Date,  and
                    (b) all  expenses,  including  but not limited to reasonable
                    attorney's fees, which Lessor shall have sustained by reason
                    of the breach of any  covenant of this  Agreement,  expenses
                    for  obtaining  and storing the  Equipment  and  expenses in
                    connection with locating another lessee or buyer.

               C.   The remedies in this  Agreement in favor of Lessor shall not
                    be deemed exclusive, but shall be cumulative and shall be in
                    addition to all other  remedies in its favor existing at law
                    or  in  equity.   Lessee   hereby   waives   any   mandatory
                    requirements of law, now or hereafter in effect, which might
                    limit or modify any of the remedies herein provided,  to the
                    extent that such waiver is  permitted  by law. No express or
                    implied  waiver by Lessor of any Event of Default  hereunder
                    shall in any way be, or be  construed to be, a waiver of any
                    future or subsequent Event of Default.  The failure or delay
                    of Lessor in exercising any rights granted it hereunder upon
                    any  occurrence  of any of the  contingencies  set  forth in
                    Section 14(A)  shall  not  constitute  a waiver  of any such
                    right  upon  the  continuation  or  recurrence  of any  such
                    contingencies  or  similar  contingencies  and any single or
                    partial exercise of any particular right by Lessor shall not
                    exhaust the same or  constitute  a waiver of any other right
                    provided herein.

Section 15. Lessor's Rights to Perform for Lessee.

     If Lessee fails to perform or comply with any of its  agreements  contained
herein, Lessor may, but shall not be required to, make any payment or perform or
comply with any  covenant or  agreement  contained  herein,  and all  reasonable
expenses of Lessor  incurred in connection  therewith shall be payable by Lessee
upon demand  together  with  interest at the rate of eighteen  percent (18%) per
annum from the date of payment to the date of reimbursement. 

Section 16. Further Assurance; Financial Information.

     Lessee will  promptly  and duly  execute and deliver to Lessor such further
documents or  instruments  of further  assurance and take such further action as
Lessor  may from  time to time,  reasonably  request  in order to carry  out the
intent and purpose of this Agreement and to establish and protect the rights and
remedies  created  or  intended  to be  created  in favor of  Lessor  hereunder,
including, without limitation, if requested by Lessor, at the expense of Lessee:


               A.   The  execution  and  delivery of financing  statements  with
                    respect  hereto,   in  accordance  with  the  laws  of  such
                    jurisdictions   as  Lessor   may  from  time  to  time  deem
                    advisable; 

               B.   An audit report containing a balance sheet, income statement
                    and  statement  of  sources  and uses of funds  prepared  by
                    independent   certified   public   accountants,   or   other
                    accountant  acceptable to Lessor  within one hundred  twenty
                    (120) days after the close of each fiscal year of Lessee;
                    and

               C.   A report  containing  balance  sheets  as of the end of each
                    quarterly  period of Lessee's fiscal year,  income statement
                    and  statement  of sources  and uses of funds  certified  as
                    accurate by an officer of Lessee within forty-five (45) days
                    after the close of each such quarterly period.

Section 17.     Notices.

     All notices  required by the terms  hereof  shall be in writing,  and shall
become  effective when deposited in the United States mail,  with proper postage
for  certified  mail  prepaid,  addressed to the address shown herein or to such
other  address as such party  shall  from time to time  designate  for itself in
writing to the other party.  Notice to Lessor is  sufficient if mailed to: First
Security Leasing Company, P.O. Box 30006, Salt Lake City, Utah, 84130. Notice to
Lessee is sufficient if mailed to the address set forth on the signature page of
this Agreement.

Section 18. Multiple Lessees.

     If there is more than one Lessee named in this Agreement,  the liability of
each shall be joint and several, and each Lessee has the authority to enter into
agreements  with Lessor  modifying  or extending  the terms of the  Agreement on
behalf of each other Lessee. If used herein or in any related document, the term
"Co-Lessee" or "Co-Lessees" shall be synonymous with "Lessee" as defined herein.

Section 19.     Effect of Invalid Provision.

     Any  provision  of this  Agreement  which may be  determined  by  competent
authority to be prohibited or  unenforceable  in any  jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such provision in any other  jurisdiction.  To the extent
permitted by  applicable  law,  Lessee  hereby waives any provision of law which
renders any provision hereof prohibited or unenforceable in any respect.

Section 20.     Miscellaneous.

     This Agreement and other written  documents  executed by the parties hereto
contain  the  entire  agreement  between  the  parties  and  there are no verbal
representations, warranties, or agreements of any kind whatsoever.

     No term or provision of this Agreement may be changed, waived,  discharged,
or terminated  orally,  but only by an instrument in writing signed by the party
against which  enforcement  of the change,  waiver,  discharge or termination is
sought. No third-party manufacturer,  supplier,  salesperson,  or broker, or any
agent  thereof,  is  Lessor's  agent or is  authorized  to waive or  modify  any
provision of the Agreement.

     This  Agreement  shall in all  respects be governed  by, and  construed  in
accordance with, the laws of the State of Utah. Any judicial  proceeding brought
against  Lessee with  respect to this  agreement  may be brought in any court of
competent  jurisdiction in the State of Utah. By its execution of this Agreement
and the Schedules, Lessee unconditionally accepts the jurisdiction of the courts
of the State of Utah and  agrees to be bound by any  judgment  rendered  thereby
with  respect to this  Agreement.  If Lessee is not a  resident  of the State of
Utah, service of process upon Lessee by mail shall constitute  sufficient notice
of  any  such  proceeding.  Lessee  waives  any  right  to a jury  trial  in any
proceeding concerning the Agreement.

     The word  "including" as used in the Agreement shall mean  "including, but
not limited to".  Nothing  herein shall affect the right to serve process in any
other manner permitted by law or limit the right of Lessor to bring  proceedings
against Lessee in the courts of any jurisdiction.

     This Agreement shall inure to the benefit of and be binding upon the heirs,
successors, assigns and personal representatives of the parties hereto.

          
LESSEE:                                      LESSOR:

PHOENIX GOLD INTERNATIONAL, INC., 
a(n) Oregon corporation                      FIRST SECURITY BANK, N.A.


BY:  Joseph K. O'Brien                      BY:   /s/ Jeff Aden

ITS: Chief Financial Officer                ITS:_______________________________

Address:  9300 N. Decatur Street             Address:c/o First Security Leasing
          Portland OR 97203                           Company
                                                  381 East Broadway, 2nd Floor
                                                  Salt Lake City, Utah  84111

Federal ID or
Social Security Number:  93-1066325