<PAGE>
                                                                   Exhibit 10.14


                               AMENDMENT NO. 1

      THIS AMENDMENT is made as of the eighteenth day of March, 2002, between
GENERAL ELECTRIC CAPITAL CORPORATION, together with its successors and assigns,
if any, and TXU COMMUNICATIONS VENTURES COMPANY in connection with SCHEDULE
NUMBER 001 of that certain MASTER LEASE AGREEMENT, dated or dated as of
FEBRUARY 25, 2002 ("AGREEMENT"). The terms of this Amendment are hereby
incorporated into the Agreement is though fully set forth therein. The Agreement
is hereby amended as follows:

      Amend the following dates:

      Section B. Financial Terms:

      Subsection 5. Basic Term Commencement Date is April 1, 2002

      Subsection 7. Last Delivery Date is April 1, 2002

      Subsection 10. Interim Rent shall be due on March 31, 2002

      Subsection 11. Unadjusted Basic Term Rent Commencing on April 1, 2002

      Subsection 18. Secondary Term Rent Commencing on October 1, 2004

TERMS USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO
THEM IN THE AGREEMENT EXCEPT AS EXPRESSLY AMENDED HEREBY. THE AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
signature of their respective authorized representative set forth below.

LESSOR:                               LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION  TXU COMMUNICATIONS VENTURES COMPANY

BY: /s/ William S. Anderson          By: /s/ Leslie Nolen
    ---------------------------           -------------------------------

Name: William Anderson               Name: Leslie Nolen

Title: Risk Analyst                   Title: VICE PRESIDENT-FINANCE AND
                                             ADMINISTRATION

<PAGE>

                               EQUIPMENT SCHEDULE
                         (Fixed To Float One Month CPR)
                                 SCHEDULE NO. 001
                               DATED THIS 3/18/02
                           TO MASTER LEASE AGREEMENT
                         DATED AS OF FEBRUARY 25, 2002

LESSOR & MAILING ADDRESS:               LESSEE & MAILING ADDRESS:
GENERAL ELECTRIC CAPITAL CORPORATION    TXU COMMUNICATIONS VENTURES COMPANY
16479 DALLAS PARKWAY #300               300 DECKER DRIVE
ADDISON, TX 75001-2512                  IRVING, TX 75062

This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("AGREEMENT" said Agreement and this Schedule being collectively referred to as
"LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.

A.    EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees
      to Lease to Lessee the Equipment described below (the "EQUIPMENT").

<TABLE>
<CAPTION>
 NUMBER   CAPITALIZED
OF UNITS  LESSORS COST  MANUFACTURER  SERIAL NUMBER      MODEL AND TYPE OF EQUIPMENT
------------------------------------------------------------------------------------------
<S>       <C>           <C>           <C>                <C>
   1      $869.118.88                                    Furniture, Fixtures, Equipment
                                                         and Telecommunications Equipment
                                                         at TXU Communications Ventures
                                                         Company's Headquarters at: 300
                                                         Decker Dr., Irving, Texas 75062
                                                         per the attached Exhibit A.
</TABLE>

Equipment immediately listed above is located at: 300 Decker Drive, Irving,
Dallas County, TX 75062

B.    FINANCIAL TERMS

<TABLE>
<S>     <C>                                                 <C>              <C>   <C>                             <C>
1.      Advance Rent (if any):                              NOT APPLICABLE   5.    Basic Term Commencement Date:   April 1, 2002

2.      Capitalized Lessor's Cost:                          $869.118.88      6.    Lessee Federal Tax ID No.:      752893917

3.      Basic Term (No. of Months):                         30 MONTHS        7.    Last Delivery Date:             April 1, 2002

4.      Basic Term Lease Rate Factor and Rental Number      0.01841928       8.    Daily Lease Rate Factor:        0.00061398
</TABLE>

9.    First Termination Date: TWENTY-FOUR (24) months after the Basic Term
      Commencement Date.

10.   Interim Rent: For the period from and including the Lease Commencement
      Date to but not including the Basic Term Commencement Date ("Interim
      Period"), Lessee shall pay as rent ("Interim Rent") for each unit of
      Equipment, the product of the Daily Lease Rate Factor times the
      Capitalized Lessor's Cost of such unit times the number of days in the
      Interim Period. Interim Rent shall be due on March 31, 2002.

11.   Unadjusted Basic Term Rent. Commencing on April 1, 2002 and on the same
      day of each month thereafter (each, a "Rent Payment Date") during the
      Basic Term, Lessee shall pay as rent ("Unadjusted Basic Term Rent") as
      adjusted pursuant to Section B(15) below, the product of the Basic Term
      Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on
      this Schedule.

12.   Base Index Rate: 1.74

13.   Index Rate: A variable per annum interest rate ("Current Index") which,
      except for purposes of Section 17 hereof, shall be equal to a per annum
      interest rate as stated in the Federal Reserve Statistical Release H. 15
      (519) for 1-Month Commercial Paper under the column indicating an average
      monthly rate. The Current Index shall be the average monthly rate for the
      second calendar month preceding the calendar month in which the applicable
      Adjustment Period commences. For purposes of Section 17 hereof, "Current
      Index" shall be a per annum interest rate as stated in the Federal Reserve
      Statistical Release H. 15 (519) for U.S. Government Securities, Treasury
      Constant Maturities for a term that most closely approximates the
      remainder of the Basic Term as of the Rent Payment Date on which the first
      installment of fixed Rent calculated under Section 17 shall become due.
      If, for any reason whatsoever, the Current Index is not published, the
      Current Index, except for purposes of Section 179 hereof, shall instead be
      equal to the latest commercial paper rate for high grade unsecured notes
      of 30 days maturity sold through dealers by major corporations in
      multiples of $1,000, as indicated in the "MONEY RATES" column of the Wall
      Street Journal, Eastern Edition, published on the first business day of
      the calendar month preceding the calendar month in which the rental
      payment being adjusted is due and payable

<PAGE>

      and for purposes of Section 17 hereof, shall be equal to the simple
      average of all asked yields for Government Bonds and Notes with scheduled
      maturities that most closely approximates the remainder of the Basic Term
      as of the Rent Payment Date on which the first installment of fixed Rent
      calculated under Section 17 shall become due as indicated in the "Treasury
      Bonds, Notes & Bills" column of the Wall Street Journal, Eastern Edition,
      published on the first business day of the calendar month preceding the
      calendar month in which the rental payment being adjusted is due and
      payable.

14.   Adjustment Period: Shall mean a monthly period, the first of which shall
      commence on, and include, the third monthly anniversary of the Basic Term
      Commencement Date and continue to, but not include, the same date of the
      next succeeding calendar month. Each subsequent Adjustment Period shall
      commence on, and include, the date immediately following the expiration of
      the prior Adjustment Period and continue to, but not include, the same
      date of the next succeeding calendar month. If Lessee exercises its option
      pursuant to Section 17 hereof, "Adjustment Period" as used in Section 17
      shall also mean the remainder of the Basic Term.

15.   Calculation of the Unadjusted Basic Term Rent: The calculation of the
      Unadjusted Basic Term Rent (as defined below) is based on an assumption
      that the Index Rate in effect from time to time throughout the Basic Term
      would be equal to the Base Index Rate.

16.   Adjustment for the Basic Term: From the Basic Term Commencement Date
      through and including June 1, 2002 (that date and the same date of each
      subsequent calendar month being a "Conversion Date"), Lessee shall pay as
      rent the Unadjusted Basic Term Rent (as defined above). From each
      Conversion Date through and including each date of payment, the Unadjusted
      Basic Term Rent (as defined below) shall be adjusted once each calendar
      month beginning with the Conversion Date applicable to that calendar
      month, and such adjustment shall be effective during the adjustment period
      ("Adjustment Period") as hereinafter defined. Each Adjustment Period shall
      commence at the close of business on the Conversion Date and shall
      continue through the same day of the next succeeding calendar month. The
      adjustment to the Unadjusted Basic Term Rent ("Adjustment Amount") shall
      be calculated by multiplying the respective Basis Point increase or
      decrease (rounded up to the nearest whole number of a basis point, when
      necessary) between the Base Index Rate and the Index Rate for each
      Adjustment Period by the applicable adjustment factor set forth on Exhibit
      I attached hereto and multiplying the product by a fraction equal to the
      Capitalized Lessor's Cost divided by one million. The resulting Adjustment
      Amount shall then be added or subtracted, as the case may be, to the
      Unadjusted Basic Term Rent.

17.   Option to Fix Variable Rent. At any time from and after the first
      Adjustment Period, Lessee may, upon the giving of written notice to
      Lessor, deliver notice of Lessee's intention to elect to fix the monthly
      Rent for the remainder of the Basic Term. Within ten (10) days after its
      receipt of such notice, Lessor shall provide Lessee with a proposed
      Amendment to this Schedule that adjusts each percentage used to calculate
      the amount of the Purchase Option and Cancellation Option, respectively.
      If Lessee returns to Lessor a properly executed original of the Amendment,
      monthly Rent shall be fixed for the remainder of the Basic Term,
      commencing on the first Rent Payment Date occurring 30 days after Lessor's
      receipt of the executed Amendment. The fixed Rent shall be calculated by
      multiplying the respective basis point increase or decrease (rounded up to
      the nearest whole number of a basis point, when necessary) between the
      Current Index and the Base Index for each Adjustment Period times (ii) the
      applicable adjustment factor set forth in the attached table, times (iii)
      a fraction in respect of which the Capitalized Lessor's Cost is the
      numerator and one million is the denominator and the resulting amount
      shall then be added or subtracted, as the case may be, to the Fixed Rent.

18.   Secondary Term Rent. Unless the Schedule has been earlier terminated as
      provided therein, commencing on October 1, 2004 (the "Secondary Term
      Commencement Date") and on the same day of each month thereafter (each, a
      "Rent Payment Date") for 30 months (the "Secondary Term"), Lessee shall
      pay as rent ("Secondary Term Rent") the product of 0.01841928 (the
      "Secondary Term Lease Rate Factor") times the Capitalized Lessor's Cost of
      all Equipment on this Schedule.

C.    TAX BENEFITS       Depreciation Deductions:

1.    Depreciation method is the -200% declining balance method, switching to
      straight line method for the 1st taxable year for which using the straight
      line method with respect to the adjusted basis as of the beginning of such
      year will yield a larger allowance.

2.    Recovery Period: 5 YEARS.

3.    Basis: 100% of Capitalized Lessors Cost.

D.    PROPERTY TAX

      APPLICABLE TO EQUIPMENT LOCATED IN IRVING, TX: Lessee agrees that it will
      not list any of such Equipment for property tax purposes or report any
      property tax assessed against such Equipment until otherwise directed in
      writing by Lessor. Upon receipt of any property tax bill pertaining to
      such Equipment from the appropriate taxing authority, Lessor will pay such
      tax and will invoice Lessee for the expense. Upon receipt of such invoice,
      Lessee will promptly reimburse Lessor for such expense.

      Lessor may notify Lessee (and Lessee agrees to follow such notification)
      regarding any changes in property tax reporting and payment
      responsibilities.

<PAGE>

E.    ARTICLE 2A NOTICE

      IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM
      COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES
      THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A)
      THE PERSON(S) SUPPLYING THE EQUIPMENT IS TXU COMMUNICATIONS VENTURES
      COMPANY (THE "SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND
      WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY
      SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS
      PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH
      RESPECT TO SUCH EQUIPMENT. LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND
      RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND
      WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF
      REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES
      ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND
      ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY
      LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND
      REMEDIES SECTION OF THE AGREEMENT.

F.    STIPULATED LOSS AND TERMINATION VALUE TABLE*

<TABLE>
<CAPTION>
              Termination       Stipulated
Rental           Value          Loss Value
Basic          Percentage       Percentage
<S>           <C>               <C>
   1              105.411          105.671
   2              103.974          104.503
   3              102.530          103.327
   4              101.078          102.145
   5               99.619          100.955
   6               98.154           99.759
   7               96.682           98.555
   8               95.202           97.345
   9               93.716           96.128
  10               92.223           94.903
  11               90.722           93.672
  12               89.215           92.433
  13               87.701           91.188
  14               86.178           89.934
  15               84.646           88.672
  16               83.106           87.400
  17               81.556           86.119
  18               79.999           84.831
  19               78.434           83.535
  20               76.859           82.229
  21               75.278           80.917
  22               73.688           79.596
  23               72.088           78.265
  24               70.482           76.928
  25               68.869           75.583
  26               67.249           74.233
  27               65.623           72.875
  28               63.990           71.511
  29               62.351           70.141
  30               60.704           68.764
  31               59.052           67.380
  32               57.392           65.989
  33               55.726           64.592
  34               54.053           63.188
  35               52.373           61.777
  36               50.686           60.359
  37               48.992           58.934
  38               47.293           57.504
  39               45.589           56.069
  40               43.880           54.629
  41               42.166           53.183
  42               40.444           51.731
  43               38.717           50.273
  44               36.985           48.810
  45               35.246           47.340
  46               33.502           45.864
  47               31.752           44.383
  48               29.995           42.895
  49               26.231           41.400
  50               26.461           39.899
  51               24.686           38.393
  52               22.906           36.882
  53               21.120           35.366
  54               19.328           33.842
  55               17.529           32.312
  56               15.725           30.777
  57               13.914           29.235
  58               12.098           27.688
  59               10.276           26.135
  60                8.446           24.574
</TABLE>

*The Stipulated Loss Value or Termination Value for any unit of Equipment shall
be the Capitalized Lessor's Cost of such unit multiplied by the appropriate
percentage derived from the above table. In the event that the Lease is for any
reason extended, then the last percentage figure shown above shall control
throughout any such extended term.

G.    MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY

      For purposes of this Schedule only, the Agreement is amended as follows:
<PAGE>

      1.    The LEASING Section subsection (b) of the Lease is hereby deleted in
            its entirety and the following substituted in its stead:

            b) The obligation of Lessor to purchase the Equipment from Lessee
            and to lease the same to Lessee shall be subject to receipt by
            Lessor, on or prior to the earlier of the Lease Commencement Date or
            Last Delivery Date therefor, of each of the following documents in
            form and substance satisfactory to Lessor: (i) a Schedule for the
            Equipment (ii) evidence of insurance which complies with the
            requirements of the INSURANCE Section of the Lease, and (iii) such
            other documents as Lessor may reasonably request. Once the Schedule
            is signed, the Lessee may not cancel the Lease.

      2.    The DELIVERY, USE AND OPERATION Section subsection (a) of the Lease
            shall be deleted and the following substituted in its stead:

            The parties acknowledge that this is a sale/leaseback transaction
            and the Equipment is in Lessee's possession as of the Lease
            Commencement Date.

      3.    BILL OF SALE

            Lessee, in consideration of the Lessor's payment of the amount set
      forth in B 2. above, which includes any applicable sales taxes (which
      payment Lessee acknowledges), hereby grants, sells, assigns, transfers and
      delivers to Lessor the Equipment along with whatever claims and rights
      Seller may have against the manufacturer and/or Supplier of the Equipment,
      including but not limited to all warranties and representations. At
      Lessors request Lessee will cause Supplier to deliver to Lessor a written
      statement wherein the Supplier (i) consents to the assignment to Lessor of
      whatever claims and rights Lessee may have against the Supplier, (ii)
      agrees not to retain any security interest, lien or other encumbrance in
      or upon the Equipment at any time, and to execute such documents as Lessor
      may request to evidence the release of any such encumbrance, and (iii)
      represents and warrants to Lessor (x) that Supplier has previously
      conveyed full title to the Equipment to Lessee, (y) that the Equipment was
      delivered to Lessee and installation completed, and (z) that the final
      purchase price of the Equipment (or a specified portion of such purchase
      price) has been paid by Lessee.

            Lessor is purchasing the Equipment for leasing back to Lessee
      pursuant to the Lease. Lessee represents and warrants to Lessor that (i)
      Lessor will acquire by the terms of this Bill of Sale good title to the
      Equipment free from all liens and encumbrances whatsoever; (ii) Lessee has
      the right to sell the Equipment; and (iii) the Equipment has been
      delivered to Lessee in good order and condition, and conforms to the
      specifications, requirements and standards applicable thereto; and (iv)
      the equipment has been accurately labeled, consistent with the
      requirements of 40 CFR part 82 Subpart E, with respect to products
      manufactured with a controlled (ozone-depleting) substance.

            Lessee agrees to save and hold harmless Lessor from and against any
      and all federal, state, municipal and local license fees and taxes of any
      kind or nature, including, without limiting the generality of the
      foregoing, any and all excise, personal property, use and sales taxes, and
      from and against any and all liabilities, obligations, losses, damages,
      penalties, claims, actions and suits resulting therefrom and imposed upon,
      incurred by or asserted against Lessor as a consequence of the sale of the
      Equipment to Lessor.

      4.    ACCEPTANCE

            Pursuant to the provisions of the Lease, as it relates to this
      Schedule, Lessee hereby certifies and warrants that (i) all Equipment
      listed above has been delivered and installed (if applicable); (ii) Lessee
      has inspected the Equipment, and all such testing as it deems necessary
      has been performed by Lessee, Supplier or the manufacturer; and (iii)
      Lessee accepts the Equipment for all purposes of the Lease, the purchase
      documents and all attendant documents.

            Lessee does further certify that as of the date hereof (i) Lessee is
      not in default under the Lease; (ii) the representations and warranties
      made by Lessee pursuant to or under the Lease are true and correct on the
      date hereof and (iii) Lessee has reviewed and approves of the purchase
      documents for the Equipment, if any.

      5.    EQUIPMENT SPECIFIC PROVISIONS

            RETURN PROVISIONS: In addition to the provisions provided for in the
      RETURN OF EQUIPMENT Section of the Lease, and provided that Lessee has
      elected not to exercise its option to purchase the Equipment, Lessee
      shall, at its expense:

                  (a) at least ninety (90) days and not more than one hundred
                  twenty (120) days prior to lease termination: (i) ensure
                  Equipment has been maintained, and is operating, within
                  manufacturer's specifications; and; (ii) cause manufacturer's
                  representative or other qualified maintenance provider,
                  acceptable to Lessor, to perform a physical inspection and
                  test of all the components and capabilities of the Equipment
                  and provide a full inspection report to Lessor, and that there
                  shall be no missing screws, bolts, fasteners, etc.; the
                  furniture will be free from all large scratches, marks,
                  gouges, dents, discoloration or stains; all drawers, runners,
                  and locks will be in good working condition to include keys;
                  and there shall be no evidence of extreme use or overloading,
                  i.e. bowed or sagging shelves; (iii) if during such inspection
                  the Equipment is found not to be in compliance with the above,
                  then Lessee shall remedy them per the Lease Agreement and
                  provide a follow-up inspection to verify the Equipment meets
                  the return provisions.

                  (b) Upon lease termination, Lessee shall (i) have the
                  manufacturer's representative or other person acceptable to
                  Lessor de-install all Equipment including all wire, cable, and
                  mounting hardware; (ii) if applicable, ensure all necessary
                  permits and labor are obtained to deliver the Equipment; (iii)
                  the Equipment shall be packed properly and in accordance to
                  the manufacturer's recommendations; (iv) the Lessee shall
                  provide for the transportation of the Equipment in a manner
                  consistent with the manufacturer's recommendations and
                  practices to any locations within the continental United
                  States as Lessor

<PAGE>

                  shall direct; and shall have the Equipment unloaded at such
                  locations; (v) at Lessor's choice, either (1) allow Lessor, at
                  Lessor's expense, and provided Lessor has provided reasonable
                  notice to Lessee, to arrange for an on-site auction of the
                  Equipment which will be conducted in a manner that will not
                  interfere with the Lessee's business operations, or (2) Lessee
                  shall provide free safe storage for the Equipment for a period
                  not to exceed sixty (60) days from the Lease expiration.

                  (c) Lessee shall no later than ninety (90) days prior to the
                  expiration or other termination of the Lease provide:

                        (i) a detailed inventory of the Equipment (including the
                        model and serial number of each major component
                        thereof), including, without limitation, all internal
                        circuit boards, module boards, and software features;

                        (ii) a complete and current set of all manuals,
                        equipment configuration, setup and operation diagrams,
                        maintenance records and other data that may be
                        reasonably requested by Lessor concerning the
                        configuration and operation of the Equipment; and

                        (iii) a certification of the manufacturer or of a
                        maintenance provider acceptable to Lessor that the
                        Equipment (1) has been tested and is operating in
                        accordance with manufacturers specifications (together
                        with a report detailing the condition of the Equipment),
                        the results of such test(s) and inspection(s) and all
                        repairs that were performed as a result of such test(s)
                        and inspection(s) and (2) that the Equipment qualifies
                        for the manufacturers used equipment maintenance
                        program.

                  (d) Upon the request of Lessor, Lessee shall, no later than
                  sixty (60) days prior to the expiration or other termination
                  of the Lease, make the Equipment available for on-site
                  operational inspection by persons designated by the Lessor who
                  shall be duly qualified to inspect the Equipment in its
                  operational environment.

                  (e) All Equipment shall be cleaned and treated with respect to
                  rust, corrosion and appearance in accordance with
                  manufacturers recommendations and consistent with the best
                  practices of dealers in used equipment similar to the
                  Equipment; shall have no Lessee installed markings or labels
                  which are not necessary for the operation, maintenance or
                  repair of the Equipment; and shall be in compliance with all
                  applicable governmental laws, rules and regulations.

                  (f) Without limitation, all internal fluids will either be
                  drained and disposed of or filled and secured in accordance
                  with manufacturers recommendations and applicable governmental
                  laws, rules and regulations.

            The MAINTENANCE Section of the Lease is amended by adding the
            following as the third sentence in subsection (a):

                  Lessee agrees that upon return of the Equipment, it will
            comply with all original manufacturer's performance specifications
            for new Equipment without expense to Lessor. Lessee shall, if
            requested by Lessor, obtain a certificate or service report from the
            manufacturer attesting to such condition.

                  Each reference contained in this Agreement to:

                  (a) "Adverse Environmental Condition" shall refer to (i) the
                  existence or the continuation of the existence, of an
                  Environmental Emission (including, without limitation, a
                  sudden or non-sudden accidental or non-accidental
                  Environmental Emission), of, or exposure to, any substance,
                  chemical, material, pollutant, Contaminant, odor or audible
                  noise or other release or emission in, into or onto the
                  environment (including, without limitation, the air, ground,
                  water or any surface) at, in, by, from or related to any
                  Equipment, (ii) the environmental aspect of the
                  transportation, storage, treatment or disposal of materials in
                  connection with the operation of any Equipment or (iii) the
                  violation, or alleged violation of any statutes, ordinances,
                  orders, rules regulations, permits or licenses of, by or from
                  any governmental authority, agency or court relating to
                  environmental matters connected with any Equipment.

                  (b) "Affiliate" shall refer, with respect to any given Person,
                  to any Person that directly or indirectly through one or more
                  intermediaries, controls, or is controlled by, or is under
                  common control with, such Person.

                  (c) "Contaminant" shall refer to those substances which are
                  regulated by or form the basis of liability under any
                  Environmental Law, including, without limitation, asbestos,
                  polychlorinated biphenyls ("PCBs"), and radioactive
                  substances, or other material or substance which has in the
                  past or could in the future constitute a health, safety or
                  environmental hazard to any Person, property or natural
                  resources.

                  (d) "Environmental Claim" shall refer to any accusation,
                  allegation, notice of violation, claim, demand, abatement or
                  other order on direction (conditional or otherwise) by any
                  governmental authority or any Person for personal injury
                  (including sickness, disease or death), tangible or intangible
                  property damage, damage to the environment or other adverse
                  effects on the environment, or for fines, penalties or
                  restrictions, resulting from or based upon any Adverse
                  Environmental Condition.

                  (e) "Environmental Emission" shall refer to any actual or
                  threatened release, spill, emission, leaking, pumping,
                  injection, deposit, disposal, discharge, dispersal, leaching
                  or migration into the indoor or outdoor environment, or into
                  or out of any of the Equipment, including, without limitation,
                  the movement of any Contaminant or other substance through or
                  in the air, soil, surface water, groundwater or property.

                  (f) "Environmental Law" shall mean any federal, foreign, state
                  or local law, rule or regulation pertaining to the protection
                  of the environment, including, but not limited to, the
                  Comprehensive Environmental Response. Compensation and
                  Liability Act ("CERCLA") (42 U.S.C. Section 9601 et seq.), the
                  Hazardous Material Transportation Act (49 U.S.C. Section 1801
                  et seq.), the Federal Water Pollution Control Act (33 U.S.C.
                  Section 1251 et seq.), the Resource Conservation and Recovery
                  Act (42 U.S.C. Section 6901 et seq.), the Clean Air Act (42
                  U.S.C. Section 7401 et seq.), the Toxic Substances Control
                  Act (15 U.S.C. Section 2601 et seq.), the Federal
                  Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section
                  1361 et seq.), and the Occupational Safety and Health Act (19
                  U.S.C. Section 651 et seq.), as these laws have been amended
                  or supplemented, and any analogous foreign, federal, state or
                  local statutes, and the regulations promulgated pursuant
                  thereto.

                  (g) "Environmental Loss" shall mean any loss, cost, damage,
                  liability, deficiency, fine, penalty or expense (including,
                  without limitation, reasonable attorneys' fees, engineering
                  and other professional or expert fees), investigation,
                  removal, cleanup and remedial costs (voluntarily or
                  involuntarily incurred) and damages to, loss of the use of or
                  decrease in value of the Equipment arising out of or related
                  to any Adverse Environmental Condition.

                  (h) "Person" shall include any individual, partnership,
                  corporation, trust, unincorporated organization, government or
                  department or agency thereof and any other entity.

<PAGE>

            Lessee shall fully and promptly pay, perform, discharge, defend,
      indemnify and hold harmless Lessor and its Affiliates, successors and
      assigns, directors, officers, employees and agents from and against any
      Environmental Claim or Environmental Loss.

      The provisions of this Schedule shall survive any expiration or
      termination of the Lease and shall be enforceable by lessor, its
      successors and assigns.

      6.    LEASE TERM OPTIONS

            END OF BASIC TERM OPTIONS

            At the expiration of the Basic Term (the "Basic Term Expiration
      Date"), so long as no default has occurred and is continuing hereunder and
      this Agreement has not been earlier terminated, Lessee shall exercise one
      of the following options:

            (1) EXTENSION OPTION. Lessee may extend the Lease beyond the Basic
      Term Expiration Date with respect to all (but not less than all) of the
      Equipment covered by this Schedule through the Secondary Term set forth in
      this Schedule and Lessee shall pay Secondary Term Rent as set forth in
      this Schedule.

            (2) PURCHASE OPTION. Upon at least one hundred eighty (180) but not
      more than two hundred seventy (270) days written notice to Lessor prior to
      the Basic Term Expiration Date, Lessee may purchase all (but not less than
      all) of the Equipment covered by this Schedule on an AS IS BASIS for cash
      equal to the greater of (A) FIFTY-NINE AND 052/1000 percent (59.052%) of
      the Capitalized Lessor's Cost (plus all applicable sales taxes) or (B) the
      then Fair Market Value (as such term is defined in the PURCHASE OPTION
      Section subsection (b) of the Lease hereof) of the Equipment (plus all
      applicable sales taxes); provided that, Lessee shall concurrently exercise
      its Purchase Option under account number 4130883-001. On the Basic Term
      Expiration Date, Lessor shall receive in cash the full purchase price
      (plus all applicable sales taxes) together with any rent or other sums
      then due under the Lease on such date. Lessee shall be deemed to have
      waived its purchase option if it fails to (a) timely provide Lessor with
      the required written notice of its election to exercise the same or (b)
      provide Lessor with written notice of its irrevocable election to exercise
      the same within fifteen (15) days after Fair Market Value is determined
      (by agreement or appraisal).

                                                            Initial: /s/ LN

                  (a) If Lessee exercises its Purchase Option with respect to
                  the Equipment leased hereunder, then on the Basic Term
                  Expiration Date, and provided that no default has occurred and
                  is continuing Under the Lease or any other agreement between
                  Lessee and Lessor. Lessee shall pay to Lessor any Rent and
                  other sums due and unpaid on the Basic Term Expiration Date
                  and Lessee shall purchase the Equipment and pay the greater of
                  (A) FIFTY-NINE AND 052/1000 percent (59.052%) of the
                  Capitalized Lessor's Cost (plus all applicable sales taxes) or
                  (B) the then Fair Market Value of the Equipment (plus all
                  applicable sales taxes) by either:

                        (i) financing the applicable Purchase Option plus all
                        applicable sales taxes (collectively, the "Amount
                        Financed") with Lessor at the fixed rate per annum
                        simple interest set out below, payable in the number of
                        installments set out below and on the terms set out in
                        subsection (c) below:

                        Number of Payments: 30 scheduled monthly installments,
                        payable in arrears

                        Fixed, per annum simple interest rate: SEVEN AND 88/100
                        percent (7.88%) (the "Purchase Option Financing Rate"),
                        or

                        (ii) paying cash to Lessor equal to the Amount Financed
                        plus a prepayment premium equal to one percent (1%) of
                        Purchase Option price.

                  (b) If Lessee elects to purchase the Equipment by financing
                  the Amount Financed, THE AMOUNT FINANCED SHALL BE PAID TO
                  LESSOR. TOGETHER WITH INTEREST THEREON AT THE PURCHASE OPTION
                  FINANCING RATE SET FORTH ABOVE IN CONSECUTIVE EQUAL MONTHLY
                  INSTALLMENTS OF PRINCIPAL AND INTEREST, EXCEPT THAT THE FINAL
                  INSTALLMENT SHALL BE EQUAL TO THE TOTAL OUTSTANDING PRINCIPAL
                  AND INTEREST THEN DUE AND UNPAID. The first such installment
                  shall be due exactly one (1) month from the Purchase Option
                  date and such installments shall continue on the same day of
                  each month thereafter. All payments shall be applied first to
                  interest and then to principal. The acceptance by Lessor of
                  any payment which is less than payment in full of all amounts
                  due and owing at such time shall not constitute a waiver of
                  Lessor's right to receive payment in full at such time or at
                  any subsequent time. Interest shall be calculated on the basis
                  of a three hundred sixty (360) day year. Each payment may, at
                  the option of the Payee, be calculated and applied on an
                  assumption that such payment would be made on its due date. It
                  is the intention of the parties hereto to comply with the
                  applicable usury laws. Accordingly, it is agreed that
                  notwithstanding anything to the contrary contained herein, in
                  no event shall any provision contained herein require or
                  permit interest in excess of the maximum amount permitted by
                  applicable law to be paid. If necessary to give effect to
                  these provisions, Lessor will, at its option, in accordance
                  with applicable law, either refund any amount to Lessee to the
                  extent that it was in excess of that allowed by applicable law
                  or credit such excess amount against the then unpaid
                  principal.

                  (c) SECURITY AGREEMENT.

                  In the event Lessee exercises its Purchase Option and elects
                  to purchase the Equipment by financing the Purchase Option
                  price, then:

                        (i) To secure payment of the Amount Financed and the
                        interest thereon and any penalties, charges or
                        attorneys' fees arising or incurred following default
                        hereunder and to secure any and all other obligations of
                        the Lessee to the Lessor, whether existing on or arising
                        after the date of Lessee's exercise of its Purchase
                        Option, Lessee hereby grants, assigns, transfers,
                        pledges, conveys and mortgages to Lessor all of Lessee's
                        interest in and to the Equipment and all attachments,
                        accessions and additions thereto, substitutions and
                        accessories therefor and replacements and proceeds
                        (including insurance proceeds) thereof (all of which are
                        referred to herein as the "Collateral") including
                        Collateral added or arising after the Purchase Option
                        date. The terms "Lessor" and "Lessee" have been used in
                        this FAIR MARKET VALUE PURCHASE OPTION Section ("this
                        Section") for consistency of reference. However, upon

<PAGE>

                        exercise of its Purchase Option, Lessee shall be a
                        "debtor" and Lessor a "secured party" as those terms are
                        used under the Uniform Commercial Code. This Agreement
                        and the Schedule shall continue to be referred to as the
                        "Lease".

                        (ii) All provisions of this Lease shall survive and
                        continue to remain in full force and effect until all
                        indebtedness secured hereby is paid in full except the
                        following Sections of the Lease: (i) TERM, RENT AND
                        PAYMENT; (ii) RENT ADJUSTMENT; (iii) EARLY TERMINATION,
                        and (iv) PURCHASE OPTION.

                        (iii) Except for the security interest granted under
                        this Section, LESSEE WARRANTS THAT THE COLLATERAL WILL
                        REMAIN FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES OF
                        EVERY KIND, NATURE AND DESCRIPTION AND THAT LESSEE SHALL
                        REMAIN THE SOLE AND LAWFUL OWNER AND IN POSSESSION OF
                        THE COLLATERAL UNTIL ALL OBLIGATIONS OF LESSEE TO LESSOR
                        HEREUNDER HAVE BEEN FULLY PERFORMED. Lessee will warrant
                        and defend the Collateral against all claims by all
                        persons.

                        (iv) The STIPULATED LOSS VALUE Section subsection (i) of
                        this Agreement is amended in its entirety to read: "the
                        portion of the principal balance outstanding as of the
                        Payment Date that is attributable to the affected unit
                        based upon the Capitalized Lessor's Cost of such unit
                        relative to the Capitalized Lessor's Cost of all the
                        units of Equipment, plus all interest accrued on such
                        portion as of the Payment Date.

                        (v) Upon request of Lessor from time to time, Lessee
                        shall do everything necessary or expedient to preserve
                        and perfect the security interest granted herein and its
                        priority, including without limitation obtaining and
                        delivering to Lessor, if applicable: (A) a certificate
                        of title showing the lien of Lessor with respect to the
                        Collateral and/or (B) landlord and mortgagee waivers
                        satisfactory to Lessor. Lessor is hereby granted power
                        to sign Lessee's name and on behalf of Lessee to execute
                        and file applications for title, transfer of title,
                        financing statements, notices of lien and other
                        documents pertaining to any or all of the Collateral. To
                        the extent allowed by applicable law, Lessee waives all
                        homestead and other property exemption laws. On and
                        after Lessee's exercise of its Purchase Option, Lessor
                        may at any reasonable time examine the books and records
                        of the Lessee and make copies thereof..

                        (vi) Lessee acknowledges receipt of a true copy of the
                        Lease, and waives acceptance hereof.

                        (vii) If any installment or other amount due under this
                        Section is not paid within ten (10) days after its due
                        date, Lessee agrees to pay a late charge of five cents
                        ($.05) per dollar on, and in addition to, the amount of
                        said installment, but not exceeding the maximum lawful
                        charges. If (A) Lessee fails to make payment of any
                        amount due pursuant to this Section within ten (10) days
                        after the same becomes due and payable; or (B) Lessee is
                        in default under, or fails to perform under any other
                        term or condition contained in the Lease, then the
                        entire principal sum remaining unpaid under this
                        Section, together with all accrued interest thereon and
                        any other sum payable under this Lease, at the election
                        of Lessor, shall immediately become due and payable,
                        with interest thereon at the lesser of eighteen percent
                        (18%) per annum or the highest rate not prohibited by
                        applicable law from the date of such accelerated
                        maturity until paid (both before and after any
                        judgment). Lessee may prepay in full (but not in part)
                        its entire indebtedness under this Section, at any time
                        upon the payment of all amounts due and a prepayment
                        premium equal to one percent (1%) of the original Amount
                        Financed.

                        (viii) The provisions of this Section shall survive any
                        termination of the Lease caused by Lessee's exercise of
                        its Purchase Option. Lessor and any assignee of Lessor
                        may assign its rights and interests, in whole or in
                        part, under this Section.

            (3) CANCELLATION OPTION. Upon at least one hundred eighty (180) but
      not more than two hundred seventy (270) days written notice to Lessor
      prior to the Basic Term Expiration Date (the "Notice Date"), Lessee may
      cancel the Agreement (the "Cancellation Option") with respect to all (but
      not less than all) of the Equipment on this Schedule: provided that,
      Lessee shall concurrently exercise its Cancellation Option under Schedule
      002 hereof and its Termination Option under account number 4130883-001. If
      all of the terms and conditions of this Section are not fulfilled, this
      Lease shall continue in full force and effect and Lessee shall continue to
      be liable for all obligations thereunder, including, without limitation,
      the obligation to continue paying rent. Lessee shall be deemed to have
      waived this option if it fails to timely provide Lessor with the required
      written notice of its election to exercise the same.

                                                            Initial: /s/ LN

                  (a) Prior to the Basic Term Expiration Date, Lessee shall

                        (i) pay to Lessor, as additional rent, FORTY-FOUR AND
                        43/100 percent (44.43%) of the Capitalized Lessor's Cost
                        of the Equipment, plus all rent and all other sums due
                        and unpaid as of the Basic Term Expiration Date
                        (including, but not limited to, any rent payment due and
                        payable on the Basic Term Expiration Date and any sales
                        taxes and property taxes); and

                        (ii) return the Equipment in full compliance with the
                        RETURN OF EQUIPMENT Section of the Lease, such
                        compliance being independently verified by an
                        independent appraiser selected by Lessor (reasonably
                        acceptable to Lessee) to determine that the Equipment is
                        in such compliance, which determination shall be final,
                        binding and conclusive. Lessee shall bear all costs
                        associated with such appraiser's determination and such
                        costs, if any, to cause the Equipment to be in full
                        compliance with the RETURN OF EQUIPMENT Section of the
                        Lease on or prior to such Basic Term Expiration Date.

                  (b) From the applicable Notice Date through the Basic Term
                  Expiration Date, Lessee shall:

                        (i) continue to comply with all of the terms and
                        conditions of the Lease, including, but not limited to,
                        Lessee's obligation to pay rent, and

                        (ii) make the Equipment available to Lessor in such a
                        manner as to allow Lessor to market and demonstrate the
                        Equipment to potential purchasers or lessees from such
                        premises at no cost to Lessor; provided, however, that,
                        subject to Lessor's right to market

<PAGE>

                        and demonstrate the Equipment to potential purchasers or
                        lessees from time to time, Lessee may still use the
                        Equipment until the Basic Term Expiration Date.

                  (c) Lessee shall, from the Basic Term Expiration Date through
                  the earlier of the date the Equipment is sold by Lessor to a
                  third party or thirty (30) days following the Basic Term
                  Expiration Date, comply with the following terms and
                  conditions:

                        (i) continue to provide insurance for the Equipment, at
                        Lessee's own expense, in compliance with the terms found
                        in the INSURANCE Section of the Lease, and

                        (ii) make the Equipment available to Lessor and/or allow
                        Lessor to store the Equipment at Lessee's premises, in
                        such a manner as to allow Lessor to market and
                        demonstrate the Equipment to potential purchasers or
                        lessees from such premises at no cost to Lessor.

                  (d) The proceeds of any sale or re-lease of the Equipment
                  after Lessee has exercised its Cancellation Option shall be
                  for the sole benefit of Lessor and Lessee shall have no
                  interest in nor any claim upon any of such proceeds.

      END OF SECONDARY TERM OPTIONS

            The PURCHASE OPTION Section subsection (a) of the Lease is hereby
            deleted in its entirety and the following is substituted therefor:

            (a) So long as no default exists hereunder and the Lease has not
            been earlier terminated, Lessee may at the expiration of the
            Secondary Term upon at least one hundred eighty (180) days but not
            more than two hundred seventy (270) days written notice to Lessor
            prior to the end of the Secondary Term, purchase all (but not less
            than all) of the Equipment in this Schedule on an AS IS, WHERE IS
            BASIS, without recourse to or warranty from Lessor, express or
            implied ("AS IS BASIS") for cash equal to its then Fair Market Value
            (plus all applicable sales taxes).

H.  PAYMENT AUTHORIZATION

    You are hereby irrevocably authorized and directed to deliver and apply the
    proceeds due under this Schedule as follows:

<TABLE>
<CAPTION>
COMPANY NAME                                ADDRESS             AMOUNT
------------                                -------             ------
<S>                                     <C>                   <C>
TXU Communications Ventures Company     300 Decker Dr.        $869,118.88
                                        Irving, TX 75062
</TABLE>

      This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.

      Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.

  IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed
by their duly authorized representatives as of the date first above written.

LESSOR:                                      LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION         TXU COMMUNICATIONS VENTURES COMPANY

By: /s/ William S. Anderson                  By: /s/ Leslie Nolen
    --------------------------------             -------------------------------

Name: WILLIAM S. ANDERSON                    Name: LESLIE NOLEN

Title: RISK ANALYST                          Title: VICE PRESIDENT-FINANCE AND
                                                    ADMINISTRATION

<PAGE>

                                   Exhibit A
                                       to
                           Equipment Schedule No. 001
                                     dated
                                 March 18, 2002

<TABLE>
<CAPTION>
                                                  Invoice
              Vendor                  Invoice #    Date       Amount
------------------------------------  ----------  -------  ------------
<S>                                   <C>         <C>      <C>
ADI                                    BPN04401   6/28/01  $  34,412.66
ADI                                    BPN04407   7/11/01  $     160.55
ADI                                    BPN04408   7/11/01  $   1,660.50
ADI                                    CBV41801   7/11/01  $     398.28
ADI                                    CNX19801    8/1/01  $     189.98
ADI                                    DLR29502   9/11/01  $      40.54
ADI                                    DLR29503   9/11/01  $     432.35
ADI                                    DLR29504   9/11/01  $      19.00
ADI                                    DLR29505   9/27/01  $       5.79

Naman, Howell, Smith & Lee              168799             $   3,115.00
Naman, Howell, Smith & Lee              169964             $     698.75

Aspect Communications                   570899    6/27/01  $ 251,847.31
Aspect Communications                    80827    7/20/01  $   4,942.51
Aspect Communications                   572391     8/2/01  $   1,170.91
Aspect Communications                   572390     8/2/01  $   2,556.51
Aspect Communications                   572389     8/2/01  $   4,104.49
Aspect Communications                  50002798   8/31/01  $  12,724.79

TXU Energy Trading                       1000     8/15/01  $  71,652.00

Global Computer Supplies               31148357   9/21/01  $   1,147.27
Global Computer Supplies               31148264   9/21/01  $     502.04

Graybar Electric Company, Inc.        1360479163  6/22/01  $     273.56
Graybar Electric Company, Inc.        1360479164  6/25/01  $      66.17
Graybar Electric Company, Inc.        1360502452   8/9/01  $   1,407.14

Williams Communication Solutions LLC    2189469   8/21/01  $   1,200.00
Williams Communication Solutions LLC    2189470   8/21/01  $  31,053.80

NetVersant of Austin                     AI314    7/25/01  $   9,799.35
NetVersant of Austin                     AI291    6/27/01  $  19,598.69

Global Data Systems, Inc.               1019976            $ 100,563.91
Global Data Systems, Inc.              1020026-A           $ 274,750.03

Time Trend Computers                    288136    6/29/01  $  37,134.00
Time Trend Computers                    288486    7/12/01  $     396.00
Time Trend Computers                    290297     9/6/01  $   1,095.00
                                                           ------------
                                                           $ 869,118.88
</TABLE>

                                                  Lessee's Initials: /s/ LN

                                  Page 1 of 1
<PAGE>

                                   EXHIBIT I
                              TO SCHEDULE NO. 001
                              DATED AS OF 3/18/02
                           TO MASTER LEASE AGREEMENT
                         DATED AS OF FEBRUARY 25, 2002

<TABLE>
<CAPTION>
             floating
               rate
payment     adjustment
number        factor
-------     ----------
<S>         <C>
   1          7.5119
   2          7.3837
   3          7.2553
   4          7.1267
   5          6.9978
   6          6.8757
   7          6.7464
   8          6.6167
   9          6.4939
  10          6.3637

  11          6.2333
  12          6.1097
  13          5.9859
  14          5.8236
  15          5.6610
  16          5.4982
  17          5.3352
  18          5.2100
  19          5.0464
  20          4.8825
  21          4.7566
  22          4.5922

  23          4.4275
  24          4.3007
  25          4.1737
  26          4.0556
  27          3.9373
  28          3.8188
  29          3.6999
  30          3.5715
  31          3.4521
  32          3.3324
  33          3.2031
  34          3.0829

  35          2.9624
  36          2.8323
  37          2.7019
  38          2.6090
  39          2.5158
  40          2.4223
  41          2.3285
  42          2.1967
  43          2.1024
  44          2.0077
  45          1.8750
  46          1.7798

  47          1.6843
</TABLE>

<PAGE>

<TABLE>
<S>           <C>
  48          1.5507
  49          1.4168
  50          1.3204
  51          1.2237
  52          1.1267
  53          1.0294
  54          0.8940
  55          0.7961
  56          0.6978
  57          0.5615
  58          0.4627

  59          0.3635
  60          0.2263
</TABLE>

      Rental Adjustment =

            (Basis Point Change in Index) times
            (Floating Rate Adjustment Factor) times
            (Original Equipment Cost) divided by 1,000,000

Initials: /s/ WSA                               /s/ Leslie Nolen
          -----------                           ----------------
          Lessor                                Lessee

<PAGE>

                               EQUIPMENT SCHEDULE
                         (Fixed To Float One Month CPR)
                                SCHEDULE NO. 002
                               DATED THIS 3/18/02
                           TO MASTER LEASE AGREEMENT
                         DATED AS OF FEBRUARY 25, 2002

LESSOR & MAILING ADDRESS :                   LESSEE & MAILING ADDRESS :
GENERAL ELECTRIC CAPITAL CORPORATION         TXU COMMUNICATIONS VENTURES COMPANY
16479 DALLAS PARKWAY #300                    300 DECKER DRIVE
ADDISON, TX 75001-2512                       IRVING, TX 75062

This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("AGREEMENT" said Agreement and this Schedule being collectively referred to as
"LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.

A.    EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees
      to Lease to Lessee the Equipment described below (the "EQUIPMENT").

<TABLE>
<CAPTION>
 NUMBER          CAPITALIZED
OF UNITS        LESSORS COST      MANUFACTURER    SERIAL NUMBER         MODEL AND TYPE OF EQUIPMENT
--------        ------------      ------------    -------------         ---------------------------
<S>             <C>               <C>             <C>              <C>
 1              $1,876,744.72                                      Furniture, Fixtures, and Equipment at TXU
                                                                   Communications Ventures Company's
                                                                   Headquarters at: 300 Decker Dr., Irving,
                                                                   Texas 75062 per the attached Exhibit A.
</TABLE>

Equipment immediately listed above is located at: 300 Decker Drive, Irving,
Dallas County, TX 75062

B.    FINANCIAL TERMS

   1.   Advance Rent (if any):                              NOT APPLICABLE

   2.   Capitalized Lessor's Cost:                          $1,876,744.72

   3.   Basic Term (No. of Months):                         30 MONTHS

   4.   Basic Term Lease Rate Factor and  Rental Number:    0.01762779

   5.   Basic Term Commencement Date:                       April 1, 2002

   6.   Lessee Federal Tax ID No.:                          752893917

   7.   Last Delivery Date:                                 April 1, 2002

   8.   Daily Lease Rate Factor:                            0.00058759

   9.   First Termination Date: TWENTY-FOUR (24) months after the Basic Term
        Commencement Date.

   10.  Interim Rent: For the period from and including the Lease Commencement
        Date to but not including the Basic Term Commencement Date ("Interim
        Period"), Lessee shall pay as rent ("Interim Rent") for each unit of
        Equipment, the product of the Daily Lease Rate Factor times the
        Capitalized Lessor's Cost of such unit times the number of days in the
        Interim Period. Interim Rent shall be due on March 31, 2002.

   11.  Unadjusted Basic Term Rent. Commencing on April 1, 2002 and on the same
        day of each month thereafter (each, a "Rent Payment Date") during the
        Basic Term, Lessee shall pay as rent ("Unadjusted Basic Term Rent") as
        adjusted pursuant to Section B(15) below, the product of the Basic Term
        Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment
        on this Schedule.

   12.  Base Index Rate: 1.74

   13.  Index Rate: A variable per annum interest rate ("Current Index") which,
        except for purposes of Section 17 hereof, shall be equal to a per annum
        interest rate as stated in the Federal Reserve Statistical Release H.15
        (519) for 1-Month Commercial Paper under the column indicating an
        average monthly rate. The Current Index shall be the average monthly
        rate for the second calendar month preceding the calendar month in which
        the applicable Adjustment Period commences. For purposes of Section 17
        hereof, "Current Index" shall be a per annum interest rate as stated in
        the Federal Reserve Statistical Release H.15 (519) for U.S. Government
        Securities, Treasury Constant Maturities for a term that most closely
        approximates the remainder of the Basic Term as of the Rent Payment Date
        on which the first installment of fixed Rent calculated under Section 17
        shall become due. If, for any reason whatsoever, the Current Index is
        not published, the Current Index, except for purposes of Section 179
        hereof, shall instead be equal to the latest commercial paper rate for
        high grade unsecured notes of 30 days maturity sold through dealers by
        major corporations in multiples of $1,000, as indicated in the "MONEY
        RATES" column of the Wall Street Journal, Eastern Edition, published on
        the first business day of the calendar month preceding the calendar
        month in which the rental payment being adjusted is due and payable and,
        for purposes of Section 17 hereof, shall be equal to the simple average
        of all asked yields for Government Bonds and Notes with scheduled
        maturities that

<PAGE>

     most closely approximates the remainder of the Basic Term as of the Rent
     Payment Date on which the first installment of fixed Rent calculated under
     Section 17 shall become due, as indicated in the "Treasury Bonds, Notes &
     Bills" column of the Wall Street Journal, Eastern Edition, published on the
     first business day of the calendar month preceding the calendar month in
     which the rental payment being adjusted is due and payable.

14.  Adjustment Period: Shall mean a monthly period, the first of which shall
     commence on, and include, the third monthly anniversary of the Basic Term
     Commencement Date and continue to, but not include, the same date of the
     next succeeding calendar month. Each subsequent Adjustment Period shall
     commence on, and include, the date immediately following the expiration of
     the prior Adjustment Period and continue to, but not include, the same date
     of the next succeeding calendar month. If Lessee exercises its option
     pursuant to Section 17 hereof, "Adjustment Period" as used in Section 17
     shall also mean the remainder of the Basic Term.

15.  Calculation of the Unadjusted Basic Term Rent: The calculation of the
     Unadjusted Basic Term Rent (as defined below) is based on an assumption
     that the Index Rate in effect from time to time throughout the Basic Term
     would be equal to the Base Index Rate.

16.  Adjustment for the Basic Term: From the Basic Term Commencement Date
     through and including June 1, 2002 (that date and the same date of each
     subsequent calendar month being a "Conversion Date"), Lessee shall pay as
     rent the Unadjusted Basic Term Rent (as defined above). From each
     Conversion Date through and including each date of payment, the Unadjusted
     Basic Term Rent (as defined below) shall be adjusted once each calendar
     month beginning with the Conversion Date applicable to that calendar month,
     and such adjustment shall be effective during the adjustment period
     ("Adjustment Period") as hereinafter defined. Each Adjustment Period shall
     commence at the close of business on the Conversion Date and shall continue
     through the same day of the next succeeding calendar month. The adjustment
     to the Unadjusted Basic Term Rent ("Adjustment Amount") shall be calculated
     by multiplying the respective Basis Point increase or decrease (rounded up
     to the nearest whole number of a basis point, when necessary) between the
     Base Index Rate and the Index Rate for each Adjustment Period by the
     applicable adjustment factor set forth on Exhibit 1 attached hereto and
     multiplying the product by a fraction equal to the Capitalized Lessor's
     Cost divided by one million. The resulting Adjustment Amount shall then be
     added or subtracted, as the case may be, to the Unadjusted Basic Term Rent.

17.  Option to Fix Variable Rent. At any time from and after the first
     Adjustment Period, Lessee may, upon the giving of written notice to Lessor,
     deliver notice of Lessee's intention to elect to fix the monthly Rent for
     the remainder of the Basic Term. Within ten (10) days after its receipt of
     such notice, Lessor shall provide Lessee with a proposed Amendment to this
     Schedule that adjusts each percentage used to calculate the amount of the
     Purchase Option and Cancellation Option, respectively. If Lessee returns to
     Lessor a properly executed original of the Amendment, monthly Rent shall be
     fixed for the remainder of the Basic Term, commencing on the first Rent
     Payment Date occurring 30 days after Lessor's receipt of the executed
     Amendment. The fixed Rent shall be calculated by multiplying the respective
     basis point increase or decrease (rounded up to the nearest whole number of
     a basis point, when necessary) between the Current Index and the Base Index
     for each Adjustment Period times (ii) the applicable adjustment factor set
     forth in the attached table, times (iii) a fraction in respect of which the
     Capitalized Lessor's Cost is the numerator and one million is the
     denominator and the resulting amount shall then be added or subtracted, as
     the case may be, to the Fixed Rent.

18.  Secondary Term Rent. Unless the Schedule has been earlier terminated as
     provided therein, commencing on October 1, 2004 (the "Secondary Term
     Commencement Date") and on the same day of each month thereafter (each, a
     "Rent Payment Date") for 30 months (the "Secondary Term"), Lessee shall pay
     as rent ("Secondary Term Rent") the product of 0.01762779 (the "Secondary
     Term Lease Rate Factor") times the Capitalized Lessor's Cost of all
     Equipment on this Schedule.

C.   TAX BENEFITS     Depreciation Deductions:

     1. Depreciation method is the 200% declining balance method, switching to
        straight line method for the 1st taxable year for which using the
        straight line method with respect to the adjusted basis as of the
        beginning of such year will yield a larger allowance.

     2. Recovery Period: 7 YEARS.

     3. Basis: 100% of Capitalized Lessors Cost.

D.   PROPERTY TAX

     APPLICABLE TO EQUIPMENT LOCATED IN IRVING, TX: Lessee agrees that it will
     not list any of such Equipment for property tax purposes or report any
     property tax assessed against such Equipment until otherwise directed in
     writing by Lessor. Upon receipt of any property tax bill pertaining to such
     Equipment from the appropriate taxing authority, Lessor will pay such tax
     and will invoice Lessee for the expense. Upon receipt of such invoice,
     Lessee will promptly reimburse Lessor for such expense.

     Lessor may notify Lessee (and Lessee agrees to follow such notification)
     regarding any changes in property tax reporting and payment
     responsibilities.

<PAGE>

E.   ARTICLE 2A NOTICE

     IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL
     CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING
     DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S)
     SUPPLYING THE EQUIPMENT IS TXU COMMUNICATIONS VENTURES COMPANY (THE
     "SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES,
     INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S),
     WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE
     CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO
     SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN
     ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING
     ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT
     PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND
     REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR
     HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY
     OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION OF
     THE AGREEMENT.

F.   STIPULATED LOSS AND TERMINATION VALUE TABLE*

<TABLE>
<CAPTION>
              Termination     Stipulated                   Termination    Stipulated
Rental          Value         Loss Value                      Value       Loss Value
Basic         Percentage      Percentage        Rental     Percentage     Percentage
-----         -----------     ----------        -----      -----------    ----------
<S>           <C>             <C>               <C>        <C>            <C>
   1            105.413         105.571           31          62.006        67.085
   2            104.057         104.379           32          60.467        65.710
   3            102.695         103.182           33          58.922        64.329
   4            101.328         101.979           34          57.370        62.942
   5             99.955         100.770           35          55.813        61.548
   6             98.576          99.555           36          54.249        60.148
   7             97.191          98.334           37          52.679        58.742
   8             95.801          97.107           38          51.102        57.330
   9             94.404          95.875           39          49.519        55.911
  10             93.001          94.636           40          47.930        54.486
  11             91.593          93.392           41          46.334        53.054
  12             90.178          92.141           42          44.732        51.616
  13             88.757          90.884           43          43.124        50.171
  14             87.328          89.619           44          41.509        48.720
  15             85.893          88.348           45          39.887        47.263
  16             84.450          87.069           46          38.259        45.799
  17             83.000          85.783           47          36.624        44.328
  18             81.544          84.491           48          34.983        42.851
  19             80.080          83.191           49          33.335        41.367
  20             78.609          81.884           50          31.680        39.876
  21             77.131          80.570           51          30.019        38.379
  22             75.647          79.250           52          28.351        36.875
  23             74.154          77.922           53          26.676        35.364
  24             72.656          76.587           54          24.995        33.847
  25             71.151          75.246           55          23.307        32.323
  26             69.639          73.899           56          21.612        30.792
  27             68.122          72.545           57          19.910        29.254
  28             66.599          71.186           58          18.201        27.709
  29             65.070          69.821           59          16.485        26.157
  30             63.538          68.454           60          14.763        24.599
</TABLE>

     *The Stipulated Loss Value or Termination Value for any unit of Equipment
     shall be the Capitalized Lessor's Cost of such unit multiplied by the
     appropriate percentage derived from the above table. In the event that the
     Lease is for any reason extended, then the last percentage figure shown
     above shall control throughout any such extended term.

G.   MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY

     For purposes of this Schedule only, the Agreement is amended as follows:
<PAGE>

1.    The LEASING Section subsection (b) of the Lease is hereby deleted in its
      entirety and the following substituted in its stead:

      b) The obligation of Lessor to purchase the Equipment from Lessee and to
      lease the same to Lessee shall be subject to receipt by Lessor, on or
      prior to the earlier of the Lease Commencement Date or Last Delivery Date
      therefor, of each of the following documents in form and substance
      satisfactory to Lessor: (i) a Schedule for the Equipment (ii) evidence of
      insurance which complies with the requirements of the INSURANCE Section of
      the Lease, and (iii) such other documents as Lessor may reasonably
      request. Once the Schedule is signed, the Lessee may not cancel the Lease.

2.    The DELIVERY, USE AND OPERATION Section subsection (a) of the Lease shall
      be deleted and the following substituted in its stead:

      The parties acknowledge that this is a sale/leaseback transaction and the
      Equipment is in Lessee's possession as of the Lease Commencement Date.

3.    BILL OF SALE

      Lessee, in consideration of the Lessor's payment of the amount set forth
in B 2. above, which includes any applicable sales taxes (which payment Lessee
acknowledges), hereby grants, sells, assigns, transfers and delivers to Lessor
the Equipment along with whatever claims and rights Seller may have against the
manufacturer and/or Supplier of the Equipment, including but not limited to all
warranties and representations. At Lessors request Lessee will cause Supplier to
deliver to Lessor a written statement wherein the Supplier (i) consents to the
assignment to Lessor of whatever claims and rights Lessee may have against the
Supplier, (ii) agrees not to retain any security interest, lien or other
encumbrance in or upon the Equipment at any time, and to execute such documents
as Lessor may request to evidence the release of any such encumbrance, and (iii)
represents and warrants to Lessor (x) that Supplier has previously conveyed full
title to the Equipment to Lessee, (y) that the Equipment was delivered to Lessee
and installation completed, and (z) that the final purchase price of the
Equipment (or a specified portion of such purchase price) has been paid by
Lessee.

      Lessor is purchasing the Equipment for leasing back to Lessee pursuant to
the Lease. Lessee represents and warrants to Lessor that (i) Lessor will acquire
by the terms of this Bill of Sale good title to the Equipment free from all
liens and encumbrances whatsoever; (ii) Lessee has the right to sell the
Equipment; and (iii) the Equipment has been delivered to Lessee in good order
and condition, and conforms to the specifications, requirements and standards
applicable thereto; and (iv) the equipment has been accurately labeled,
consistent with the requirements of 40 CFR part 82 Subpart E, with respect to
products manufactured with a controlled (ozone-depleting) substance.

      Lessee agrees to save and hold harmless Lessor from and against any and
all federal, state, municipal and local license fees and taxes of any kind or
nature, including, without limiting the generality of the foregoing, any and all
excise, personal property, use and sales taxes, and from and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions and suits
resulting therefrom and imposed upon, incurred by or asserted against Lessor as
a consequence of the sale of the Equipment to Lessor.

4.    ACCEPTANCE

      Pursuant to the provisions of the Lease, as it relates to this Schedule,
Lessee hereby certifies and warrants that (i) all Equipment listed above has
been delivered and installed (if applicable); (ii) Lessee has inspected the
Equipment, and all such testing as it deems necessary has been performed by
Lessee, Supplier or the manufacturer; and (iii) Lessee accepts the Equipment for
all purposes of the Lease, the purchase documents and all attendant documents.

      Lessee does further certify that as of the date hereof (i) Lessee is not
in default under the Lease; (ii) the representations and warranties made by
Lessee pursuant to or under the Lease are true and correct on the date hereof
and (iii) Lessee has reviewed and approves of the purchase documents for the
Equipment, if any.

5.    EQUIPMENT SPECIFIC PROVISIONS

      RETURN PROVISIONS: In addition to the provisions provided for in the
RETURN OF EQUIPMENT Section of the Lease, and provided that Lessee has elected
not to exercise its option to purchase the Equipment, Lessee shall, at its
expense:

      (a)   at least ninety (90) days and not more than one hundred twenty (120)
      days prior to lease termination: (i) ensure Equipment has been maintained,
      and is operating, within manufacturer's specifications; and; (ii) cause
      manufacturer's representative or other qualified maintenance provider,
      acceptable to Lessor, to perform a physical inspection and test of all the
      components and capabilities of the Equipment and provide a full inspection
      report to Lessor, and that there shall be no missing screws, bolts,
      fasteners, etc.; the furniture will be free from all large scratches,
      marks, gouges, dents, discoloration or stains; all drawers, runners, and
      locks will be in good working condition to include keys; and there shall
      be no evidence of extreme use or overloading, i.e. bowed or sagging
      shelves; (iii) if during such inspection the Equipment is found not to be
      in compliance with the above, then Lessee shall remedy them per the Lease
      Agreement and provide a follow-up inspection to verify the Equipment meets
      the return provisions.

      (b)   Upon lease termination, Lessee shall (i) have the manufacturer's
      representative or other person acceptable to Lessor de-install all
      Equipment including all wire, cable, and mounting hardware; (ii) if
      applicable, ensure all necessary permits and labor are obtained to deliver
      the Equipment; (iii) the Equipment shall be packed properly and in
      accordance to the manufacturer's recommendations; (iv) the Lessee shall
      provide for the transportation of the

<PAGE>

      Equipment in a manner consistent with the manufacturer's recommendations
      and practices to any locations within the continental United States as
      Lessor shall direct; and shall have the Equipment unloaded at such
      locations; (v) at Lessor's choice, either (1) allow Lessor, at Lessor's
      expense, and provided Lessor has provided reasonable notice to Lessee, to
      arrange for an on-site auction of the Equipment which will be conducted in
      a manner that will not interfere with the Lessee's business operations, or
      (2) Lessee shall provide free safe storage for the Equipment for a period
      not to exceed sixty (60) days from the Lease expiration.

      (c)   Lessee shall no later than ninety (90) days prior to the expiration
      or other termination of the Lease provide:

            (i) a detailed inventory of the Equipment (including the model and
            serial number of each major component thereof), including, without
            limitation, all internal circuit boards, module boards, and software
            features;

            (ii) a complete and current set of all manuals, equipment
            configuration, setup and operation diagrams, maintenance records and
            other data that may be reasonably requested by Lessor concerning the
            configuration and operation of the Equipment; and

            (iii) a certification of the manufacturer or of a maintenance
            provider acceptable to Lessor that the Equipment (1) has been tested
            and is operating in accordance with manufacturers specifications
            (together with a report detailing the condition of the Equipment),
            the results of such test(s) and inspection(s) and all repairs that
            were performed as a result of such test(s) and inspection(s) and (2)
            that the Equipment qualifies for the manufacturers used equipment
            maintenance program.

      (d)   Upon the request of Lessor, Lessee shall, no later than sixty (60)
      days prior to the expiration or other termination of the Lease, make the
      Equipment available for on-site operational inspection by persons
      designated by the Lessor who shall be duly qualified to inspect the
      Equipment in its operational environment.

      (e)   All Equipment shall be cleaned and treated with respect to rust,
      corrosion and appearance in accordance with manufacturers recommendations
      and consistent with the best practices of dealers in used equipment
      similar to the Equipment; shall have no Lessee installed markings or
      labels which are not necessary for the operation, maintenance or repair of
      the Equipment; and shall be in compliance with all applicable governmental
      laws, rules and regulations.

      (f)   Without limitation, all internal fluids will either be drained and
      disposed of or filled and secured in accordance with manufacturers
      recommendations and applicable governmental laws, rules and regulations.

   The MAINTENANCE Section of the Lease is amended by adding the following as
the third sentence in subsection (a):

   Lessee agrees that upon return of the Equipment, it will comply with all
original manufacturer's performance specifications for new Equipment without
expense to Lessor. Lessee shall, if requested by Lessor, obtain a certificate or
service report from the manufacturer attesting to such condition.

   Each reference contained in this Agreement to:

      (a)   "Adverse Environmental Condition" shall refer to (i) the existence
      or the continuation of the existence, of an Environmental Emission
      (including, without limitation, a sudden or non-sudden accidental or
      non-accidental Environmental Emission), of, or exposure to, any substance,
      chemical, material, pollutant, Contaminant, odor or audible noise or other
      release or emission in, into or onto the environment (including, without
      limitation, the air, ground, water or any surface) at, in, by, from or
      related to any Equipment, (ii) the environmental aspect of the
      transportation, storage, treatment or disposal of materials in connection
      with the operation of any Equipment or (iii) the violation, or alleged
      violation of any statutes, ordinances, orders, rules regulations, permits
      or licenses of, by or from any governmental authority, agency or court
      relating to environmental matters connected with any Equipment.

      (b)   "Affiliate" shall refer, with respect to any given Person, to any
      Person that directly or indirectly through one or more intermediaries,
      controls, or is controlled by, or is under common control with, such
      Person.

      (c)   "Contaminant" shall refer to those substances which are regulated by
      or form the basis of liability under any Environmental Law, including,
      without limitation, asbestos, polychlorinated biphenyls ("PCBs"), and
      radioactive substances, or other material or substance which has in the
      past or could in the future constitute a health, safety or environmental
      hazard to any Person, property or natural resources.

      (d)   "Environmental Claim" shall refer to any accusation, allegation,
      notice of violation, claim, demand, abatement or other order on direction
      (conditional or otherwise) by any governmental authority or any Person for
      personal injury (including sickness, disease or death), tangible or
      intangible property damage, damage to the environment or other adverse
      effects on the environment, or for fines, penalties or restrictions,
      resulting from or based upon any Adverse Environmental Condition.

      (e)   "Environmental Emission" shall refer to any actual or threatened
      release, spill, emission, leaking, pumping, injection, deposit, disposal,
      discharge, dispersal, leaching or migration into the indoor or outdoor
      environment, or into or out of any of the Equipment, including, without
      limitation, the movement of any Contaminant or other substance through or
      in the air, soil, surface water, groundwater or property.

      (f)   "Environmental Law" shall mean any federal, foreign, state or local
      law, rule or regulation pertaining to the protection of the environment,
      including, but not limited to, the Comprehensive Environmental Response,
      Compensation and Liability Act ("CERCLA") (42 U.S.C. Section 9601 et
      seq.), the Hazardous Material Transportation Act (49 U.S.C. Section 1801
      et seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251
      et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section
      6901 et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the
      Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the Federal
      Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 1361 et
      seq.), and the Occupational Safety and Health Act (19 U.S.C. Section 651
      et seq.), as these laws have been amended or supplemented, and any
      analogous foreign, federal, state or local statutes, and the regulations
      promulgated pursuant thereto.

      (g)   "Environmental Loss" shall mean any loss, cost, damage, liability,
      deficiency, fine, penalty or expense (including, without limitation,
      reasonable attorneys' fees, engineering and other professional or expert
      fees), investigation, removal, cleanup and remedial costs (voluntarily or
      involuntarily incurred) and damages to, loss of the use of or decrease in
      value of the Equipment arising out of or related to any Adverse
      Environmental Condition.

      (h)   "Person" shall include any individual, partnership, corporation,
      trust, unincorporated organization, government or department or agency
      thereof and any other entity.

<PAGE>

      Lessee shall fully and promptly pay, perform, discharge, defend, indemnify
and hold harmless Lessor and its Affiliates, successors and assigns, directors,
officers, employees and agents from and against any Environmental Claim or
Environmental Loss.

The provisions of (his Schedule shall survive any expiration or termination of
the Lease and shall be enforceable by lessor, its successors and assigns.

6.    LEASE TERM OPTIONS

      END OF BASIC TERM OPTIONS

      At the expiration of the Basic Term (the "Basic Term Expiration Date"), so
long as no default has occurred and is continuing hereunder and this Agreement
has not been earlier terminated. Lessee shall exercise one of the following
options:

      (1)   EXTENSION OPTION. Lessee may extend the Lease beyond the Basic Term
Expiration Date with respect to all (but not less than all) of the Equipment
covered by this Schedule through the Secondary Term set forth in this Schedule
and Lessee shall pay Secondary Term Rent as set forth in this Schedule.

      (2)   PURCHASE OPTION. Upon at least one hundred eighty (180) but not more
than two hundred seventy (270) days written notice to Lessor prior to the Basic
Term Expiration Date, Lessee may purchase all (but not less than all) of the
Equipment covered by this Schedule on an AS IS BASIS for cash equal to the
greater of (A) SIXTY-TWO AND 006/1000 percent (62.006%) of the Capitalized
Lessor's Cost (plus all applicable sales taxes) or (B) the then Fair Market
Value (as such term is defined in the PURCHASE OPTION Section subsection (b) of
the Lease hereof) of the Equipment (plus all applicable sales taxes); provided
that, Lessee shall concurrently exercise its Purchase Option under account
number 4130883-001. On the Basic Term Expiration Date, Lessor shall receive in
cash the full purchase price (plus all applicable sales taxes) together with any
rent or other sums then due under the Lease on such date. Lessee shall be deemed
to have waived its purchase option if it fails to (a) timely provide Lessor with
the required written notice of its election to exercise the same or (b) provide
Lessor with written notice of its irrevocable election to exercise the same
within fifteen (15) days after Fair Market Value is determined (by agreement or
appraisal).

                                                            Initial: /s/ LN

            (a)   If Lessee exercises its Purchase Option with respect to the
            Equipment leased hereunder, then on the Basic Term Expiration Date,
            and provided that no default has occurred and is continuing under
            the Lease or any other agreement between Lessee and Lessor, Lessee
            shall pay to Lessor any Rent and other sums due and unpaid on the
            Basic Term Expiration Date and Lessee shall purchase the Equipment
            and pay the greater of (A) SIXTY-TWO AND 006/1000 percent (62.006%)
            of the Capitalized Lessor's Cost (plus all applicable sales taxes)
            or (B) the then Fair Market Value of the Equipment (plus all
            applicable sales taxes) by either:

                  (i)   financing the applicable Purchase Option plus all
                  applicable sales taxes (collectively, the "Amount Financed")
                  with Lessor at the fixed rate per annum simple interest set
                  out below, payable in the number of installments set out below
                  and on the terms set out in subsection (c) below:

                  Number of Payments: 30 scheduled monthly installments, payable
                  in arrears

                  Fixed, per annum simple interest rate: SEVEN AND 88/100
                  (7.88%) percent  (the "Purchase Option Financing Rate"), or

                  (ii)  paying cash to Lessor equal to the Amount Financed plus
                  a prepayment premium equal to one percent (1%) of Purchase
                  Option price.

            (b)   If Lessee elects to purchase the Equipment by financing the
            Amount Financed, THE AMOUNT FINANCED SHALL BE PAID TO LESSOR.
            TOGETHER WITH INTEREST THEREON AT THE PURCHASE OPTION FINANCING RATE
            SET FORTH ABOVE IN CONSECUTIVE EQUAL MONTHLY INSTALLMENTS OF
            PRINCIPAL AND INTEREST, EXCEPT THAT THE FINAL INSTALLMENT SHALL BE
            EQUAL TO THE TOTAL OUTSTANDING PRINCIPAL AND INTEREST THEN DUE AND
            UNPAID. The first such installment shall be due exactly one (1)
            month from the Purchase Option date and such installments shall
            continue on the same day of each month thereafter. All payments
            shall be applied first to interest and then to principal. The
            acceptance by Lessor of any payment which is less than payment in
            full of all amounts due and owing at such time shall not constitute
            a waiver of Lessor's right to receive payment in full at such time
            or at any subsequent time. Interest shall be calculated on the basis
            of a three hundred sixty (360) day year. Each payment may, at the
            option of the Payee, be calculated and applied on an assumption that
            such payment would be made on its due date. It is the intension of
            the parties hereto to comply with the applicable usury laws.
            Accordingly, it is agreed that notwithstanding anything to the
            contrary contained herein, in no event shall any provision contained
            herein require or permit interest in excess of the maximum amount
            permitted by applicable law to be paid. If necessary to give effect
            to these provisions, Lessor will, at its option, in accordance with
            applicable law, either refund any amount to Lessee to the extent
            that it was in excess of that allowed by applicable law or credit
            such excess amount against the then unpaid principal.

            (c)   SECURITY AGREEMENT.

            In the event Lessee exercises its Purchase Option and elects to
            purchase the Equipment by financing the Purchase Option price, then:

                  (i)   To secure payment of the Amount Financed and the
                  interest thereon and any penalties, charges or attorneys' fees
                  arising or incurred following default hereunder and to secure
                  any and all other obligations of the Lessee to the Lessor,
                  whether existing on or arising after the date of Lessee's
                  exercise of its Purchase Option, Lessee hereby grants,
                  assigns, transfers, pledges, conveys and mortgages to Lessor
                  all of Lessee's interest in and to the Equipment and all
                  attachments, accessions and additions thereto, substitutions
                  and accessories therefor and replacements and proceeds
                  (including insurance proceeds) thereof (all of which are
                  referred to herein as the "Collateral") including Collateral
                  added or arising after the Purchase Option date. The terms
                  "Lessor" and "Lessee" have been used in this FAIR MARKET VALUE
                  PURCHASE OPTION Section ("this Section") for consistency of
                  reference. However, upon

<PAGE>

                  exercise of its Purchase Option, Lessee shall be a "debtor"
                  and Lessor a "secured party" as those terms are used under the
                  Uniform Commercial Code. This Agreement and the Schedule shall
                  continue to be referred to as the "Lease".

                  (ii)  All provisions of this Lease shall survive and continue
                  to remain in full force and effect until all indebtedness
                  secured hereby is paid in full except the following Sections
                  of the Lease: (i) TERM, RENT AND PAYMENT; (ii) RENT
                  ADJUSTMENT: (iii) EARLY TERMINATION, and (iv) PURCHASE OPTION.

                  (iii) Except for the security interest granted under this
                  Section, LESSEE WARRANTS THAT THE COLLATERAL WILL REMAIN FREE
                  AND CLEAR OF ALL LIENS AND ENCUMBRANCES OF EVERY KIND, NATURE
                  AND DESCRIPTION AND THAT LESSEE SHALL REMAIN THE SOLE AND
                  LAWFUL OWNER AND IN POSSESSION OF THE COLLATERAL UNTIL ALL
                  OBLIGATIONS OF LESSEE TO LESSOR HEREUNDER HAVE BEEN FULLY
                  PERFORMED. Lessee will warrant and defend the Collateral
                  against all claims by all persons.

                  (iv)  The STIPULATED LOSS VALUE Section subsection (i) of this
                  Agreement is amended in its entirety to read: "the portion of
                  the principal balance outstanding as of the Payment Date that
                  is attributable to the affected unit based upon the
                  Capitalized Lessor's Cost of such unit relative to the
                  Capitalized Lessor's Cost of all the units of Equipment, plus
                  all interest accrued on such portion as of the Payment Date.

                  (v)   Upon request of Lessor from time to time, Lessee shall
                  do everything necessary or expedient to preserve and perfect
                  the security interest granted herein and its priority,
                  including without limitation obtaining and delivering to
                  Lessor, if applicable: (A) a certificate of title showing the
                  lien of Lessor with respect to the Collateral and/or (B)
                  landlord and mortgagee waivers satisfactory to Lessor. Lessor
                  is hereby granted power to sign Lessee's name and on behalf of
                  Lessee to execute and file applications for title, transfer of
                  title, financing statements, notices of lien and other
                  documents pertaining to any or all of the Collateral. To the
                  extent allowed by applicable law, Lessee waives all homestead
                  and other property exemption laws. On and after Lessee's
                  exercise of its Purchase Option, Lessor may at any reasonable
                  time examine the books and records of the Lessee and make
                  copies thereof..

                  (vi)  Lessee acknowledges receipt of a true copy of the Lease,
                  and waives acceptance hereof.

                  (vii) If any installment or other amount due under this
                  Section is not paid within ten (10) days after its due date,
                  Lessee agrees to pay a late charge of five cents ($.05) per
                  dollar on, and in addition to, the amount of said installment,
                  but not exceeding the maximum lawful charges. If (A) Lessee
                  fails to make payment of any amount due pursuant to this
                  Section within ten (10) days after the same becomes due and
                  payable; or (B) Lessee is in default under, or fails to
                  perform under any other term or condition contained in the
                  Lease, then the entire principal sum remaining unpaid under
                  this Section, together with all accrued interest thereon and
                  any other sum payable under this Lease, at the election of
                  Lessor, shall immediately become due and payable, with
                  interest thereon at the lesser of eighteen percent (18%) per
                  annum or the highest rate not prohibited by applicable law
                  from the date of such accelerated maturity until paid (both
                  before and after any judgment). Lessee may prepay in full (but
                  not in part) its entire indebtedness under this Section, at
                  any time upon the payment of all amounts due and a prepayment
                  premium equal to one percent (1%) of the original Amount
                  Financed.

                  (viii) The provisions of this Section shall survive any
                  termination of the Lease caused by Lessee's exercise of its
                  Purchase Option. Lessor and any assignee of Lessor may assign
                  its rights and interests, in whole or in part, under this
                  Section.

      (3)   CANCELLATION OPTION. Upon at least one hundred eighty (180) but not
more than two hundred seventy (270) days written notice to Lessor prior to the
Basic Term Expiration Date (the "Notice Date"), Lessee may cancel the Agreement
(the "Cancellation Option") with respect to all (but not less than all) of the
Equipment on this Schedule: provided that, Lessee shall concurrently exercise
its Cancellation Option under Schedule 001 hereof and its Termination Option
under account number 4130883-001. If all of the terms and conditions of this
Section are not fulfilled, this Lease shall continue in full force and effect
and Lessee shall continue to be liable for all obligations thereunder,
including, without limitation, the obligation to continue paying rent. Lessee
shall be deemed to have waived this option if it fails to timely provide Lessor
with the required written notice of its election to exercise the same.

                                                            Initial: /s/ LN

            (a)   Prior to the Basic Term Expiration Date, Lessee shall

                  (i)   pay to Lessor, as additional rent. FORTY-SEVEN AND
                  327/1000 percent (47.327%) of the Capitalized Lessor's Cost of
                  the Equipment, plus all rent and all other sums due and unpaid
                  as of the Basic Term Expiration Date (including, but not
                  limited to, any rent payment due and payable on the Basic Term
                  Expiration Date and any sales taxes and property taxes); and

                  (ii)  return the Equipment in full compliance with the RETURN
                  OF EQUIPMENT Section of the Lease, such compliance being
                  independently verified by an independent appraiser selected by
                  Lessor (reasonably acceptable to Lessee) to determine that the
                  Equipment is in such compliance, which determination shall be
                  final, binding and conclusive. Lessee shall bear all costs
                  associated with such appraiser's determination and such costs,
                  if any, to cause the Equipment to be in full compliance with
                  the RETURN OF EQUIPMENT Section of the Lease on or prior to
                  such Basic Term Expiration Date.

            (b)   From the applicable Notice Date through the Basic Term
                  Expiration Date, Lessee shall:

                  (i)   continue to comply with all of the terms and conditions
                  of the Lease, including, but not limited to, Lessee's
                  obligation to pay rent, and

                  (ii)  make the equipment available to Lessor in such a manner
                  as to allow Lessor to market and demonstrate the Equipment to
                  potential purchasers or lessees from such premises at no cost
                  to Lessor; provided, however, that, subject to Lessor's right
                  to market

<PAGE>

                  and demonstrate the Equipment to potential purchasers or
                  lessees from time to time, Lessee may still use the Equipment
                  until the Basic Term Expiration Date.

            (c)   Lessee shall, from the Basic Term Expiration Date through the
            earlier of the date the Equipment is sold by Lessor to a third party
            or thirty (30) days following the Basic Term Expiration Date, comply
            with the following terms and conditions:

                  (i)   continue to provide insurance for the Equipment, at
                  Lessee's own expense, in compliance with the terms found in
                  the INSURANCE Section of the Lease, and

                  (ii)  make the Equipment available to Lessor and/or allow
                  Lessor to store the Equipment at Lessee's premises, in such a
                  manner as to allow Lessor to market and demonstrate the
                  Equipment to potential purchasers or lessees from such
                  premises at no cost to Lessor.

            (d)   The proceeds of any sale or re-lease of the Equipment after
            Lessee has exercised its Cancellation Option shall be for the sole
            benefit of Lessor and Lessee shall have no interest in nor any claim
            upon any of such proceeds.

   END OF SECONDARY TERM OPTIONS

      The PURCHASE OPTION Section subsection (a) of the Lease is hereby deleted
      in its entirety and the following is substituted therefor:

      (a)   So long as no default exists hereunder and the Lease has not been
      earlier terminated, Lessee may at the expiration of the Secondary Term
      upon at least one hundred eighty (180) days but not more than two hundred
      seventy (270) days written notice to Lessor prior to the end of the
      Secondary Term, purchase all (but not less than all) of the Equipment in
      this Schedule on an AS IS, WHERE IS BASIS, without recourse to or warranty
      from Lessor, express or implied ("AS IS BASIS") for cash equal to its then
      Fair Market Value (plus all applicable sales taxes).

H.    PAYMENT AUTHORIZATION

      You are hereby irrevocably authorized and directed to deliver and apply
the proceeds due under this Schedule as follows:

<TABLE>
<CAPTION>
           COMPANY NAME                         ADDRESS                 AMOUNT
----------------------------------------------------------------------------------
<S>                                       <C>                       <C>
TXU Communications Ventures Company       300 Decker Dr.            $ 1,706,738.36
                                          Irving, TX 75062

Furniture Service Group, Inc.             via wire transfer to:     $    81,262.76
                                          Bank of Oklahoma
                                          Tulsa, OK
                                          ABA No.  103900036
                                          Acct. No. 209907746

Wilson Office Interiors                   via wire transfer         $    88,743.60

Total:                                                              $ 1,876,744.72
</TABLE>

      This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.

      Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.

  IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.

LESSOR:                                   LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION      TXU COMMUNICATIONS VENTURES COMPANY

By:    /s/ William S. Anderson            By:    /s/ Leslie Nolen
       -----------------------                   -------------------------------
Name:  WILLIAM S. ANDERSON                Name:  Leslie Nolen

Title: RISK ANALYST                       Title: Vice President - Finance and
                                                 Administration

<PAGE>

                                    Exhibit A
                                       to
                           Equipment Schedule No. 002
                                     dated
                                 March 18, 2002

<TABLE>
<CAPTION>
                                             Invoice
           Vendor               Invoice #      Date              Amount
------------------------------------------------------------------------
<S>                             <C>          <C>        <C>
Affordable Audio-Visual           1114       8/30/01    $   28,352.84

AV Marketplace                   539332      9/20/01    $    2,999.00

Archoustics West                JA-1044-A    8/30/01    $   26,638.15
                                JA-1045-B    9/18/01    $   20,825.00

Global Alarm Systems              69255      9/11/01    $   17,833.00
                                  69256      9/21/01    $   39,873.89
                                  69258      9/21/01    $   44,258.01
                                  69259      9/21/01    $   13,017.06
                                  69261      9/24/01    $    3,520.19

Pitney Bowes                     410472       7/3/01    $   12,004.87

Wilson Office Interiors           92724      8/30/01    $  163,733.10
                                  93717      9/28/01    $   46,271.35
Furniture Services Group,
Inc.                            85000093      8/2/01    $    2,409.78
                                85000094      8/3/01    $  524,261.53
                                85000095      8/3/01    $  630,456.11
                                85000106     8/16/01    $    6,947.52
                                85000107     8/16/01    $    1,868.84
                                85000110     8/16/01    $    8,180.00
                                85000111     8/17/01    $   14,128.30
                                85000112     8/17/01    $   31,740.10
                                85000113     8/23/01    $   56,569.61
                                85000150     9/20/01    $    6,834.00

Wilson Office Interiors           94104      10/09/01   $   14,344.88
                                  94230      10/15/01   $    8,045.08
                                  93941      10/05/01   $    5,486.94
                                  95016      11/06/01   $   38,064.49
                                  95068      11/08/01   $    9,022.48
                                  95597      11/29/01   $   13,779.73

Claerhout Associates, Inc.       5318-1      11/16/01   $   10,825.00

Furniture Services Group        85000172     10/04/01   $      804.00
                                85000187     10/24/01   $       59.40
                                85420984     10/25/01   $    2,394.82
                                85000196     10/25/01   $    1,362.49
                                85000192     10/24/01   $      705.00
                                85000202     10/30/01   $    4,833.46
                                85000203     10/30/01   $    3,325.00
                                85000204     10/30/01   $    6,532.00
                                85000209     11/02/01   $   17,441.56
                                85000210     11/06/01   $    2,233.44
                                85000215     11/8/01    $    4,207.00
                                85000216     11/8/01    $    7,040.63
                                85000226     11/15/01   $   10,384.25
                                85000232     11/28/01   $      875.00
                                85000233     11/28/01   $    3,205.35
                                85000234     11/28/01   %    7,139.09
                                85000246     12/13/01   $    1,911.38
                                                        -------------
                                                        $1,876,744.72
</TABLE>

                                  Page 1 of 1     Lessee's Initials: /s/ LN

<PAGE>

                                    EXHIBIT I
                               TO SCHEDULE NO. 002
                               DATED AS OF 3/18/02
                            TO MASTER LEASE AGREEMENT
                          DATED AS OF FEBRUARY 25, 2002

<TABLE>
<CAPTION>
                  floating
                    rate
payment          adjustment
number             factor
<S>              <C>
   1                 7.5178
   2                 7.4151
   3                 7.3121
   4                 7.2089
   5                 7.1054
   6                 6.9906
   7                 6.8866
   8                 6.7824
   9                 6.6668
  10                 6.5620

  11                 6.4571
  12                 6.3407
  13                 6.2240
  14                 6.0932
  15                 5.9622
  16                 5.8309
  17                 5.6993
  18                 5.5814
  19                 5.4493
  20                 5.3169
  21                 5.1982
  22                 5.0653

  23                 4.9321
  24                 4.8125
  25                 4.6927
  26                 4.5847
  27                 4.4764
  28                 4.3678
  29                 4.2589
  30                 4.1377
  31                 4.0283
  32                 3.9186
  33                 3.7966
  34                 3.6863

  35                 3.5758
  36                 3.4529
  37                 3.3297
  38                 3.2368
  39                 3.1437
  40                 3.0503
  41                 2.9565
  42                 2.8319
  43                 2.7376
  44                 2.6430
  45                 2.5175
  46                 2.4223

  47                 2.3268
</TABLE>

<PAGE>

<TABLE>
<S>                <C>
48                 2.2004
49                 2.0737
50                 1.9906
51                 1.9071
52                 1.8234
53                 1.7393
54                 1.6111
55                 1.5265
56                 1.4415
57                 1.3124
58                 1.2268

59                 1.1409
60                 1.0108
</TABLE>

Rental Adjustment =
      (Basis Point Change in Index) times
      (Floating Rate Adjustment Factor) times
      (Original Equipment Cost) divided by
      1,000,000

Initials: /s/     WSA                   /s/      LN
          -----------                   -----------
          Lessor                        Lessee