NeoMedia Technologies, Inc.



                                  Exhibit 10.44

           Sublease Agreement Between NeoMedia Technologies, Inc. and
            Lancaster Annuity Services Company Dated November 8, 1996



<PAGE>

                               SUBLEASE AGREEMENT


     This Sublease, dated this 8th day of November 1996 is made between NeoMedia
Technologies, Inc. (formerly DevTech Associates, Inc.) ("Sublessor") and
Lancaster Annuity Services Company and Mr. Terry Spirk (collectively,
"Sublessee").


                                R E C I T A L S:


     Sublessor is the lessee under a Lease dated August 29, 1995 (the "Master
Lease") which is attached hereto as Exhibit "A" wherein MGI Properties, a
Massachusetts Trust ("Lessor") leased to Sublessor the real property located in
the City of Naperville, County of DuPage, State of Illinois described as 280
Shuman Boulevard, Suite 100 ("Master Premises"). The Master Lease has not been
amended by any agreements.

     Sublessee desires to sublease a part or all of the Master Premises.
Sublessor desires to sublease a part or all of the Master Premises to Sublessee.

     NOW, THEREFORE, on the terms and conditions provided in this Sublease, the
parties agree as follows:

1.   PREMISES.

     Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from
Sublessor, on the terms and conditions set forth in this Sublease and the Master
Lease the following portions of the Master Premises:

     Beginning December 1, 1996 and ending February 28, 1997, Sublessee shall
sublease that portion of the Master Premises which is outlined on Exhibit "B"
and is approximately 5,035 square feet;

     Beginning March 1, 1997 and ending June 30, 1997 Sublessee shall sublease
that portion of the Master Premises which is outlined on Exhibit "C" and is
approximately 6,187 square feet;

     Beginning July 1, 1997 and ending December 31, 2000 or the sooner
termination of this Sublease, Sublessee shall sublease the entire Master
Premises which is outlined on Exhibit "D".

     The part or all of the Master Premises subleased to Sublessor at any time
shall be referred to as the "Premises. " The Premises are subleased to Sublessee
in AS IS condition and Sublessor makes no agreement to alter or improve the
Premises.


<PAGE>

2.   TERM.

     (a) The Term of this Sublease shall commence on December 1, 1996
("Commencement Date"), or when Lessor consents to this Sublease, whichever shall
last occur, and end on December 31, 2000 ("Termination Date"), unless otherwise
sooner terminated in accordance with the provisions of this Sublease. In the
event the Term commences on a date other than the Commencement Date, Sublessor
and Sublessee shall execute a memorandum setting forth the actual date of
commencement of the Term. Possession of the Premises ("Possession") shall be
delivered to Sublessee on the commencement of the Term. If for any reason
Sublessor does not deliver Possession to Sublessee on the commencement of the
Term, Sublessor shall not be subject to any liability for such failure, the
Termination Date shall not be extended by the delay, and the validity of this
Sublease shall not be impaired, but rent shall abate until delivery of
Possession. Notwithstanding the foregoing, if Sublessor has not delivered
Possession to Sublessee within thirty (30) days after the Commencement Date,
then at any time thereafter and before delivery of Possession, Sublessee may
give written notice to Sublessor of Sublessee's intent to cancel this Sublease.
Said notice shall set forth an effective date for such cancellation which shall
be at least ten (10) days after delivery of said notice to Sublessor. If
Sublessor delivers Possession to Sublessee on or before such effective date,
this Sublease shall remain in full force and effect. If Sublessor fails to
deliver Possession to Sublessee on or before such effective date, this Sublease
shall be canceled, in which case all consideration previously paid by Sublessee
to Sublessor on account of this Sublease shall be returned to Sublessee, this
Sublease shall thereafter be of no further force or effect, and Sublessor shall
have no further liability to Sublessee on account of such delay or cancellation.
If Sublessor permits Sublessee to take Possession prior to the commencement of
the Term, such early Possession shall not advance the Termination Date and
shall be subject to the provisions of this Sublease, including without
limitation the payment of rent.

     (b) At any time on or after June 30, 1997, Sublessee may elect to terminate
this Sublease upon written notice to Sublessor; provided, however, that a
condition to Sublessee's right to elect to terminate this Sublease is that the
Lessor shall consent to the termination on terms agreeable to Sublessor of the
Master Lease simultaneous with the termination of this Sublease.

3.   RENT.

     (a) "Base Rent". Sublessee shall pay to Sublessor as Base Rent, without
deduction, set off, notice, or demand, at 6054 Timberwood Circle, #240, Ft.
Myers, Florida 33908 or at such other place as Sublessor shall designate from
time to time by notice to Sublessee, the Base Rent specified below, in advance
on the first day of each month of the Term.

                                      -2-


<PAGE>

     TIME PERIOD              MONTHLY RENT
     -----------              ------------

     12/01/96 TO 02/28/97:    $ 7,552.50 per month
     03/01/97 to 06/30/97:    $ 9,280.50 per month
     07/01/97 to 11/30/97:    $13,986.00 per month
     12/01/97 to 11/30/98:    $14,404.58 per month
     12/01/98 to 11/30/99:    $14,840.70 per month
     12/01/99 to 12/31/00:    $15,283.29 per month

Sublessee shall pay to Sublessor upon execution of this Sublease the sum of
Seven Thousand Five Hundred Fifty Two and 50/100 Dollars ($7,552.50) as Base
Rent for the month of December.

     (b) "Additional Rent". Sublessee and Sublessor agree that the Sublessee
shall not be responsible for the payment to Lessor of the Additional Rent
provided in the Master Lease. Sublessor shall pay any Additional Rent required
by the Master Lease.

4.   UTILITIES.

     Except as provided herein, Sublessee shall be solely responsible for the
payment of all services to the Premises which are provided in the Master Lease
to be paid by Sublessor and shall be solely responsible for timely payment for
electrical service to the Premises received directly from the utility company.
Prior to July 1, 1997, Sublessee and Sublessor shall prorate all billings for
services and utilities based on the square footage of the Master Premises
occupied by each, except that any party which requests after hour services shall
be solely responsible for payment of the cost of such services.

5.   INSURANCE.

     During the entire term of this Sublease, Sublessee, at its sole costs and
expense, agrees to purchase and keep in full force and effect during the term
hereof, the insurance coverage required by the Master Lease. Casualty and
extended coverage policies shall contain a clause pursuant to which the
insurance carriers waive all rights of subrogation against the Sublessor and
Lessor, and their agents and employees with respect to losses payable under said
policies. Sublessor and Lessor shall be named as additional co-insureds on all
insurance policies. Evidence of such insurance shall be delivered to Sublessor
upon demand and shall provide that coverage may not be changed or canceled
without thirty (30) days written notice to Sublessor and Lessor. If Sublessee
should fail to secure and maintain such insurance, Sublessor shall have the
right to do so and to add the cost thereof to the rent due hereunder.

                                      -3-


<PAGE>

6.   SECURITY DEPOSIT.

     Sublessee shall deposit with Sublessor upon execution of this Sublease the
sum of Seven Thousand Five Hundred Fifty-Two and 50/100 Dollars ($7,552.50) as
security for Sublessee's faithful performance of Sublessee's obligations
hereunder ("Security Deposit"). The amount of the Security Deposit shall be
increased to Nine Thousand Two Hundred Eighty and 50/100 Dollars ($9,280.50) on
or before March 1, 1997 and shall be further increased to Thirteen Thousand Nine
Hundred Eighty Six and 00/100 Dollars ($13,986.00) on or before July 1, 1997. If
Sublessee fails to pay rent or other charges when due under this Sublease, or
fails to perform any of its other obligations hereunder, Sublessor may use or
apply all or any portion of the Security Deposit for the payment of any rent or
other amount then due hereunder and unpaid, for the payment of any other sum for
which Sublessor may become obligated by reason of Sublessee's default or breach,
or for any loss or damage sustained by Sublessor as a result of Sublessee's
default or breach. If Sublessor so uses any portion of the Security Deposit,
Sublessee shall, with ten (10) days after written demand by Sublessor, restore
the Security Deposit to the full amount originally deposited, and Sublessee's
failure to do so shall constitute a default under this Sublease. Sublessor shall
not be required to keep the Security Deposit separate from its general accounts,
and shall have no obligation or liability for payment of interest on the
Security Deposit. In the event Sublessor assigns its interest in this Sublease,
Sublessor shall deliver to its assignee so much of the Security Deposit as is
then held by Sublessor. Within ten (10) days after the Term has expired, or
Sublessee has vacated the Premises, or any final adjustment pursuant to
Subsection 3(b) hereof has been made, whichever shall last occur, and provided
Sublessee is not then in default of any of its obligations hereunder, the
Security Deposit, or so much thereof as had not theretofore been applied by
Sublessor, shall be returned to Sublessee or to the last assignee, if any, of
Sublessee's interest hereunder.

7.   USE OF PREMISES.

     The Premises shall be used and occupied only for general business offices
and related purposes and for no other use or purpose.

8.   ALTERATIONS.

     The Sublessee shall not make any alterations, improvements or additions to
the Premises without the prior written consent of Sublessor and Lessor.
Sublessor hereby consents to Sublessee, at its own expense, (i) installing a
double lock on the rear door of the Premises where indicated on Exhibit B and
(ii) installing a door to the Premises at the location indicated on Exhibit B.
Sublessor shall cooperate with Sublessee in obtaining Lessor's consent to such
construction. All construction drawings shall be subject to Sublessor's
approval. All construction shall be performed in accordance with the provisions
of the Master Lease.

                                      -4-


<PAGE>


9.   WARRANTY BY SUBLESSOR.

     Sublessor warrants and represents to Sublessee as follows:

     (a) The Master Lease has not been amended or modified, except as expressly
set forth herein;

     (b) Sublessor is not now, and as of the commencement of the Term hereof
will not be, in default or breach of any of the provisions of the Master Lease;

     (c) Sublessor has no knowledge of any claim by Lessor that Sublessor is in
default or breach of any of the provisions of the Master Lease; and

SUBLESSOR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO SUBLESSEE, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES AS TO
THE CONDITION OR REPAIR OF THE PREMISES.

10.   ASSIGNMENT AND SUBLETTING.

     Sublessee shall not assign this Sublease or further sublet any part of the
Premises without the prior written consent of Sublessor and Lessor. Sublessee
shall give notice and all documents required under the Master Lease to Sublessor
at least forty-five (45) days prior to the intended commencement date of any
proposed sublease. Notwithstanding the consent of the Lessor and Sublessor to
sublease a part of the Premises, in no event shall any sublease of the Premises
exceed thirty-three (33%) of the Premises.

11.   FURNITURE.

     (a) Sublessor agrees to lease the wooden furniture listed on Exhibit "E"
attached hereto (the "Wood Furniture") to Sublessee at no additional rent or
fee for the term of the Lease. Sublessor makes no representations or warranties
with respect to the Wood Furniture, including but not limited to, any
representations or warranties as to the condition or repair of the Wood
Furniture. Upon the expiration of this Sublease without any breach or default on
the part of Sublessee or on termination of this Sublease pursuant to Section
2(b), Sublessee may elect to purchase the Wood Furniture for consideration of
$1.00. Upon payment of $1.00 to Sublessor, Sublessor shall transfer all right,
title and interest in and to the Wood Furniture to Sublessee in AS IS condition
without representation or warranty. At Sublessor's request, Sublessee shall sign
a UCC Financing Statement to be filed by Lessor to record its ownership interest
in the Wood Furniture.

                                      -5-


<PAGE>


     (b) On or before March 1, 1997, Sublessor and Sublessee shall agree upon
and Sublessor shall sublease to Sublessee certain metal furniture to be
identified by the parties which shall be listed on Exhibit "F" to be attached
hereto (the "Metal Furniture") under the terms and conditions of that certain
Lease dated June 29, 1995 between Sublessor, as lessee, and The First National
Bank of Chicago, as lessor, which is attached hereto as Exhibit "G" (the "Metal
Furniture Lease"). Sublessor hereby consents to and Sublessee shall have a
license to use the metal furniture located in the Premises from December 1, 1996
through February 28, 1997. In consideration for such license, Sublessee shall
pay to Sublessor on or before the first day of each month during which Sublessor
shall use the such metal furniture, an amount equal to (i) the monthly rent due
under the terms of the Metal Furniture Lease multiplied by (ii) a fraction the
numerator of which is the square footage of the Premises during such month and
the denominator of which is the square footage of the Master Premises. The
provisions of this Section 11(b) shall be null and void if The First National
Bank of Chicago agrees to cancel the Metal Furniture Lease and enter into a
lease with Sublessee for the Metal Furniture. In that event, Sublessor shall
consent to termination of the Metal Furniture Lease and the execution of a lease
between The First National Bank of Chicago and Sublessee for the Metal
Furniture. Upon execution of the lease, Sublessor shall have no further
liability or obligation with respect to the Metal Furniture or the Metal
Furniture Lease.

12.   DEFAULT.

     If Sublessee shall at any time be in default in the payment of rent herein
reserved and Sublessee shall fail to remedy such default within five (5) days or
if Sublessee shall at any time be in default in the performance of any of the
other covenants, terms, conditions, or provisions of this Sublease and Sublessee
shall fail to remedy such default within fifteen (15) days after written notice
thereof from Sublessor or if Sublessee shall make an assignment for the benefit
of creditors or if a receiver of any property of Sublessee in or upon the
Premises be appointed in any action, suit, or proceeding by or against Sublessee
and the decree of order not set aside, vacated, or stayed within sixty (60) days
of entry thereof or if the interest of Sublessee in the Premises shall be sold
under execution or other legal process or if Sublessee shall file a petition in
bankruptcy or a petition shall be filed against Sublessee in bankruptcy and not
set aside, vacated or stayed within thirty (30) days after entry, it shall be
lawful for Sublessor to enter upon the Premises and again have, repossess, and
enjoy Premises as if this Sublease had not been made, and thereupon this
Sublease and everything herein contained on the part of the Sublessor to be done
and performed shall cease and determine, without prejudice, however, to the
right of Sublessor to recover from Sublessee all rent due up to the time of such
entry or any other rights of Sublessor. In the case of any default and re-entry
by Sublessor, Sublessor may relet the Premises for the remainder of the term of
this Sublease thereof for the highest rent obtainable by Sublessor and may
recover from Sublessee any deficiency between the amount so obtained less
Sublessor's costs and expenses including attorneys' fees in connection with such
entry and reletting and the Base Rent and Additional Rent to be paid under this
Sublease. Sublessee shall indemnify and hold harmless Sublessor for all damages,
liabilities, interest,

                                      -6-


<PAGE>


penalties, costs and expenses, including attorneys' fees and expenses, incurred
by Sublessor as a result of any default by Sublessee hereunder.

13.   INDEMNIFICATION.

     Sublessee shall indemnify, defend and hold harmless Sublessor from any and
all suits, actions, proceedings, damages, liabilities, costs and expenses as a
result of or arising out of Sublessee's occupancy of the Premises.

14.   OTHER PROVISIONS OF SUBLEASE.

     All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the Premises the Master
Premises, except that Sublessee shall have no rights under the provisions of
Rider No. 1 to the Master Lease. Sublessee assumes and agrees to perform the
lessee's obligations under the Master Lease during the Tenn to the extent that
such obligations are applicable to the Premises, except that the obligation to
pay rent to Lessor under the Master Lease shall be considered performed by
Sublessee to the extent and in the amount rent is paid to Sublessor in
accordance with Section 3 of the Sublease. Sublessee shall not commit or suffer
any act or omission that will violate any of the provisions of the Master Lease.
Sublessor shall exercise due diligence in attempting to cause Lessor to perform
its obligations under the Master Lease for the benefit of Sublessee. If the
Master Lease terminates, this Sublease shall terminate and the parties shall be
relieved of any further liability or obligation under this Sublease, provided,
however, that if the Master Lease terminates as a result of a default or breach
by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the
defaulting party shall be liable to the nondefaulting party for all damages
suffered as a result of such termination, including, but not limited to,
attorneys' fees and expenses. Notwithstanding the foregoing, if the Master Lease
gives Sublessor any right to terminate the Master Lease in the event of the
partial or total damage, destruction, or condemnation of the Master Premises or
the building or project of which the Master Premises are a part, the exercise of
such right by Sublessor shall not constitute a default or breach hereunder.

15.   ATTORNEYS' FEES.

     If Sublessor, Sublessee, or Lessor shall commence an action against the
other arising out of or in connection with the Sublease, the prevailing party
shall be entitled to recover its costs of suit and reasonable attorney's fees.

16.   INTEREST.

     If not paid when due, any installments of Base Rent shall bear interest as
provided in the Master Lease from the date such payment is due to the payment
date. 

                                      -7-


<PAGE>


17.   AGENCY DISCLOSURE.

     Sublessor and Sublessee each warrant that they have dealt with no other
real estate broker in connection with this transaction except: SUBURBAN REAL
ESTATE SERVICES, INC., ("Broker") who represents NeoMedia Technologies, Inc. and
Commercial Group, R.E. ("Cooperating Broker") who represents Lancaster Annuity
Services Company.

18.   COMMISSION.

     Upon execution of this Sublease, and consent thereto by Lessor, Sublessor
shall pay Broker a real estate brokerage commission in accordance with
Sublessor's contract with Broker for the subleasing of the Premises. Sublessor
shall have no responsibility to pay Cooperating Broker any commission
whatsoever.

19.   NOTICES.

     All notices and demands which may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing. All notices
and demands by the Sublessor to Sublessee shall be sent by United States Mail,
postage prepaid, addressed to the Sublessee at the address hereinbelow, or to
such other place as Sublessee may from time to time designate in a notice to the
Sublessor. All notices and demands by the Sublessee to Sublessor shall be sent
by United States Mail, postage prepaid, addressed to the Sublessor at the
address set forth below, and to such other person or place as the Sublessor may
from time to time designate in a notice to the Sublessee.

     To Sublessor:            NeoMedia Technologies, Inc. 
                              6054 Timberwood Circle, #240 
                              Ft. Myers, Florida 33908


     To Sublessee:            280 Shuman Boulevard
                              Suite 100
                              Naperville, IL 60563

20.   SEVERABILITY.

     The invalidity of any provision of this Sublease shall not impair or
otherwise adversely affect the validity of any other provision.

21.   GOVERNING LAW.

     This Sublease shall be governed by, and construed in accordance with the
laws of the State of Illinois applicable to contracts made and performed in that
State.

                                      -8-


<PAGE>


22. CONSENT BY LESSOR.

     THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR.

Sublessor:                                   Sublessee:
NEOMEDIA TECHNOLOGIES, INC.,                 LANCASTER ANNUITY SERVICES
formerly DevTech Associates, Inc.            COMPANY

By    /s/ CHARLES W. FRITZ                   By     /s/ TERRY SPIRK
      ----------------------                       -----------------------
Title     President                          Title      CEO
      ----------------------                       -----------------------
Date      11/9/96                            Date       11/8/96
      ----------------------                       -----------------------


                                             /s/ TERRY SPIRK
                                             -----------------------------
                                             Terry Spirk

                                             Date 
                                                  ------------------------

                                      -9-


<PAGE>


                          LESSOR'S CONSENT TO SUBLEASE


The undersigned ("Lessor"), lessor under the Master Lease, hereby consents to
the foregoing Sublease without waiver of any restriction in the Master Lease
concerning further assignment or subletting. Lessor certifies that, as of the
date of Lessor's execution hereof, Sublessor is not in default or breach of any
of the provisions of the Master Lease, and that the Master Lease has not been
amended or modified except as expressly set forth in the foregoing Sublease.

Date    November 26, 1996
       -----------------------

Lessor MGI Properties, a Massachusetts Trust
       
By     /s/ ILLEGIBLE
       -----------------------
Title  Exec. Vice President
       -----------------------

                                      -10-

<PAGE>
<TABLE>
<CAPTION>
                                   EXHIBIT "A"                                           Page 1 of 3

SOURCE:  EXISTING                                 PROJECT COMPARISION REPORT
PROCUREMENT: FUTURE                                      PRODUCT SUMMARY


                                                                                                  QUANTITIES          QUANTITIES
CATEGORY     PRODUCT NUMBER       DESCRIPTION                                                 EXISTING   FUTURE      REQ'D   EXTRA
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                  <C>                                                            <C>      <C>         <C>     <C>
CONNECTORS   801043-P-[7-7]-Q     PANEL CONNECTOR, STRAIGHT 43H                                  43       46           3       0
             801069-P-[7-7]-Q     PANEL CONNECTOR, STRAIGHT 69H                                  44        8           0       3
             801082-P-[7-7]-Q     PANEL CONNECTOR, STRAIGHT 82H                                   6        6           0       0
             801143-P-[7-7]-Q     /ILLEGIBLE/4 DEGREE "ELL" CONNECTOR 43H                         8        8           0       0
             801165-P-[7-7]-Q     /ILLEGIBLE/4 DEGREE "ELL" CONNECTOR 69H                         5        5           0       0
             801182-P-[7-7]-Q     /ILLEGIBLE/4 DEGREE "ELL" CONNECTOR 82H                         3        2           0       1
             801242-P-[7-7]-Q     3-WAY "TEE" CONNECTOR 43H                                       7        3           0       4
             801289-P-[7-7]-Q     3-WAY "TEE" CONNECTOR 69H                                       1        1           0       0
             801282-P-[7-7]-Q     3-WAY "TEE" CONNECTOR 82H                                       0        1           1       0
             801445-P-[7-7]-Q     PANEL END COVER 43H                                            10       14           0       5
             801440-P-[7-7]-Q     PANEL END COVER 69H                                             2        2           0       0
             801482-P-[7-7]-Q     PANEL END COVER 82H                                             1        0           0       1
             801582-Q             PANEL MOUNT WALL KIT 32H                                        1        0           0       1
             801602-Q             VARIABLE HEIGHT PANEL END COVER, 2 PANELS                       5        4           0       1
             801603-Q             VARIABLE HEIGHT PANEL END COVER, 3 PANELS                       1        1           0       0


ELECTRICAL   871601-Q             DUPLEX RECEPTACLE CIRCUIT 1                                    25       24           0       1
             871604-Q             DUPLEX RECEPTACLE CIRCUIT 4                                    24       24           0       0
             DATA                 DATA AND COMMUNICATIONS OUTLET                                 25       24           0       1


PANELS       894324-P-[7-7]-Q     ACOUSTICAL PANEL 42H,24W,2D                                     2        0           0       2
             894330-P-[7-7]-Q     ACOUSTICAL PANEL 42H,30W,2D                                     5        4           0       1
             894338-P-[7-7]-Q     ACOUSTICAL PANEL 42H,36W,2D                                    29       32           3       0
             894342-P-[7-7]-Q     ACOUSTICAL PANEL 42H,42W,2D                                    37       34           0       3
             894348-P-[7-7]-Q     ACOUSTICAL PANEL 42H,43W,2D                                     1        0           0       1
             896930-P-[7-7]-Q     ACOUSTICAL PANEL 69H,30W,2D                                     2        0           0       2
             896936-P-[7-7]-Q     ACOUSTICAL PANEL 69H,36W,2D                                     8        6           0       0
             896942-P-[7-7]-Q     ACOUSTICAL PANEL 69H,42W,2D                                     7        5           0       1
             858290-P-[7-7]-Q     ACOUSTICAL PANEL 82H,30W,2D                                     1        0           0       1
             858236-P-[7-7]-Q     ACOUSTICAL PANEL 82H,36W,2D                                     9        4           1       0
             858242-P-[7-7]-Q     ACOUSTICAL PANEL 82H,42W,2D                                     3        4           1       0
             894248-P-[7-7]-Q     ACOUSTICAL PANEL 82H,46W,2D                                     3        0           0       3


PEDESTALS    149238-Q             PEDESTAL, HANGING, BOX/FILE 19H,22-7/80,15W                    26       24           0       1


STORAGE      860130-Q             STORAGE CABINET W/DOORS AND LOCK, 30W,14W,14-1/4H,10H           2        0           0       2
             860136-Q             STORAGE CABINET W/DOORS AND LOCK, 38W,14W,14-1/4H,10H           8        9           0       0


WORK
 SURFACES    8224OOA-Q-Q          WORKSURFACE, RADIAL EDGE, CORNER, 30W,14-1/4D,10H              24       24           0       0
             822436A-Q-Q          WORKSURFACE, RADIAL EDGE 36W,24D,1-1/2H                        26       29           0       0
             822460A-Q-Q          WORKSURFACE, RADIAL EDGE 60W,24D,1-1/2H                         3        2           0       1
             822472A-Q-Q          WORKSURFACE, RADIAL EDGE 72W,24D,1-1/4H                         3        9           0       0


WORKSURF
 SUPPO       631520-Q             SUPPORT LEG 25-1/2H,24D                                        48       48           0       0
             831828-Q             FULL END PANEL, LEFT 28-1/2H,24D                               15       13           0       2
             831928-Q             FULL END PANEL, RIGHT 29-1/2H,24D                              15       13           0       2


SEATING      8001-AD-84G          EXECUTIVE, HIGHBACK, W/ARMS 25-3/4W,
                                   2/ILLEGIBLE/-1/4D,41-1/4H                                     1        0            0       1
             8008-AD-84G          GUEST CHAIR, SLED BASE W/ARMS                                  1        1            0       0
             8015-AD-84G          EXECUTIVE CHAIR, PNEUMATIC, W/ARMS, 25-3/4W,27-1/2D,
                                   36-1/2H                                                      24       24            0       0
             8106G-AD-84G         EXECUTIVE CHAIR, GLIDES, W/ARMS, 27-1/2H,253/4D,36-1/2         2        0            0       2
             6115-AD-84G          EXECUTIVE CHAIR, PNEUMATIC, W/ARMS, 27-1/2W,25-3/4D,
                                   36-1/2H                                                      16       14            0       2


CONNECTORS   2WAY45               2 WAY CONNECTOR 46H                                            0        6            0       0
             2WAY68               2 WAY CONNECTOR 68H                                            1        0            0       1
             3WAY45               3 WAY CONNECTOR 45H                                            3        1            0       2
             4WAY45               4 WAY CONNECTOR 45H                                            2        2            0       0
</TABLE>

                                     PAGE 1

<PAGE>
                                   EXHIBIT "A"                       Page 2 of 3


SOURCE:  EXISTING                                 PROJECT COMPARISION REPORT
PROCUREMENT: FUTURE                                      PRODUCT SUMMARY

<TABLE>
<CAPTION>
                                                                                                  QUANTITIES           QUANTITIES
CATEGORY     PRODUCT NUMBER       DESCRIPTION                                                  EXISTING  FUTURE      REQ'D    EXTRA
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                  <C>                                                            <C>      <C>         <C>      <C>
CONNECTORS   END46                END CONNECTOR 2-1/4W,2-1/4D,46H                                22       19           0        0
             END36                END CONNECTOR 68H                                               1        0           0        1


ELECTRICAL   DUP.EX               DUPLEX OUTLET                                                  20        6           0       14


PANELS       PAN3044 (WOOD)       PANEL, 30W,44H                                                  2        2           0        0
             PAN4524              PANEL, 24W,45H,2-1/4D                                           1        1           0        0
             PAN4530              PANEL, 30W,45H,2-1/4D                                           9        9           0        0
             PAN4542              PANEL, 42W,45H,2-1/4D                                          33       30           0        3
             PAN4844 (WOOD)       PANEL, 48W,44H                                                  1        1           0        0
             PAN8630              PANEL, 30W,66H,2-1/4D                                           1        0           0        1
             PAN8644 (WOOD)       PANEL, 66W,44H                                                  1        1           0        0
             PAN8648              PANEL, 46W,68H,2-1/4D                                           1        0           0        1


PEDESTALS    BBB (WOOD)           PEDESTAL, BOX/BOX/BOX                                           1        1           0        0
             BBBH (WOOD)          PEDESTAL, BOX/BOX/BOX MACHINE HEIGHT                            1        1           0        0
             BBF (WOOD)           PEDESTAL, BBF                                                   5        1           0        4
             FF                   PEDESTAL, FF                                                   29       25           0        4

STORAGE      TRANS66 (WOOD)       TRANSACTION COUNTER 66W, 10-1/4D,1-1/4H                         1        4           0        0


WORKSURF     WORK3024             WORKSURFACE 30W,24D,1-1/2H                                     16       12           0        4
             WORK4224             WORKSURFACE 42W,24D,1-1/2H                                     17       13           0        4
             WORK4242C            WORKSURFACE, CORNER 42W,42D,1-1/2H                             16       12           0        4
             WORK4824 (WOOD)      WORKSURFACE 48W,24D,1-1/2H                                      1        1           0        0
             WORK6630 (WOOD)      WORKSURFACE 66W,30D,1-1/2H                                      1        1           0        0
             WORK7224             WORKSURFACE 32W,24D,1-1/2H                                      1        1           0        0
             WORK7730R            WORKSURFACE, ROUNDED END 72W,30D,1-1/2H                         1        1           0        0


WORKSURF     ENDP24               END PANEL 24W,28H,2D                                           28       24           0        4
  SUPPO      SUPTCOL              SUPORT COLUMN                                                   1        1           0        0


SEATING      LOUNGE-BURGUNDY      LOUNGE CHAIR 33-1/2W,29D,30H                                    3        3           0        0
              LEATHER 
             SEC-BURGUNDY         SECRETARIAL CHAIR                                               3        0           0        5


TABLES       TAB4821              COFFEE TABLE 45W,21D,18H                                        1        1           0        0

</TABLE>



<PAGE>

                                   EXHIBIT "A"                    Page 3 of 3


Cubicle pieces currently stored at Jackson Storage, Naperville:

     8     6 foot workspaces
     1     5 foot workspaces
     3     middle joining pieces

     17    panels that have a #623810 listed on the edge
           8 ea. 36x60
           7 ea. 42x42
           2 ea. 48x60

     2     5x5 partitions

     1     chair 6015/6115 ?

     11    2 drawer files for Kimball

     1     large box of miscellaneous hardware

     4     wood pencil drawers - do not know if these go with the Kimball or Hon

<PAGE>


                               Sublease Agreement

                                   Exhibit B


Exhibit B presents a diagram of the approximate 5,035 square feet to be sublet 
and the approximate 4,289 square feet to be retained by NeoMedia.


<PAGE>

                               Sublease Agreement

                                   Exhibit C


Exhibit C presents a diagram of the approximate 6,187 square feet to be sublet 
and the approximate 3,137 square feet to be retained by NeoMedia.


<PAGE>

                               Sublease Agreement

                                   Exhibit D


Exhibit D presents a diagram of the approximate 9,324 square feet to be sublet.


<PAGE>

                                    Exhibit E

                              Wood Furniture Leased

              ROOM #         QUANTITY           DESCRIPTION
              ------         --------           -----------

              101               3           Red Leather Chairs
              101               1           Glass-Top Table
              101               1           Receptionists Wood Desk
              101               1           Wood Credenza
              102               1           Executive Wood Desk
              102               1           Executive Swivel Chair
              102               2           Executive Chairs
              102               1           Wood Credenza
              102               1           Wood File Cabinet
              103               1           Wood Desk
              103               2           Chairs
              103               1           Wood Credenza
              103               1           Wood File Cabinet
              104               1           Wood Desk
              104               2           Chairs
              104               1           Wood Credenza
              104               1           Wood File Cabinet
              106               1           Wood File Cabinet
              107               1           Wood Credenza
              107               1           Wood File Cabinet
              110               1           Wood Desk
              110               1           Chairs
              110               1           Wood Credenza
              110               1           Wood File Cabinet
              113               3           Metal Shelves
              113               1           Wood Desk
              123               1           Conference Table


<PAGE>


                                   
                                   EXHIBIT "F"


To be agreed by Sublessor and Sublessee.


<PAGE>


                                                                     Exhibit "G"


                                  MASTER LEASE
                                  ------------

This Master Lease Agreement("Master Lease")dated June 29, 1995 between NBD Bank
("Lessor"), of 211 S. Wheaton Avenue, Wheaton, Illinois 60187 and DevTech
Associates, Inc. ('Lessee').

Lessee wants from time to time to lease from Lessor personal property to be
described in one or more Schedules of leased equipment. Lessor is willing to
lease such personal property to Lessee at the rent, for the term and upon the
conditions stated. Any present and future Schedules executed by Lessor and
Lessee which are identified as being a part of this Master Lease, shall be
deemed to incorporate by reference all the terms and conditions of this Master
Lease except as provided in any such Schedule. In the event of a conflict
between this Master Lease and any Schedule, the provisions of such Schedule
shall control.

         1. EQUIPMENT LEASED AND TERM. This Master Lease shall cover such
         personal property as is described in any Schedule executed by or
         pursuant to the authority of Lessee, accepted by Lessor in writing and
         identified as a part of this Master Lease (which personal property with
         all replacement parts, additions, repairs accessions and accessories
         incorporated in and/or affixed to the personal property is referred to
         as the "Equipment"). Lessor leases to Lessee and Lessee hires and takes
         from Lessor, upon and subject to the covenants and conditions of this
         Master Lease, the Equipment described in any Schedule. The term and
         rental of the Master Lease with respect to any item of Equipment shall
         be for the period as set forth in the Schedule (the "Initial Lease
         Term").

         2. RENT. The aggregate rent payable with respect to each item of
         Equipment shall be in the amount shown with respect to such item on the
         Schedule. Lessee shall pay to Lessor the aggregate rental for each item
         of Equipment for the full period and term for which the Equipment is
         leased, such rental to be payable at such times and in such amounts for
         each item of Equipment as shown in the applicable Schedule.

         3. PURCHASE AND ACCEPTANCE. Lessee requests Lessor to acquire all
         scheduled Equipment pursuant to an assignment of Lessee's purchase
         order(s) for the Equipment. Delivery of each item of Equipment shall
         be deemed complete upon the acceptance date ("Acceptance Date") stated
         in the Schedule for each item of Equipment. Lessor shall not be liable
         for loss or damage or for the delay or failure of any supplier of the
         Equipment ("Seller") to fill or deliver the order for any item of
         Equipment. THE LESSEE REPRESENTS THAT LESSEE HAS SELECTED BOTH THE
         EQUIPMENT LISTED IN ANY SCHEDULE AND THE EQUIPMENT SELLER BEFORE
         HAVING REQUESTED LESSOR TO ACQUIRE SAME FOR LEASING TO LESSEE.

         4. NON-CANCELABLE LEASE. THIS MASTER LEASE IS NON-CANCELABLE. When
         Lessee signs and delivers a certificate of Acceptance for the
         Equipment, its obligations to pay all rent for the Initial Lease Term
         and other amounts when due for the Equipment and otherwise to perform
         as required under this Master Lease are unconditional, irrevocable and
         independent. These obligations are not subject to cancellation,
         termination, modification repudiation, excuse or substitution by
         Lessee. Lessee is not entitled to any abatement, reduction, offset,
         defense or counterclaim with respect to these obligations for any
         reason whatsoever, whether arising out of default or to other claims
         against Lessor or the manufacturer or supplier of the Equipment,
         defects in or damage to the Equipment, its loss or destruction or
         otherwise

         5. DISCLAIMER OF WARRANTIES BY LESSOR; RIGHTS OF LESSEE. LESSOR MAKES
         NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING
         THE CONDITIONS OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR
         ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT
         "AS-IS". UNDER NO CIRCUMSTANCES SHALL LESSOR BE RESPONSIBLE FOR ANY
         INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS MASTER
         LEASE AND/OR THE EQUIPMENT. LESSEE MAY COMMUNICATE WITH THE SELLER AND
         RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE RIGHTS, PROMISES
         AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM OR
         OF REMEDIES.

         6. CLAIMS AGAINST SELLER: SELLER NOT AN AGENT OF LESSOR. If the
         Equipment is not properly installed, does not operate as represented or
         warranted by the Seller or is unsatisfactory for any reason, Lessee
         shall make any claim on account thereof solely against the Seller and
         shall nevertheless pay Lessor all rent payable under this Master Lease.
         Lessor agrees to assign to Lessee, solely for the purpose of making and
         prosecuting any such claim, any rights it may have against the Seller
         for breach of warranty or representation respecting the Equipment.
         Notwithstanding any fees that must be paid to Seller or any agent of
         Seller, Lessee understands and agrees that neither the Seller nor any
         agent or employee of the Seller is an agent or employee of the Lessor
         and that neither the Seller nor its agent or employee is authorized to
         waive or alter any term or condition of this Master Lease.

                                       1


<PAGE>


         7. TITLE: LOCATION OF THE EQUIPMENT; EQUIPMENT IS PERSONAL PROPERTY;
         TERMINATION. Title to the Equipment is in the Lessor and under no
         circumstances shall pass to Lessee. The Equipment shall be kept at
         Lessee's address indicated in the applicable Schedule and shall not be
         removed without the [prior written consent of Lessor, provided,
         however, in no event shall Lessor be required to consent to the removal
         of any item of Equipment to a location outside of the continental
         United States. Lessee further covenants and agrees that the Equipment
         is, and will at all times be and remains, personal property. At each
         scheduled termination date, or upon Lessee's default, Lessee, at its
         own expense, shall assemble and deliver the Equipment to Lessor at the
         location designated by Lessor, in good order and repair, ordinary wear
         and tear excepted. Lessee shall give Lessor 90 days written notice
         prior to each scheduled termination date, that it is returning the
         Equipment.


         8. NO ASSIGNMENT BY LESSEE: ASSIGNMENT BY LESSOR. THIS MASTER LEASE
         SHALL NOT BE ASSIGNED BY LESSEE, NOR SHALL ANY OF THE EQUIPMENT BE
         SUBLEASED BY LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.
         Lessor may at any time sell or assign to any bank, or financial
         institution, or any person, firm, or corporation all or part of its
         right, title and interest in and to this Master Lease and in and to
         each item of Equipment and monies to become due to the Lessor, and
         Lessor may grant security interests in the Equipment, subject to the
         Lessee's rights as set forth in this Master Lease, and in such events,
         all the provisions of this Master Lease for the benefit of Lessor shall
         inure to the benefit of and be exercised by or on behalf of such
         assignee, but the assignee, shall not be liable for or be required to
         perform any of Lessor's obligations to Lessee. All rental payments due
         and to become due under this Master Lease and assigned by Lessor shall
         be paid directly to assignee, upon written notice of such assignment to
         Lessee. The right of the assignee to the payment of assigned rentals
         and performance of all Lessee's obligations and to exercise any other
         of Lessor's rights rights shall not be subject to any defense,
         counterclaim or setoff which the Lessee may have or assert against the
         Lessor. Lessee agrees that it will not assert any such defenses,
         setoffs, counterclaims and claims against the assignee.

         9. CASUALTY AND LIABILITY INSURANCE, RISK OF LOSS, DAMAGE OR
         DESTRUCTION. Lessee shall keep all Equipment insured against loss by
         fire, theft and all other hazards (comprehensive coverage) in such
         amounts as Lessor requires (but not less than the casualty value (the
         "Casualty Value") for such item indicated in the Casualty Table
         attached to the applicable Schedule). Such insurance shall be with
         insurers and in form, amount and coverage satisfactory to Lessor.
         Lessee appoints Lessor Lessee's attorney in fact top endorse any loss
         payments or returned premium check and to make any claim under such
         insurance. Lessee shall also insure the Lesssor and Lessee with respect
         to liability for personal injuries, damage to or loss of use of
         property resulting from the ownership, use and operation of the
         Equipment with insurers satisfactory to Lessor in amounts and against
         risks customarily insured against by the Lessee for equipment owned by
         it. All policies shall be endorsed with Lessor as a loss payee and
         additional insured and shall contain provisions (a) that such insurance
         shall not be cancelled except upon thirty days written notice to Lessor
         at the address set forth under its name below and (b) that the interest
         of Lessor shall not be invalidated by any act of Lessee. The policies
         of insurance or any endorsement certificates shall be delivered to
         Lessor within 30 days after any scheduled Acceptance Date. In the event
         of loss, destruction or theft of, or damage to, any of the Equipment,
         Lessee will immediately notify Lessor. Upon Lessor's and any assignee's
         written consent, Lessee may act as a self-insurer in amounts acceptable
         to Lessor and any assignee.

         If Lessee defaults in obtaining any insurance to be provided, Lessor
         may, but is not required to place such insurance. Any premiums paid by
         Lessor shall be additional rent payable on demand with interest at the
         highest legal rate from the date of payment. At Lessor's sole option,
         such amounts together with interest may be added to the lease balance
         to be paid by Lessee as additional monthly rent. NOTWITHSTANDING THE
         PROVISIONS OF THIS PARAGRAPH, LESSEE WILL HOLD LESSOR HARMLESS AGAINST
         ANY SUCH CLAIM OR LIABILITY (INCLUDING ATTORNEY'S FEES, COSTS AND
         EXPENSES FOR ANY DEFENSE) ARISING OUT OF THE OWNERSHIP, USE OR
         OPERATION OF THE EQUIPMENT DURING THE PERIOD OF THIS MASTER LEASE AND
         UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED BY THE LESSOR.

         Lessee assumes and shall bear all risks of loss of, damage to or
         destruction of each item of Equipment, whether partial or complete.
         Except as provided in this Section 9, no such event shall relieve the
         Lessee of its obligation to pay the full rental payable for such item.

         If any item of Equipment is damaged (but not beyond economical repair),
         Lessee must promptly notify Lessor and, within 60 days of such damage,
         shall repair the item at its own expense and restore it to the same
         state and condition as required under this Master Lease. Lessee shall
         then be entitled to receive from Lessor or any assignee, any insurance
         proceeds received in connection with such damage.

         If any item of Equipment is destroyed, damaged beyond economical
         repair, lost or stolen, or taken by governmental action for a stated
         period extending beyond the Initial Lease Term for such item (an "Event
         of Loss"), Lessee must promptly notify Lesssor and any assignee and pay
         to Lessor or the assignee, as the case my be, on the next rent payment
         date following the Event of Loss the Casualty Value of the item of
         Equipment. Upon such payment and provided no Event of Default as
         defined in Section 12 has occurred, Lessee's obligation to pay rent for
         such item of

                                       2


<PAGE>


         Equipment will cease and Lessee will be entitled to receive any
         insurance proceeds or other recovery received by the Lessor or assignee
         in connection with the Event of Loss.

         10. REPAIRS; USE; ALTERATIONS. Lessee, at its own expense, shall keep
         the Equipment maintained in good repair, condition and working order;
         shall use the Equipment lawfully and shall not alter the Equipment
         without the Lessor's prior written consent. All items which become
         attached to or a part of the Equipment become the property of Lessor.
         Lessee will at all times during the initial Lease Term of each Schedule
         maintain in force a maintenance agreement covering each item of
         Equipment with the manufacturer of the Equipment or such other party as
         is acceptable to Lessor. Lessor, or Lessor's assignee, shall have the
         right but not the obligation to inspect the Equipment during Lessee's
         normal business hours.

         11. LIENS AND TAXES. Lessee at its expense shall keep the Equipment
         free and clear of all levies, liens and encumbrances. Lessee shall
         declare and pay all charges and taxes (local, state and federal) which
         may now or hereafter be imposed or levied upon the Master Lease,
         rental, operation, leasing, sale, ownership, possession or use of the
         Equipment excluding all taxes based upon income or gross receipts of
         Lessor. Upon the request of Lessor, Lessee shall provide evidence of
         such payment.

         12. DEFAULT. Any of the following shall constitute an event of default
         ("Event of Default") by Lessee: (a) Lessee fails to pay when due any
         scheduled rent or other amount required by this Master Lease; (b)
         Lessee breaches any covenant of this Master Lease or fails to promptly
         perform any of its terms or conditions, including but not limited to
         return of the leased Equipment at the expiration of any scheduled lease
         term, (c) Lessee makes an assignment for the benefit of creditors: (d)
         a petition is filed by or against Lessee in bankruptcy or for the
         appointment of a receiver; (e) dissolution or suspension of Lessee's
         usual business; (f) Lessee makes a bulk transfer or sale of furniture,
         furnishing, fixtures, or other equipment or inventory; (g) any
         representation, warranty, or signature made by Lessee in this Master
         Lease or related document is incorrect, fraudulent or breached; (h)
         Lessee defaults under the terms of any agreement or instrument relating
         to any lease or debt for borrowed money such that the Lessor
         accelerates the rent or the creditor declares the debt due before its
         maturity; or (i) Lessee or any guarantor gives Lessor reasonable cause
         to be insecure about Lessee's or guarantors willingness or ability to
         perform the obligations under this Master Lease. Lessee covenants and
         agrees to give Lessor prompt notice upon the occurrence of an event of
         default, and the Lessee's failure to give such notice shall constitute
         a further event of default.

         13. LESSOR'S REMEDIES UPON DEFAULT BY LESSEE. Upon the occurrence of an
         event of default, Lessor without further notice may (i) recover from
         Lessee the Casualty Value of the Equipment together with any unpaid
         rent and (ii) regardless of whether such amounts are paid, take
         possession of any item or items or Equipment with or without process of
         law and at Lessor's option sell or lease at public auction or by
         private sale or otherwise dispose of such item or items of Equipment
         free and clear of any rights of Lessee an without any duty to account
         to Lessee except as expressly provided in this Section 13.

         If Lessee shall have paid the Casualty Value and unpaid rent referred
         to above and all other amounts owing under this Master Lease and any
         items of Equipment have been taken from Lessee, the proceeds of any
         reletting or sale (less all costs and expenses including attorneys'
         fees) shall be paid to reimburse the Lessee for the Casualty Value up
         to the amount previously paid. Any surplus remaining after such payment
         will be retained by the Lessor.

         In addition, Lessor may exercise any other right or remedy available to
         Lessor at law or in equity including rights of setoff. Regardless of
         any sale or lease of the Equipment or any payment of the Casualty
         Value, Lessee will remain liable to Lessor for all damages as provided
         by law and for all costs and expenses incurred by Lessor including
         court costs and attorneys' fees. No remedy under this Master Lease is
         intended to be exclusive, but each remedy shall be cumulative and in
         addition to any other remedy available at law or in equity.

         14. RENEWAL. If the Equipment is not delivered to Lessor at any
         scheduled termination date in accordance with paragraph 7, then the
         Initial Lease Term shall renew on a month to month basis upon the same
         terms and conditions, subject to the right of Lessor or Lessee to
         terminate the renewed term on 30 days written notice, in which event,
         the Equipment shall immediately be returned to Lessor.

         15. LATE CHARGES. Without limiting Lessor's remedies above, if Lessee
         shall fail to pay any amount of rental or other payment for a period of
         ten days after its due date, Lessee agrees to pay Lessor a late charge
         of 5% of each such payment or installment with a minimum late charge
         being $10.00. This late charge shall be reassessed in each subsequent
         month that the rental or other payment remains unpaid.

         16. FINANCING STATEMENTS. The Lessor is authorized to file a financing
         statement in accordance with the Uniform Commercial Code signed by
         Lessee or by Lessor, as Lessee's attorney in fact.

                                        3


<PAGE>


         17. JURISDICTION; VENUE; SEVERABILITY. THIS AGREEMENT SHALL BE GOVERNED
         BY THE LAWS OF THE STATE OF ILLINOIS. LESSEE CONSENTS TO THE
         JURISDICTION OF THE COURTS OF ILLINOIS. No provision which may be
         construed as unenforceable shall in any way invalidate any other
         provision, all of which shall remain in full force and effect.

         18. WARRANTIES BY LESSEE. Lessee warrants and represents the; (a) the
         Equipment is being leased for business purposes; (b) all signatures are
         genuine; (c) the person signing the Master Lease is authorized to do
         so; (d) if more than one Lessee is named, the liability of each is
         agreed to be joint and several; (e) the execution and performance of
         this Master Lease, each Schedule and related documents and the
         performance of the obligations they impose, do not violate any law and
         do not conflict with any agreement by which Lessee is bound, and that
         no consent or approval of any governmental authority or any third party
         is required in connection with the execution or delivery of this Master
         Lease, any Schedule or related documents, and that this Master Lease,
         each Schedule and related documents are valid and binding agreements,
         enforceable in accordance with their terms and; (f) there are no
         actions, suits or proceedings pending, or to the knowledge of the
         Lessee threatened, before any court, administrative agency, arbitrator
         or governmental body which will, if determined adversely to the Lessee,
         materially adversely affect its ability to perform its obligations
         under this Master Lease or any related agreement to which it is a
         party. If Lessee is other than a natural person, it further represents
         that (a) it is duly organized, existing and in good standing pursuant
         to the laws under which it is organized; and (b) the execution and
         delivery of this Master Lease and the performance of the obligations it
         imposes are within its power and have been duly authorized by all
         necessay action of its governing body and do not contravene the terms
         of its articles of incorporation or organization, its bylaws, or any
         partnership, operating or other agreement governing its affairs.

         19. IDEMNITY BY LESSEE. Lessee agrees to indemnify and hold Lessor or
         any assignee harmless from any and all claims, actions, proceeding,
         expenses, damages and liabilities, including attorneys' fees, arising
         out of or in any manner pertaining to the Equipment or this Master
         Lease including, without limitation, the ownership, selection,
         possession, purchase, delivery, installation, leasing, operation, use,
         control, maintenance and return of the Equipment and the recovery of
         claims under insurance policies.

         Lessee acknowledges that the Equipment to be leased by Lessor to Lessee
         pursuant to this Agreement is owned by Lessor ("Owner"). It is the
         intent of Owner/Lessor and Lessee that this Lease constitute a true
         lease for Federal income tax purposes so that, for the purpose of
         determining its liability for Federal income taxes, Owner shall be
         entitled to the tax benefits as are provided by the Internal Revenue
         Code of 1986, as from time to time amended, (the "Code") to an owner of
         personal property.

         In addition, notwithstanding any other provision of this Master Lease,
         if as to any Equipment the modified accelerated cost recovery system or
         depreciation deductions allowed under the Internal Revenue Code of
         1986, as amended, shall be lost, disallowed, eliminated, reduced,
         recaptured or otherwise unavailable to Lessor for any reason, then
         Lessee shall pay to Lessor as additional rent within 30 days after such
         a loss an amount which shall be equal to the sum of (i) the additional
         federal, state, local and foreign income or any other taxes payable as
         a result of such loss, disallowance, elimination, reduction. recapture
         or unavailability of accelerated cost recovery or depreciation
         deductions plus (ii) the amount of any interest, penalties or additions
         to tax payable by the Lessor as a result of such additional tax.

         The indemnities given and liabilities assumed by the Lessee pursuant to
         this Section 19 shall continue in full force and effect notwithstanding
         the expiration or other termination of this Master Lease.

         20. NOTICES. Notice from one party to another relating to this Master
         Lease shall be deemed effective if made in writing (including
         telecommunications) and delivered to the recipient's address, telex
         number or telecopier number set forth under its name below by any of
         the following means: (a) hand delivery, (b) registered or certified
         mail, postage prepaid, with return receipt requested, (c) first class
         or express mail, postage prepaid, (d) overnight courier service or (e)
         telecopy, telex or other facsimile transmission with request for
         assurance of receipt in a manner typical with respect to communication
         of that type. Notice made in accordance with this section shall be
         deemed delivered upon receipt if delivered by hand or wire
         transmission, 3 business days after mailing if mailed by first class,
         registered or certified mail or one business day after mailing or
         deposit with in overnight courier service.

         21. LABELS AFFIXED TO EQUIPMENT. Lessor shall have the right, but not
         the obligation, to affix or attach ownership identification labels to
         the Equipment. Lessee agrees to not remove any such labels.

         22. LESSOR'S EXPENSE. Lessee shall pay Lessor all costs and expenses,
         including reasonable attorneys' fees and the fees of any collection
         agencies, incurred by Lessor in enforcing any of the terms, conditions,
         or provisions hereof or in protecting lessor's rights herein. These
         costs and expenses shall include, without limitation, any costs or
         expenses incurred by the Lessor in any bankruptcy, reorganization,
         insolvency or other similar proceeding.

                                        4


<PAGE>


         23. PERFORMANCE BY LESSOR. If the Lessee fails to duly and promptly
         perform any of its obligations under the Master Lease, Lessor may, at
         its option, perform such act or make such payment which the Lessor
         deems necessary. All sums so paid or incurred by Lessor including
         attorneys' fees shall be immediately due and payable by Lessee, without
         demand, and shall bear interest at the lesser of one and one-half
         percent (1-1/2%) per month or the highest rate permissible by law. The
         performance of any act or payment by Lessor shall not constitute a
         waiver or release of any obligation or default on the part of Lessee.

         24. ENTIRE AGREEMENT. This Master Lease and subsequent Schedules
         constitute the entire agreement of the parties in connection with the
         Equipment. Neither party relies on any other statement, understandings,
         representations or assurances, the same, if any having been merged into
         this agreement. This agreement cannot be modified except by a writing
         signed by each party. This agreement inures to the benefit of the
         heirs, executors, administrators, successors and assigns of the
         parties.


         25. WAIVER. No delay on the part of Lessor in the exercise of any right
         or remedy shall operate as a waiver. No single or partial exercise by
         Lessor of any right or remedy shall preclude any other future exercise
         of it or the exercise of any other right or remedy. No waiver or
         indulgence by Lessor of any default shall be effective unless in
         writing and signed by Lessor, nor shall a waiver on one occasion be
         construed as a bar to or waiver of that right on any future occasion.


         26. FINANCIAL REPORTS. Upon request by Lessor, Lessee will promptly
         furnish to Lessor for the most recent quarterly period, a balance sheet
         statement of profit, loss and surplus from the beginning of that fiscal
         year to the end of that period certified as correct by an authorized
         agent of the Lessee and such other financial information, books and
         records the Lessor may deem necessary.

         27. WAVER OF JURY TRIAL. Lessor and Lessee, after consulting or having
         had the opportunity to consult with counsel, knowingly, voluntarily and
         intentionally waive any right either of them may have to a trial by
         jury in any litigation based upon or arising out of this Master Lease
         or any related instrument or agreement, or any course of conduct,
         dealing, statements (whether oral or written), or actions of either of
         them. Neither Lessor nor Lessee shall seek to consolidate, by
         counterclaim or otherwise, any such action in which it jury trial has
         been waived with any other action in which a jury trial cannot be or
         has not been waived. These provisions shall not be deemed to have been
         modified in any respect or relinquished by either Lessor or Lessee
         except by a written instrument executed by both of them.

THIS MASTER LEASE AGREEMENT SHALL              THE UNDERSIGNED (AND IF MORE
NOT BE BINDING ON LESSOR UNTIL IT              THAN ONE, JOINTLY AND SEVERALLY)
HAS BEEN EXECUTED BY                           AGREE TO ALL OF THE TERMS AND
AN OFFICER OR LESSOR.                          CONDITIONS ABOVE WHICH ARE
                                               PART OF THIS MASTER LEASE
                                               AGREEMENT

Accepted by
NBD BANK                                       DevTech Associates, Inc.

By    /s/ WILLIAM D. GUNAME                    By    /s/ BRYON D. KARGER
      ----------------------                         ----------------------
Title     AVP                                  Title     Finance Manager
      ----------------------                         ----------------------
Date      7/3/95                               By
      ----------------------                         ----------------------
                                               Title
                                                     ----------------------
                                               Date      6/30/95
                                                     ----------------------
                                                    
                                                     



Address For Notices:                           Address For Notices:

39555 Orchard Hill Place Drive                 1280 Iroquois Drive
Suite 340                                      Suite 300
Novi, Michigan 49375                           Naperville, Illinois 60563
Fax No.: (810) 349-3893                        Fax No.: (708) 355-2944

                                     5


<PAGE>


                                   SCHEDULE 3

      This Schedule date June 29, 1995 incorporates the Master Lease dated
                                 June 29, 1995
                          between NBD BANK as Lessor,
                    and DEVTECH ASSOCIATES, INC. as Lessee.

LESSEE: DEVTECH ASSOCIATES, INC.               Lessor: NBD BANK
        280 Shuman Boulevard                           211 S. Wheaton Avenue
        Suite 100                                      Wheaton, IL 60187
        Naperville, Il 60563

Tax I.D. No. 36-3680347
Location of Equipment: same as above

                    MODEL/
QUANTITY            FEATURE             DESCRIPTION              SERIAL NUMBER
--------            -------             -----------              -------------

See Exhibit A

Rent Payment Due Date:  The 29th day of each month in advance.

Initial Lease Term:  The Lease Term for each leased item commences on the
Acceptance Date and continues for 36 months.

RENT: $1,693.92.
                                  
         (If at First Rent Payment Due Date is after the Acceptance Date, the
         first Rent payment shall be the total of (i) the first installment of
         rent as specified above, plus (ii) an amount equal to 1/30th of that
         Rent, multiplied by the number of days from and including the
         Acceptance Date for a leased item but excluding the First Rent Payment
         Due Date.)

Rent is computed by multiplying the Equipment cost x .03189. In the event the
Equipment cost varies from $53.117.50. Rent will be adjusted accordingly.

MASTER LEASE: This Schedule is issued pursuant to the Master Lease identified on
Page 1. All of the terms and conditions of the Master Lease are incorporated
herein and made a part hereof as if such terms and conditions were set forth in
this Schedule. By the execution and delivery of this Schedule, the parties
reaffirm all of the terms and conditions of the Master Lease except as modified.

NBD BANK                                     DEVTECH ASSOCIATES, INC.

By:    /s/ WILLIAM D. GUMANE                 By:   /s/ BRYON D. KARGER
      -----------------------                      ----------------------
Name:      William D. Gumane                Name:     Bryon D. Karger
      -----------------------                      ----------------------
Title:     AVP                               Title:    Finance Manager
      -----------------------                      ----------------------
Date:     12/29/95                           Date:     12/22/95
      -----------------------                      ----------------------

THIS SCHEDULE HAS 2 COUNTERPARTS. THIS IS COUNTERPART NO. 2. A SECURITY
INTEREST MAY BE CREATED ONLY IN COUNTERPART NO. 1.

<PAGE>

                                   SCHEDULE 3

                           CERTIFICATE OF ACCEPTANCE

 This Schedule dated 12/29/95 incorporates the Master Lease dated June 29, 1995
                          between NBD BANK, as Lessor,
                     and DEVTECH ASSOCIATES, INC. as Lessee

1.   EQUIPMENT

     Lessee certifies that the equipment described in this Schedule, has been
     delivered to the location indicated below, inspected by Lessee, found to be
     in good order and are accepted on the Acceptance Date as set forth below:

     LOCATION OF EQUIPMENT:
     DEVTECH ASSOCIATES, INC.
     280 Shuman Boulevard
     Suite 100
     Naperville, IL 60563

2.   Acceptance Date: 12/22,1995.

                              DEVTECH ASSOCIATES, INC.

                              By: /s/ BRYAN D. KARGER
                                      ---------------

                              Name:   Bryan D. Karger

                              Title:  Finance Manager

                              Date:   12/22/95

THIS SCHEDULE HAS 2 COUNTERPARTS. THIS IS COUNTERPART NO. 2. A SECURITY INTEREST
MAY BE CREATED ONLY IN COUNTERPART NO. 1.

<PAGE>

                                   SCHEDULE 3

                              CASUALTY VALUE TABLE

 This Schedule dated 12/29/95 incorporates the Master Lease Dated June 29, 1995
                          between NBD BANK, as Lessor,
                     and DEVTECH ASSOCIATES, INC. as Lessee

The Casualty Value of a leased item of Equipment is equal to the original cost
multiplied by the Casualty Value Percentage opposite the monthly rental period
in which the Event of Loss occurs.

MONTHLY RENTAL        CASUALTY VALUE        MONTHLY RENTAL        CASUALTY VALUE
    PERIOD              PERCENTAGE             PERIOD               PERCENTAGE
--------------        --------------        --------------        --------------
 1 and Prior               100.9                  19                    53.2
       2                    96.8                  20                    50.5
       3                    94.4                  21                    47.7
       4                    92.0                  22                    44.9
       5                    89.5                  23                    42.0
       6                    87.1                  24                    39.2
       7                    84.6                  25                    36.3
       8                    82.1                  26                    33.4
       9                    79.6                  27                    30.5
      10                    77.0                  28                    27.6
      11                    74.5                  29                    24.6
      12                    71.9                  30                    21.6
      13                    69.3                  31                    18.6
      14                    66.7                  32                    15.6
      15                    64.0                  33                    12.5
      16                    61.3                  34                     9.4
      17                    58.7                  35                     6.3
      18                    55.9                  36                     3.2

<PAGE>

                                   SCHEDULE 3

                              PURCHASE OPTION RIDER

 This Schedule dated 12/29/95 incorporates the Master Lease Dated June 29, 1995
                          between NBD BANK, as Lessor,
                     and DEVTECH ASSOCIATES, INC. as Lessee

     LESSEE'S OPTIONS UPON EXPIRATION OF THE LEASE TERM:

         Provided the Lease has not been earlier terminated and Lessee is not in
default, Lessee shall elect, by written notice delivered to Lessor not less than
one hundred twenty (120) days prior to expiration of the Lease Term, to purchase
all, but not less than all, of the Equipment then subject to the Lease (Check
applicable option):

     [ ]  A.   At a purchase price equal to the Fair Market Value (as defined
               below) of said Equipment upon expiration of the Lease Term.

     [ ]  B.   At a purchase price equal to the then Fair Market Value (as
               defined below) which purchase price shall not be less than
               _____% of the original equipment cost nor more than ____% of the
               original equipment cost.

     [X]  C.   At a purchase price of $1.00.

     [ ]  D.   At a purchase price equal to ____% of the cost of the Equipment.

         The Fair Market Value of the Equipment shall be determined on the basis
of, and shall be equal in amount to the value which would obtain, assuming the
Equipment had not been installed and was in good repair, condition and working
order, ordinary wear and tear resulting from proper use expected, in an arm's
length transaction between an informed and willing buyer under no compulsion to
buy and an informed and willing seller under no compulsion to sell and, in such
determination, cost of removal from the location of removal from the location of
current use shall not be a deduction from such value. If Lessor and Lessee do
not agree on the Fair Market Value within ten (10) days after receipt by Lessor
of notice that Lessee is exercising its option to purchase the Equipment, such
Fair Market Value shall be determined by an independent source considered
reliable and knowledgeable as to values for such Equipment by Lessor in its
reasonable judgment. The expenses and fees shall be borne by Lessee.

         If Lessee elects to purchase the Equipment, the purchase price shall be
payable on or within 10 days of the expiration of the Initial Lease Term. Upon
payment of the purchase price, Lessor shall, upon request of Lessee, execute and
deliver to Lessee, or to Lessee's assignee or nominee, a Bill of Sale without
representations or warranties, express or implied, except that such Equipment is
free and clear of all claims, liens, security interests and other encumbrances
by or in favor of a person claiming by, through or under Lessor for such
Equipment, other than liens and claims which Lessee assumed or is obligated to
discharge under the terms of the Lease. Lessee agrees to pay or cause to be paid
all sales and/or use taxes payable in connection with such sales, and any unpaid
property taxes theretofore assessed or levied against said Equipment. Purchase
of the Equipment is on an AS IS, WHERE IS, WITH ALL FAULTS BASIS.

Accepted this 29th day of December, 1995.

NBD BANK                                DEVTECH ASSOCIATES, INC.

By:  /s/ ILLEGIBLE                      By:  /s/ BRYAN D. KARGER
     ------------------                      -------------------

Its: AVP                                Its: Finance Manager
     ------------------                      -------------------

<PAGE>

                                   SCHEDULE 3

                       PURCHASE AGREEMENT ASSIGNMENT RIDER

 This Schedule dated 12/29/95 incorporates the Master Lease Dated June 29, 1995
                          between NBD BANK, as Lessor,
                     and DEVTECH ASSOCIATES, INC. as Lessee

         DEVTECH ASSOCIATES, INC. (the "Assignor") has entered into Purchase
Agreement Number(s) __________ dated _____________, ("Purchase Agreement(s)")
with DATASCAN TECHNOLOGIES (the "Supplier"), relating to the items of equipment
described in this Schedule or Exhibit A (the "Equipment"), the Assignor has
agreed to sell its rights, title and interest in and to the Equipment to the
Lessor and the Lessor shall purchase the Equipment and lease the same to the
Assignor, pursuant to the Master Lease.

         NOW, THEREFORE, in consideration of the mutual promises below, and the
execution and delivery of the Master Lease and this Schedule, the parties agree
as follows:

         1. The Assignor sells, assigns, transfers and sets over to the Lessor,
its successors and assigns, all of its right, title and interest in and to the
Equipment and in and to the Purchase Agreement(s), including, without
limitation, (a) the right to purchase the Equipment pursuant to the Purchase
Agreement(s), the right to take title to the Equipment or any portion thereof,
and the right, but not the obligation, to be named the purchaser in each bill of
sale to be delivered by the Supplier(s) for the Equipment or any portion
thereof, (b) the right to assort all claims for damages arising as a result of
any default by the Supplier(s) under the Purchase Agreement(s), including
without limitation all warranty and indemnity provisions contained in the
Purchase Agreement(s), and (c) any and all rights of the Assignor to compel
performance of the terms of the Purchase Agreement(s).

         2. It is agreed that, notwithstanding this assignment: (a) the Assignor
shall at all times remain liable to the Supplier(s) under the Purchase
Agreement(s) to perform all of the duties and obligations of the buyer to the
same extent as if this assignment had not been executed; (b) exercise by the
Lessor of any of the rights assigned shall not release the Assignor from any of
its duties or obligations to the Supplier(s) under the Purchase Agreement(s)
except to the extent that such exercise by the Lessor shall constitute
performance of such duties and obligations; and (c) the Lessor shall not have
any obligation or liability to perform any of the obligations or duties of the
Assignor under the Purchase Agreement(s), to make any payment (other than to pay
the purchase price for the Equipment to the extent and upon the terms and
conditions set forth in the Master Lease), to make any inquiry as to the
sufficiency of any payment, to present or file any claim or to take any other
action to collect or enforce any claim for any payment assigned.

         3. The Assignor represents and warrants that the Purchase Agreement(s)
is (are) in full force and effect and is (are) enforceable in accordance with
its (their) terms; that the Assignor is not in default, and that the Assignor
has not assigned or pledged, and covenants that it will not assign or pledge, so
long as this assignment shall remain in effect, the whole or any part of the
rights assigned to anyone other than the Lessor. The Assignor shall not amend,
modify, terminate or waive, nor consent to any amendment, modification,
termination or waiver of any of the provisions of the Purchase Agreement(s).

         4. The Assignor agrees to indemnify and hold the Lessor, and its
assigns, directors, officers and agents, harmless from and against any and all
losses, claims, liabilities and expenses (including legal expenses and court
costs) which arise out of or relate to this Assignment, the Purchase
Agreement(s) or the manufacture, purchase, acceptance, rejection, ownership and
delivery and sale of the Equipment (including claims for patent, trademark, or
copyright infringement).


         5. In the event that lessor, at the request of Assignor, makes payment
to the Supplier(s) under said purchase order(s) prior to the Acceptance Date of
this Schedule, Assignor shall pay on the first day of each month to the
Acceptance Date rent to Lessor at the rate of (1) 9.75% per annum or (2) a rate
of interest equal to the Prime Rate (as defined below) at such time plus______
percentage points from the date of each prepayment until the Acceptance Date.
The Prime Rate shall be the rate announced from time to time by NBD Bank as
its prime rate, which rate may not necessarily be the lowest rate charged by NBD
Bank to any of its customers. In the event that a Certificate of Acceptance has
not been executed and delivered by the Assignor with respect to any loan of
Equipment on or before OCTOBER 15, 1995, unless the Lessor has otherwise agreed
in writing: (a) this Assignment shall terminate provided, however, that the
Assignor's obligation to indemnify and hold the Lessor harmless shall servive
any such termination and (b) the Assignor shall reimburse the Lessor for any and
all payments made by the Lessor to the Supplier(s) on account of such item of
Equipment, together with interest at the above rate from the date of each such
payment.

<PAGE>

                                   SCHEDULE 3


                      PURCHASE AGREEMENT ASSIGNMENT RIDER

 This Schedule dated 12/29/95 incorporates the Master Lease dated June 29, 1995
                          between NBD BANK as Lessor,
                     and DEVTECH ASSOCIATES, INC. as Leasee
                                     Page 2


LESSOR                                            ASSIGNOR
NBD BANK                                          DEVTECH ASSOCIATES, INC.


By: /s/ ILLEGIBLE                                 By:   /s/ BRYAN D. KARGER
    -----------------                                   -------------------

Its: AVP                                          Its:  Finance Manager
    -----------------                                   -------------------

Date: 9/21/95                                     Date: 9/20/95
      ---------------                                   -------------------

<PAGE>

                                  BILL OF SALE


         Seller, DataScan Technologies, a Florida general partnership, having
it's principal place of business at 184 Shuman Boulevard, Suite 350, in
Naperville, Illinois ("DataScan"), in consideration of the payment of Forty
Thousand and No/100 Dollars ($40,000) does hereby sell, assign, transfer and set
over to DevTech Associates, Inc., an Illinois corporation, having it's principal
place of business at 1280 Iroquois Drive, Suite 300, in Naperville, Illinois
("DevTech") all of the furniture and related personal property set forth on
Exhibit A attached to and made a part of this Bill of Sale (the "Furniture").
Any and all applicable taxes attributable to the purchase of the Furniture shall
be paid by and shall remain the sole and complete responsibility of DevTech.

         DataScan hereby represents and warrants to DevTech that: DataScan is
the absolute and outright owner of the Furniture; the Furniture is free and
clear of all liens, charges, mortgages, pledges, claims and encumbrances;
DataScan has the full right, power and authority to sell the Furniture and to
make this Bill of Sale' and DataScan will indemnify and hold DevTech harmless
from and against any and all claims of any kind or nature which are inconsistent
with these representations and warranties.

         In witness whereof, DataScan has caused this bill of sale to be signed
and sealed in its name by its duly authorized representative this 21st day of
September, 1995.

                                             DataScan Technologies, a Florida
                                             general partnership


                                             By:  /s/ ILLEGIBLE
                                                  -------------------------
                                             Its: President/General Partner
                                                  -------------------------