Lease No. 008-3003538

                         FIRST SECURITY LEASING COMPANY
                                LEASE SCHEDULE TO
                        MASTER EQUIPMENT LEASE AGREEMENT


     This  Lease  Schedule  to Master  Equipment  Lease  Agreement  (the 'Lease
Schedule') is entered into pursuant to the terms of the Master  Equipment  Lease
Agreement (the 'Agreement')  between the signatories  hereof dated July 15, 1998
and constitutes a separate lease (the 'Lease') thereunder.

     All the terms and  conditions  of the  Agreement  are  hereby  incorporated
herein and made a part hereof as if such terms and conditions  were set forth in
this Lease Schedule at length and all capitalized terms not otherwise defined in
this Lease Schedule  shall have the meaning set out in the  Agreement.  By their
execution and delivery of this Lease Schedule  Lessor and Lessee hereby reaffirm
on  and  as  of  the  date  hereof  all  the  terms,   conditions,   agreements,
representations and warranties contained in the Agreement.  A copy of the signed
Agreement  attached  to the Lease  Schedule,  which  attachment  shall adopt the
copied  signatures on the Agreement as of the date of the Lease Schedule,  shall
constitute an original  lease.  A copy of the  Agreement and the Lease  Schedule
shall alone  constitute  the chattel paper for purposes of perfecting a security
interest.
<TABLE>
<CAPTION>

          A)   Description of Equipment

<S>       <C>                      <C>                         <C>              <C>             <C>    
                                                                                                     Invoice
Quantity     Vendor               Description                  ID or Serial #   New or Used     Purchase Price

     1       U.S. Bank            See attached Exhibit "A"                           Used         $ 32,382.45
                                  for a complete description
                                  of equipment

     1       Transamerica         Please see attached                                Used          488,020.93
             Business Credit      Exhibit 'A' for a complete
                                  description of equipment

     1       Phoenix Gold         Please see attached                                Used         $ 604,596.62
             International, Inc.  Exhibit 'A' for a complete
                                  description of equipment

                                                                Total Invoice Purchase Price     $1,125,000.00
</TABLE>
<TABLE>
<CAPTION>


          B)   Term.  60 months.
          <S>                                                       <C>                   <C>    

          C)   Rental.

                  1.    Monthly         /x /                      2.    Advance         /  /
                        Quarterly       /  /                            Arrears         /x /
                        Semiannually    /  /
                        Annually        /  /
</TABLE>

     2.   Rental Payment  Dates:  September 1, 1998, and on the same day of each
          month with the final  payment on August 1,  2003.  Basic  Rental in an
          amount equal to 0.020396 of the total  invoice  purchase  price of all
          Items is payable on each Rental Payment Date.

     3.   Interim Rental in an amount equal to N/A of the invoice purchase price
          for each Item for each day from and  including  the date of acceptance
          for such Item to but excluding  the first Rental  Payment Date will be
          payable on the first Rental Payment Date.

          D)   Residual Value. -0- of the invoice purchase price of each item.

          E)   Location.  The Equipment shall be located :
           Address:   9300 N. Decatur St - Portland, OR 907203
           County:    Multnomah
          If required, the Equipment will be registered in OR.

          F)   Security  Deposit.  Concurrently with the execution hereof Lessee
               shall  deposit  with Lessor the sum of N/A as a security  deposit
               which  Lessor  may  use  to  satisfy  any  unpaid  late  charges,
               recording  fees or  other  amounts  due and  unpaid.  Any  unused
               portion  of the  deposit  will  be  returned  to  Lessee  without
               interest upon expiration or earlier  termination of the Lease and
               upon payment of all sums then due and owing to Lessor,  or Lessee
               may,  at its  option,  apply the unused  balance of the  security
               deposit toward the last Rental payment.

          G)   Insurance.  The  minimum  amount of  insurance  to be provided by
               Lessee as required  under the terms of the Agreement  shall be as
               follows:
               1.   Liability:  $1,000,000.00 each individual
               $1,000,000.00 each accident
               $1,000,000.00  property damage liability
               2.   Physical Damage and Loss: $1,125,000.00
               3.   Additional riders,  exclusions or special terms
                    required by Lessor: N/A .

          H)   Certificate of Acceptance.

               Lessee, having  entered into the Agreement and the Lease Schedule
               does  hereby  certify  to  Lessor  that as to the  Equipment
               listed in  Section A  of the Lease  Schedule  or any Exhibit
               attached and incorporated to the Lease Schedule:

               1.   The Equipment is of a size, design, capacity and manufacture
                    selected  by  Lessee,  is in good  condition  and  has  been
                    satisfactorily   delivered  and  installed.   Lessee  hereby
                    expressly  assumes all  responsibilities  in connection with
                    the  delivery  and  installation   thereof;

               2.   Lessee is  satisfied  that the  Equipment  is  suitable  for
                    Lessee's purposes;

               3.   Unless otherwise indicated,  the Equipment is new and unused
                    on  the  date  hereof   except  for   routine   testing  and
                    inspection;

               4.   Upon  payment  of  the  Invoice  Purchase  Price(s)  to  the
                    Vendor(s)  indicated  there  will  be  no  liens,   security
                    interests or encumbrances  against the Equipment  except the
                    interest of Lessee under the Agreement;

               5.   There exists no Event of Default or condition which, but for
                    the  passing  of time or giving  of  notice  or both,  would
                    constitute an Event of Default under the Agreement; and

               6.   The  Equipment  is  personal  property  and will not  become
                    either real property, fixtures or inventory.
      I) Other Terms.

          Notwithstanding  any language in this Lease  Schedule to the contrary,
     Lessor and Lessee agree that should Lessee,  for any reason,  decide to pay
     the Lease off prior to the maturity  date of the Lease,  that Lessee agrees
     to  pay  Lessor  the  following  prepayment  penalties,  except  additional
     principal  payments from Lessee cash flow is permitted  without  prepayment
     penalty:
<TABLE>
<S>     <C>                                      <C>    
                   
         Date of Early Pay-off of Lease          Prepayment Penalty Amount
         --------------------------------------- -------------------------------
         September 1, 1998 to August 31, 1999    3% of the Pay-off Amount
         ---------------------------------------- ------------------------------
         September 1, 1999 to August 31, 2000    2% of the Pay-off Amount
         --------------------------------------- -------------------------------
         September 1, 2000 to August 31, 2002    1% of the Pay-off Amount
         ---------------------------------------- ------------------------------
         September 1, 2002 to August 31, 2003    0% of the Pay-off Amount
         ---------------------------------------- ------------------------------
</TABLE>

     IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Schedule to be
duly  executed  on behalf of each of them on July 15,  1998 and the  signatories
warrant their authority to bind principals.

LESSEE:                                      LESSOR:

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


BY:  /s/ 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
Portland, OR 97203                           381 East Broadway, 2nd Floor 
                                             Salt Lake City, Utah 84111

Federal ID or
Social Security Number:  93-1066325