FLEET CAPITAL LEASING


                       MASTER EQUIPMENT LEASE AGREEMENT No. 33092

LESSOR: FLEET CAPITAL CORPORATION          LESSEE: PLM RENTAL, INC.
a Rhode Island corporation                 a Delaware corporation

Address: 50 Kennedy Plaza                  Address:  One Market Plaza,
Providence, Rhode Island 02903-2305        Steuart Tower, Suite 800
                                           San Francisco, California 94105

     1. LEASE OF EQUIPMENT

      Subject to the terms and conditions set forth herein (the "Master  Lease")
and in any Lease Schedule  incorporating the terms of this Master Lease (each, a
"Lease Schedule"),  Lessor agrees to lease to Lessee, and Lessee agrees to lease
from  Lessor,  the items and units of personal  property  described in each such
Lease Schedule,  together with all replacements,  parts, additions,  accessories
and substitutions  therefor  (collectively,  the  "Equipment").  As used in this
Lease, the term "Item of Equipment" shall mean each functionally  integrated and
separately  marketable  group or unit of Equipment  subject to this Lease.  Each
Lease Schedule shall  constitute a separate,  distinct and independent  lease of
Equipment and contractual obligation of Lessee. References to "the Lease," "this
Lease"  or "any  Lease"  shall  mean  and  refer  to any  Lease  Schedule  which
incorporates  the  terms of this  Master  Lease,  together  with  all  exhibits,
addenda,  schedules,  certificates,  riders and other  documents and instruments
executed and  delivered in  connection  with such Lease  Schedule or this Master
Lease,  all as the  same may be  amended  or  modified  from  time to time.  The
Equipment is to be  delivered  at the  location  specified or referred to in the
applicable  Lease Schedule.  The Equipment shall be deemed to have been accepted
by Lessee  for all  purposes  under  this  Lease  upon  Lessor's  receipt  of an
Acceptance Certificate with respect to such Equipment,  executed by Lessee after
receipt  of all other  documentation  required  by Lessor  with  respect to such
Equipment. Lessor shall not be liable or responsible for any failure or delay in
the delivery of the  Equipment to Lessee for  whatever  reason.  As used in this
Lease,  "Acquisition  Cost" shall mean (a) with respect to all Equipment subject
to a Lease Schedule,  the amount set forth as the Acquisition  Cost in the Lease
Schedule and the Acceptance  Certificate  applicable to such Equipment;  and (b)
with respect to any item of Equipment,  the total amount of all vendor or seller
invoices  (including  Lessee  invoices,  if any)  for  such  item of  Equipment,
together with all acquisition fees and costs of delivery, installation,  testing
and related services, accessories,  supplies or attachments procured or financed
by Lessor from vendors or suppliers thereof (including items provided by Lessee)
relating or allocable to such item of Equipment ("Related Expenses"). As used in
this Lease with respect to any Equipment,  the terms "Acceptance  Date," "Rental
Payment(s)," "Rental Payment Date(s)," "Rental Payment Numbers," "Rental Payment
Commencement  Date," "Lease Term" and "Lease Term Commencement  Date" shall have
the  meanings  and  values  assigned  to  them  in the  Lease  Schedule  and the
Acceptance Certificate applicable to such Equipment.

     2. TERM AND RENT

      The Lease Term for any Equipment  shall be as specified in the  applicable
Lease  Schedule.  Rental  Payments  shall be in the amounts and shall be due and
payable  as set  forth  in the  applicable  Lease  Schedule.  Lessee  shall,  in
addition,  pay  interim  rent to Lessor on a pro-rata,  per-diem  basis from the
Acceptance Date to the Lease Term  Commencement Date set forth in the applicable
Acceptance  Certificate,  payable on such Lease Term  Commencement  Date. If any
rent or other amount payable  hereunder  shall not be paid within 10 days of the
date when due, Lessee shall pay as an  administrative  and late charge an amount
equal to 5% of the amount of any such overdue payment. In addition, Lessee shall
pay overdue  interest on any  delinquent  payment or other amounts due under the
Lease (by reason of  acceleration  or otherwise) from 30 days after the due date
until paid at the rate of 1 1/2% per month or the maximum  amount  permitted  by
applicable law,  whichever is lower.  All payments to be made to Lessor shall be
made to Lessor in immediately  available funds at the address shown above, or at
such other place as Lessor shall specify in writing.  THIS IS A  NON-CANCELABLE,
NON-TERMINABLE  LEASE OF EQUIPMENT  FOR THE ENTIRE  LEASE TERM  PROVIDED IN EACH
LEASE SCHEDULE HERETO.

     3.  POSSESSION; PERSONAL PROPERTY

     No right,  title or interest in the  Equipment  shall pass to Lessee  other
than the right to maintain  possession  and use of the  Equipment  for the Lease
Term (provided no Event of Default has occurred) free from  interference  by any
person claiming by, through,  or under Lessor. The Equipment shall always remain
personal  property even though the Equipment  may hereafter  become  attached or
affixed to real  property.  Lessee agrees to give and record such notices and to
take such other  action at its own  expense as may be  necessary  to prevent any
third party  (other than an assignee  of Lessor)  from  acquiring  or having the
right under any  circumstances  to acquire any interest in the Equipment or this
Lease

     4. DISCLAIMER OF WARRANTIES

      LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT, NOR THE AGENT
THEREOF, AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO ANY
MATTER  WHATSOEVER,  INCLUDING WITHOUT  LIMITATION,  THE  MERCHANTABILITY OF THE
EQUIPMENT,  ITS FITNESS FOR A PARTICULAR PURPOSE,  ITS DESIGN OR CONDITION,  ITS
CAPACITY OR  DURABILITY,  THE  QUALITY OF THE  MATERIAL  OR  WORKMANSHIP  IN THE
MANUFACTURE OR ASSEMBLY OF THE EQUIPMENT,  OR THE CONFORMITY OF THE EQUIPMENT TO
THE PROVISIONS AND  SPECIFICATIONS  OF ANY PURCHASE ORDER RELATING  THERETO,  OR
PATENT INFRINGEMENTS,  AND LESSOR HEREBY DISCLAIMS ANY SUCH WARRANTY.  LESSOR IS
NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT,  DEFECTS THEREIN OR
FAILURES IN THE OPERATION THEREOF. Lessee has made the selection of each item of
Equipment and the manufacturer and/or supplier thereof based on its own judgment
and expressly disclaims any reliance upon any statements or representations made
by Lessor. For so long as no Event of Default for event or condition which, with
the passage of time or giving of notice,  or both, would become such an Event of
Default) has occurred and is continuing, Lessee shall be the beneficiary of, and
shall be entitled to, all rights under any applicable manufacturer's or vendor's
warranties with respect to the Equipment, to the extent permitted by law.

     If the  Equipment is not  delivered,  is not properly  installed,  does not
operate as warranted,  becomes  obsolete,  or is  unsatisfactory  for any reason
whatsoever,  Lessee shall make all claims on account  thereof solely against the
manufacturer or supplier and not against Lessor,  and Lessee shall  nevertheless
pay all rentals  and other sums  payable  hereunder.  Lessee  acknowledges  that
neither  the   manufacturer  or  supplier  of  the  Equipment,   nor  any  sales
representative  or agent  thereof,  is an agent of Lessor,  and no  agreement or
representation  as to the  Equipment  or any  other  matter  by any  such  sales
representative  or agent of the manufacturer or supplier shall in any way affect
Lessee's obligations hereunder.

     5.  REPRESENTATIONS,  WARRANTIES  AND COVENANTS  Lessee  represents and and
warrants to and covenants with Lessor that:

    (a) Lessee has the form of business organization indicated above and is duly
organized  and existing in good  standing  under the laws of the state listed in
the caption of this Master Lease and is duly  qualified to do business  wherever
necessary  to  carry  on its  present  business  and  operations  and to own its
property; (b) this Lease has been duly authorized by all necessary action on the
part of Lessee  consistent with its form of  organization,  does not require any
further  shareholder or partner  approval,  does not require the approval of, or
the  giving  notice  to,  any  federal,  state,  local or  foreign  governmental
authority and does not  contravene  any law binding on Lessee or contravene  any
certificate or articles of incorporation  or by-laws or partnership  certificate
or agreement,  or any agreement,  indenture, or other instrument to which Lessee
is a party or by which it may be bound;  (c) this  Lease has been duly  executed
and  delivered by  authorized  officers or partners of Lessee and  constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms; (d) Lessee has not and will not, directly or indirectly, create, incur or
permit to exist any lien, encumbrance,  mortgage, pledge, attachment or security
interest on or with  respect to the  Equipment  or this Lease  (except  those of
persons  claiming by, through or under  Lessor);  (e) the Equipment will be used
solely in the conduct of Lessee's business and, unless subleased in the ordinary
course of Lessee's business,  will remain in the Lessee's locations shown on the
applicable  Lease Schedule unless Lessor  otherwise agrees in writing and Lessee
has completed all notifications,  filings,  recordings and other actions in such
new location as Lessor may reasonably  request to protect  Lessor's  interest in
the  Equipment;  (f) there are no pending or threatened  actions or  proceedings
before any court or  administrative  agency which  materially  adversely  affect
Lessee's financial condition or operations,  and all credit, financial and other
information  provided  by  Lessee  or at  Lessee's  direction  is,  and all such
information  hereafter  furnished  will be,  true,  correct and  complete in all
material respects; and (g) Lessor has not selected, manufactured or supplied the
Equipment to Lessee and has  acquired any  Equipment  subject  hereto  solely in
connection with this Lease and Lessee has received and approved the terms of any
purchase order or agreement with respect to the Equipment.

     6. INDEMNITY

     Lessee  assumes the risk of liability  for, and hereby  agrees to indemnify
and hold safe and harmless,  and  covenants to defend,  Lessor,  its  employees,
servants  and agents  from and  against:  (a) any and all  liabilities,  losses,
damages, claims and expenses (including legal expenses of every kind and nature)
arising out of the manufacture, purchase, shipment and delivery of the Equipment
to Lessee, acceptance or rejection,  ownership, titling, registration,  leasing,
possession,  operation,  use,  return  or other  disposition  of the  Equipment,
including,  without  limitation,  any liabilities  that may arise from patent or
latent defects in the Equipment  (whether or not  discoverable  by Lessee),  any
claims  based on absolute  tort  liability  or warranty  and any claims based on
patent,  trademark or copyright infringement;  (b) any and all loss or damage of
or to the Equipment;  and (c) any obligation or liability to the manufacturer or
any supplier of the  Equipment  arising  under any purchase  orders issued by or
assigned to Lessor.

     7. TAXES AND OTHER CHARGES

     Lessee agrees to comply with all laws,  regulations and governmental orders
related to this Lease and to the Equipment and its use or possession, and to pay
when due, and to defend and indemnify  Lessor against  liability for all license
fees, assessments,  and sales, use, property,  excise, privilege and other taxes
(including  any related  interest or  penalties) or other charges or fees now or
hereafter imposed by any governmental body or agency upon any Equipment, or with
respect to the manufacturing, ordering, shipment, purchase, ownership, delivery,
installation,  leasing, operation, possession, use, return, or other disposition
thereof or the rentals  hereunder (other than taxes on or measured solely by the
net income of Lessor).  Any fees,  taxes or other lawful  charges paid by Lessor
upon failure of Lessee to make such  payments  shall at Lessor's  option  become
immediately due from Lessee to Lessor.

     If any Lease Schedule is denominated as a "True Lease Schedule," then, with
respect to the  Equipment set forth on such True Lease  Schedule,  Lessee hereby
covenants and agrees that Lessor shall be entitled to the following tax benefits
(the "Tax Benefits"),  Lessor will be entitled to cost recovery deductions under
Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using
a 200% declining  balance method of depreciation  switching to the straight line
method for the first  taxable  year for which  such  method  will  yield  larger
depreciation  deductions,  and assuming a half-year  convention and zero salvage
value, for the applicable recovery period for such Equipment as set forth in the
True Lease Schedule with respect to such Equipment.  Lessee further acknowledges
and  agrees  that  Lessor  has  entered  into such True  Lease  Schedule  on the
assumption that Lessor will be taxed throughout the Lease Term of the True Lease
Schedule at Lessor's  federal  corporate income tax rate existing on the date of
such Lease  Schedule  (the  "Assumed Tax Rate").  With respect to Equipment  set
forth on any such True Lease Schedule, Lessee agrees that: Lessee will not claim
that  Lessee is the owner of the  Equipment  subject  thereto or that  Lessee is
otherwise  entitled to all or any of the Tax Benefits;  Lessee will not take any
action  inconsistent with Lessor's  anticipated Tax Benefits;  and the Equipment
will not  constitute  "public  utility  property" or  "tax-exempt  use property"
within the  meaning of sections  168(i)(1 0) or 168(h) of the Code.  If , as the
result of any act, omission and/or misrepresentation of Lessee, there shall be a
loss, disallowance, recapture or delay in claiming all or any portion of the Tax
Benefits with respect to the  Equipment,  or there shall be included in Lessor's
gross  income for  Federal,  state or local  income tax  purposes  any amount on
account of any addition,  modification or improvement to or in respect of any of
the Equipment  made or paid for by Lessee,  or if there shall be a change in the
Assumed Tax Rate (any loss, disallowance,  recapture, delay, inclusion or change
being herein called a "Tax Loss"), then thirty (30) days after written notice to
Lessee by Lessor that a Tax Loss has  occurred,  Lessee  shall pay Lessor a lump
sum amount  which,  after  deduction of all taxes  required to be paid by Lessor
with respect to the receipt of such amount,  will provide  Lessor with an amount
necessary  to  maintain  Lessor's  after-tax  economic  yield  and  overall  net
after-tax  cash flows at least at the same level that would have been  available
if such Tax Loss had not occurred, plus any interest,  penalties or additions to
tax which may be imposed  in  connection  with such Tax Loss.  In lieu of paying
such Tax Loss in a lump sum, Lessor may require,  or upon Lessee's request,  may
agree,  in Lessor's sole  discretion,  that such Tax Loss shall be paid in equal
periodic payments over the applicable  remaining Lease Term with respect to such
Equipment  with  each  Rental  Payment  due and  payable  with  respect  to such
Equipment.  A Tax Loss shall  conclusively  be deemed to have occurred if either
(a) a deficiency  shall have been  proposed by the Internal  Revenue  Service or
other taxing  authority having  jurisdiction,  or (b) tax counsel for Lessor has
rendered an opinion to Lessor that such Tax Loss has so occurred.  The foregoing
indemnities  and  covenants  set forth in Sections 6 and 7 of this Master  Lease
shall  continue  in full force and effect and shall  survive the  expiration  or
earlier termination of the Lease.

     8. DEFAULT

    Lessee shall be in default of this Lease upon the  occurrence  of any one or
more of the following events (each an "Event of Default"):

     (a) Lessee shall fail to make any payment, of rent or otherwise,  under any
Lease within 10 days of the date when due; or (b) Lessee shall fail to obtain or
maintain any of the insurance required under any Lease; or (c) Lessee shall fail
to perform or observe any covenant,  condition or agreement under any Lease, and
such failure continued for 10 days after notice thereof to Lessee; or (d) Lessee
shall default in the payment or performance of any indebtedness or obligation to
Lessor or any affiliated person,  firm or entity  controlling,  controlled by or
under common  control with Lessor,  under any loan,  note,  security  agreement,
lease,  guaranty,  title  retention or conditional  sales agreement or any other
instrument or agreement  evidencing such  indebtedness with Lessor or such other
affiliated   person,   firm  or  entity  affiliated  with  Lessor;  or  (e)  any
representation  or  warranty  made  by  Lessee  herein  or in  any  certificate,
agreement,  statement  or document  hereto or  hereafter  furnished to Lessor in
connection  herewith,  including without limitation,  any financial  information
disclosed  to  Lessor,  shall  prove to be false or  incorrect  in any  material
respect;  or (f) death or judicial  declaration of incompetence of Lessee, if an
individual;  the  commencement  of  any  bankruptcy,  insolvency,   arrangement,
reorganization,  receivership,  liquidation  or other  similar  proceeding by or
against Lessee or any of its properties or businesses,  or the  appointment of a
trustee,  receiver,  liquidator or custodian for Lessee or any of its properties
of business, or if Lessee suffers the entry of an order for relief under Title 1
1 of the United States Code; or the making by Lessee of a general  assignment or
deed of trust for the benefit of  creditors,  or (g) Lessee shall default in any
payment or other  obligation to any third party and any applicable grace or cure
period with respect  thereto has  expired;  or (h) Lessee  shall  terminate  its
existence by merger,  consolidation,  sale of substantially all of its assets or
otherwise;  or (i) if Lessee is a privately held corporation,  and more than 50%
of Lessee's  voting  capital  stock,  or  effective  control of Lessee's  voting
capital stock,  issued and outstanding from time to time, is not retained by the
holders of such stock on the date of this Lease  without  the consent of Lessor,
which consent shall not be unreasonably withheld; or (j) if Lessee is a publicly
held  corporation,  there shall be a change in the  ownership of Lessee's  stock
without the consent of Lessor, which consent shall not be unreasonably withheld,
such that  Lessee is no longer  subject  to the  reporting  requirements  of the
Securities  Exchange Act of 1 934, or no longer has a class of equity securities
registered  under Section 12 of the  Securities Act of 1933; or (k) Lessor shall
determine,  in its sole  discretion  and in good  faith,  that  there has been a
material adverse change in the financial  condition of the Lessee since the date
of this Lease, or that Lessee's ability to make any payment  hereunder  promptly
when due or otherwise comply with the terms of this Lease or any other agreement
between  Lessor and Lessee is impaired;  or (1) any event or condition set forth
in  subsections  (b) through  .(k) of this Section 8 shall occur with respect to
any guarantor or other -person responsible,  in whole or in part, for payment or
performance  of  this  Lease;  or (m)  any  event  or  condition  set  forth  in
subsections  (d) through (j) shall occur with respect to any affiliated  person,
firm or entity  controlling,  controlled by or under common control with Lessee.
Lessee shall promptly notify Lessor of the occurrence of any Event of Default or
the occurrence or existence of any event or condition which,  upon the giving of
notice of lapse of time, or both, may become an Event of Default.

     9. REMEDIES; MANDATORY PREPAYMENT.

     Upon the occurrence of any Event of Default, Lessor may, at its sole option
and discretion,  exercise one or more of the following  remedies with respect to
any or all of the Equipment:  (a) cause Lessee to promptly  return,  at Lessee's
expense,  any or all  Equipment  to such  location  as Lessor may  designate  in
accordance with the terms of Section 18 of this Master Lease, or Lessor,  at its
option,  may enter upon the  premises  where the  Equipment  is located and take
immediate possession of and remove the same by summary proceedings or otherwise,
all without  liability  to Lessor for or by reason of damage to property or such
entry or taking  possession  except for  Lessor's  gross  negligence  or willful
misconduct; (b) sell any or all Equipment at public or private sale or otherwise
dispose of, hold, use, operate, lease to others or keep idle the Equipment,  all
as Lessor in its sole  discretion  may  determine  and all free and clear of any
rights  of  Lessee;  (c)  remedy  such  default,  including  making  repairs  or
modifications  to the  Equipment,  for the account  and  expense of Lessee,  and
Lessee  agrees to  reimburse  Lessor  for all of  Lessor's  costs  and  expenses
immediately  upon  Lessor's  presentation  of  invoices  for any such  costs and
expenses;  (d) by written notice to Lessee,  terminate the Lease with respect to
any or all Lease  Schedules and the Equipment  subject  thereto,  as such notice
shall  specify,  and,  with  respect  to such  terminated  Lease  Schedules  and
Equipment,  declare  immediately  due and payable and recover  from  Lessee,  as
liquidated damages for loss of Lessor's bargain and not as a penalty,  an amount
equal to the Stipulated Loss Value,  calculated as of the next following  Rental
Payment  Date;  (e)  apply  any  deposit  or other  cash  collateral  or sale or
remarketing  proceeds of the  Equipment at any time to reduce any amounts due to
Lessor,  and (f)  exercise  any other right or remedy  which may be available to
Lessor under  applicable law, or proceed by appropriate  court action to enforce
the  terms  hereof  or to  recover  damages  for the  breach  hereof,  including
reasonable  attorneys'  fees and court  costs.  Notice of Lessor's  intention to
accelerate, notice of acceleration, notice of nonpayment,  presentment, protest,
notice of dishonor,  or any other notice  whatsoever are hereby waived by Lessee
and any endorser,  guarantor,  surety or other party liable '.n any capacity for
any of the  Lessee's  obligations  under or in respect  of the Lease.  No remedy
referred to in this Section 9 shall be  exclusive,  but each shall be cumulative
and in addition to any other remedy referred to above or otherwise  available to
Lessor at law or in equity.

     The exercise or pursuit by Lessor of any one or more of such remedies shall
not preclude the  simultaneous  or later exercise or pursuit by Lessor of any or
all such other remedies, and all remedies hereunder shall survive termination of
this Lease. At any sale of the Equipment  pursuant to this Section 9, Lessor may
bid for the Equipment. Notice required, if any, of any sale or other disposition
hereunder  by Lessor  shall be satisfied by the mailing of such notice to Lessee
at least  seven (7) days prior to such sale or other  disposition.  In the event
Lessor takes possession and disposes of the Equipment,  the proceeds of any such
disposition  shall be applied in the  following  order:  (1) to all of  Lessor's
costs, charges and expenses incurred in taking, removing, holding, repairing and
selling or leasing  the  Equipment;  (2) to the  extent not  previously  paid by
Lessee,  to pay Lessor for any damages then remaining unpaid  hereunder;  (3) to
reimburse  Lessee for any sums previously  paid by Lessee as damages  hereunder;
and (4) the balance,  if any, shall be retained by Lessor.  A termination  shall
occur only upon written notice by Lessor and only with respect to such Equipment
as Lessor shall specify in such notice.  Termination  under this Section 9 shall
not affect Lessee's duty to perform Lessee's obligations  hereunder to Lessor in
full.  Lessee  agrees to  reimburse  Lessor on demand  for any and all costs and
expenses  incurred  by Lessor in  enforcing  its rights and  remedies  hereunder
following the occurrence of an Event of Default, including,  without limitation,
reasonable  attorney's fees, and the costs of repossession,  storage,  insuring,
reletting, selling and disposing of any and all Equipment.

     The term  "Stipulated  Loss  Value" with  respect to any item of  Equipment
shall mean the Stipulated  Loss Value as set forth in any Schedule of Stipulated
Loss Values  attached to and made a part of the applicable  Lease  Schedule.  If
there is no such Schedule of Stipulated  Loss Values,  then the Stipulated  Loss
Value with respect to any item of  Equipment  on any Rental  Payment Date during
the Lease Term shall be an amount  equal to the sum of: (a) all Rental  Payments
and other  amounts then due and owing to Lessor under the Lease,  together  with
all accrued interest and late charges thereon  calculated  through and including
the date of payment;  plus (b) the net present value of: (i) all Rental Payments
then remaining  unpaid for the Lease Term,  plus (ii) the amount of any purchase
obligation  with  respect  to such  item of  Equipment  or,  if there is no such
obligation,  then the fair market  value of such item of Equipment at the end of
the Lease Term, as estimated by Lessor in its sole  discretion  (accounting  for
the amount of any unpaid  Related  Expenses for such item of Equipment and, with
respect to any such item of Equipment  that has been attached to or installed on
or in any  other  property  leased  or  owned by  Lessee,  such  value  shall be
determined on an installed  basis,  in place and in use),  all discounted to net
present value at a discount rate equal to the 1-year Treasury  Constant Maturity
rate as published in the Selected  Interest  Rates table of the Federal  Reserve
statistical  release  H.15(519)  for the week  ending  immediately  prior to the
original Acceptance Date for such Equipment.

     Lessee is or may become indebted under or in respect of one or more leases,
loans, notes, credit agreements,  reimbursement agreements, security agreements,
title retention or conditional sales agreements, or other documents, instruments
or agreements,  whether now existing or hereafter arising,  evidencing  Lessee's
obligations for the payment of borrowed money or other financial  accommodations
("Obligations")  owing to FCC, or to one or more  affiliated  persons,  firms or
entities  controlling,  controlled  by  or  under  common  control  with  Lessor
("Affiliates").  If  Lessee  pays or  prepays  all or  substantially  all of its
Obligations owing to any Affiliate, whether or not such payment or prepayment is
voluntarily  or  involuntarily  made by Lessee  before or after any  default  or
acceleration of such Obligations,  then Lessee shall pay, at Lessor's option and
immediately  upon notice from  Lessor,  all or any part of Lessee's  Obligations
owing to Lessor,  including  but not limited to Lessee's  payment of  Stipulated
Loss  Value for all or any Lease  Schedules  as set  forth in such  notice  from
Lessor.

     10. ADDITIONAL SECURITY

     For so long as any obligations of Lessee shall remain outstanding under any
Lease,  Lessee  hereby  grants to Lessor a security  interest in all of Lessee's
rights in and to  Equipment  subject to such Lease from time to time,  to secure
the  prompt  payment  and  performance  when due (by reason of  acceleration  or
otherwise) of each and every indebtedness, obligation or liability of Lessee, or
any  affiliated  person,  firm, or entity  controlling,  controlled by, or under
common control with Lessee,  owing to Lessor,  whether now existing or hereafter
arising,  including  but not  limited  to all of such  obligations  under  or in
respect of any Lease.  The extent to which  Lessor  shall have a purchase  money
security  interest  in any item of  Equipment  under a Lease  which is deemed to
create a security  interest  under Section  1-201(37) of the Uniform  Commercial
Code shall be  determined  by  reference  to the  Acquisition  Cost of such item
financed by Lessor.  In order more fully to secure its rental  payments  and all
other obligations to Lessor hereunder, Lessee hereby grants to Lessor a security
interest  in any  deposit of Lessee to Lessor  under  Section  3(d) of any Lease
Schedule  hereto.  Such  security  deposit  shall  not  bear  interest,  may  be
commingled  with other  funds of Lessor  and shall be  immediately  restored  by
Lessee if applied under Section 9. Upon expiration of the term of this Lease and
satisfaction  of all of Lessee's  obligations,  the  security  deposit  shall be
returned to Lessee.  The term  "Lessor" as used in this Section 10 shall include
any affiliated person, firm or entity controlling, controlled by or under common
control with Lessor.

     11. NOTICES

     Any notices or demands  required or  permitted to be given under this Lease
shall be given in writing and by regular  mail and shall become  effective  when
deposited  in the  United  States  mail with  postage  prepaid  to Lessor to the
attention of Customer Accounts, and to Lessee at the address set forth above, or
to such other  address as the party to receive  notice  hereafter  designates by
such written notice.

     12. USE; MAINTENANCE; INSPECTION; LOSS AND DAMAGE

     During  the Lease Term for each item of  Equipment,  Lessee  shall,  unless
Lessor shall otherwise consent in writing:  (a) permit each item of Equipment to
be used only within the  continental  United  States , and  occasionally  within
Canada (i.e.,  not more than 10% of all units of Equipment  located in Canada at
any one time; not more than 10% mileage within Canada for each unit of Equipment
on an annual basis) by qualified  personnel solely for business purposes and the
purpose for which it was designed, provided, however, that in no event shall any
Equipment be  maintained  or garaged in Canada,  and Lessee  shall,  at its sole
expense,  service,  repair,  overhaul and maintain each item of Equipment in the
same  condition  as when  received,  ordinary  wear and tear  excepted,  in good
operating  order,  consistent with prudent  industry  practice (but, in no event
less than the same extent to which Lessee  maintains other similar  equipment in
the prudent  management of its assets and properties) and in compliance with all
applicable  laws,  ordinances,  regulations,  and  conditions  of all  insurance
policies  required to be  maintained  by Lessee under the Lease and all manuals,
orders,  recommendations,  instructions and other written requirements as to the
repair  and  maintenance  of such  item of  Equipment  issued at any time by the
vendor and/or manufacturer thereof; (b) maintain  conspicuously on any Equipment
such labels,  plates, decals or other markings as Lessor may reasonably require,
stating  that  Lessor is owner of such  Equipment;  (c)  furnish to Lessor  such
information  concerning  the  condition,  location,  use  and  operation  of the
Equipment as Lessor may request;  (d) permit any person  designated by Lessor to
visit and  inspect  any  Equipment  and any  records  maintained  in  connection
therewith,  provided,  however,  that the  failure  of  Lessor  to  inspect  the
Equipment or to inform Lessee of any  noncompliance  shall not relieve Lessee of
any of its obligations hereunder;  (e) if any Equipment does not comply with the
requirements  of this Lease Lessee shall,  within 30 days of written notice from
Lessor,  bring such Equipment into  compliance;  (f) not use any Equipment,  nor
allow the same to be used, for any unlawful purpose,  nor in connection with any
property or material that would  subject the Lessor to any  liability  under any
state or federal statute or regulation pertaining to the production,  transport,
storage, disposal or discharge of hazardous or toxic waste or materials; and (g)
make no additions,  alterations,  modifications  or improvements  (collectively,
"Improvements")  to any item of Equipment that are not readily removable without
causing material damage to such item of Equipment or which will cause the value,
utility or useful life of such item of Equipment to materially  decline.  If any
such  Improvement is made and cannot be removed without causing  material damage
or decline in value, utility or useful life (a "NonSeverable Improvement"), then
Lessee warrants that such  Non-Severable  Improvement shall  immediately  become
Lessor's  property upon being installed and shall be free and clear of all liens
and  encumbrances  and shall  become  Equipment  subject to all of the terms and
conditions  of the  Lease.  All such  Improvements  that  are not  Non-Severable
Improvements  shall be  removed  by  Lessee  prior to the  return of the item of
Equipment hereunder or such Improvements shall also become the sole and absolute
property of Lessor without any further  payment by Lessor to Lessee and shall be
free and clear of all liens and encumbrances whatsoever. Lessee shall repair all
damage to any item of Equipment  caused by the removal of any  Improvement so as
to restore such item of Equipment to the same  condition  which existed prior to
its installation and as required by this Lease.

     Lessee hereby assumes all risk of loss,  damage or destruction for whatever
reason to the Equipment  from and after the earlier of the date (i) on which the
Equipment  is ordered or (ii) Lessor pays the purchase  price of the  Equipment,
and continuing until the Equipment has been returned to, and accepted by, Lessor
in the condition  required by Section 18 hereof upon the expiration of the Lease
Term. If during the Lease Term all or any portion of an item of Equipment  shall
become lost, stolen,  destroyed,  damaged beyond repair or rendered  permanently
unfit for use for any reason, or in the event of any condemnation, confiscation,
theft or seizure or  requisition  of title to or use of such item,  Lessee shall
immediately  pay to Lessor an amount equal to the Stipulated  Loss Value of such
item of Equipment, as of the next following Rental Payment Date.

     13. INSURANCE

     Lessee shall  procure and maintain  insurance in such amounts and upon such
terms and with such  companies  as Lessor may  approve,  during the entire Lease
Term and until the  Equipment  has been  returned to, and accepted by, Lessor in
the condition required by Section 18 hereof, at Lessee's expense,  provided that
in no event  shall  such  insurance  be less than the  following  coverages  and
amounts: (a) Worker's  Compensation and Employer's  Liability Insurance,  in the
full statutory  amounts  provided by law; (b)  Comprehensive  General  Liability
Insurance  including  product/completed  operations  and  contractual  liability
coverage, with minimum limits of $1,000,000 each occurrence, and Combined Single
Limit Body Injury and Property Damage,  $1,000,000 aggregate,  where applicable;
and (c) All Risk Physical Damage Insurance,  including  earthquake and flood, on
each item of Equipment, in an amount not less than the greater of the Stipulated
Loss Value of the Equipment or (if available) its full replacement value. Lessor
will be included as an  additional  insured and loss payee as its  interest  may
appear. Such policies shall be endorsed to provide that the coverage afforded to
Lessor shall not be rescinded,  impaired or invalidated by any act or neglect of
Lessee. Lessee agrees to waive Lessee's right and its insurance carrier's rights
of subrogation against Lessor for any and all loss or damage.

     In addition to the  foregoing  minimum  insurance  coverage,  Lessee  shall
procure and maintain  such other  insurance  coverage as Lessor may require from
time to time during the Lease Term.  All policies shall be endorsed or contain a
clause  requiring  the  insurer to furnish  Lessor  with at least 30 days' prior
written notice of any cancellation or non-renewal of coverage. Upon execution of
this Lease, Lessee shall furnish Lessor with a certificate of insurance or other
evidence  satisfactory  to Lessor  that such  insurance  coverage  is in effect,
provided,  however,  that Lessor shall be under no duty either to ascertain  the
existence of or to examine such  insurance  coverage or to advise  Lessee in the
event such insurance coverage should not comply with the requirements hereof. In
case of failure of Lessee to procure or  maintain  insurance,  Lessor may at its
option  obtain such  insurance,  the cost of which will be paid by the Lessee as
additional  rentals.  Lessee  further agrees to give Lessor prompt notice of any
damage to or loss of, the Equipment, or any part thereof.

     14. LIMITATION OF LIABILITY

     Lessor  shall have no liability  in  connection  with or arising out of the
ownership,  leasing,  furnishing,  performance  or use of the  Equipment  or any
special,  indirect,  incidental  or  consequential  damages  of  any  character,
including,   without  limitation,  loss  of  use  of  production  facilities  or
equipment, loss of profits, property damage or lost production, whether suffered
by Lessee or any third party.

     15. FURTHER ASSURANCES

     Lessee shall promptly execute and deliver to Lessor such further  documents
and take such further action as Lessor may require in order to more  effectively
carry out the intent and purpose of this Lease.  Lessee shall provide to Lessor,
within 120 days after the close of each of  Lessee's  fiscal  years,  and,  upon
Lessor's  request,  within 45 days of the end of each quarter of Lessee's fiscal
year, a copy of its financial  statements  prepared in accordance with generally
accepted accounting  principles and, in the case of annual financial statements,
audited  by  independent  certified  public  accountants,  and  in the  case  of
quarterly  financial  statements  certified by Lessee's chief financial officer.
Lessee  shall  execute and deliver to Lessor upon  Lessor's  request any and all
schedules,  forms and other reports and information as Lessor may deem necessary
or  appropriate  to  respond  to  requirements  or  regulations  imposed  by any
governmental  authorities.  Lessee  shall  execute  and  deliver to Lessor  upon
Lessor's  request  such  further  and  additional  documents,   instruments  and
assurances as Lessor deems  necessary (a) to  acknowledge  and confirm,  for the
benefit of Lessor or any assignee or transferee of any of Lessor's rights, title
and interests hereunder (an "Assignee"),  all of the terms and conditions of all
or any part of this  Lease  and  Lessor's  or  Assignee's  rights  with  respect
thereto, and Lessee's compliance with all of the terms and provisions hereof and
(b) to preserve,  protect and perfect  Lessor's or  Assignee's  right,  title or
interest hereunder and in any Equipment, including, without limitation, such UCC
financing  statements or  amendments,  corporate  resolutions,  certificates  of
compliance,  notices of assignment or transfers of interests,  and  restatements
and  reaffirmations  of  Lessee's   obligations  and  its   representations  and
warranties with respect thereto as of the dates requested by Lessor from time to
time.  In  furtherance  thereof,  Lessor  may  file or  record  this  Lease or a
memorandum  or a  photocopy  hereof  (which  for the  purposes  hereof  shall be
effective as a financing  statement) so as to give notice to third parties,  and
Lessee hereby appoints Lessor as its attorney-in-fact to execute, sign, file and
record UCC  financing  statements  and other  lien  recordation  documents  with
respect to the Equipment  where Lessee fails or refuses to do so after  Lessor's
written  request,  and Lessee agrees to pay or reimburse  Lessor for any filing,
recording or stamp fees or taxes arising from any such filings

     16. ASSIGNMENT; SUBLEASING

     This Lease and all rights of Lessor hereunder shall be assignable by Lessor
absolutely or as security,  without  notice to Lessee,  subject to the rights of
Lessee  hereunder for the use and  possession of the Equipment for so long as no
Event of Default has occurred and is continuing  hereunder.  Any such assignment
shall  not  relieve  Lessor of its  obligations  hereunder  unless  specifically
assumed  by the  assignee,  and LESSEE  AGREES IT SHALL NOT ASSERT ANY  DEFENSE,
RIGHTS OF SET-OFF OR  COUNTERCLAIM  AGAINST ANY  ASSIGNEE TO WHICH  LESSOR SHALL
HAVE  ASSIGNED ITS RIGHTS AND INTERESTS  HEREUNDER,  NOR HOLD OR ATTEMPT TO HOLD
SUCH  ASSIGNEE  LIABLE  FOR  ANY OF  LESSOR'S  OBLIGATIONS  HEREUNDER.  No  such
assignment shall materially  increase  Lessee's  obligations  hereunder.  LESSEE
SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS LEASE
OR ENTER INTO ANY SUBLEASE (EXCEPT AS PROVIDED BELOW) WITH RESPECT TO ANY OF THE
EQUIPMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR.

     Any  provision  of this Lease to the contrary  notwithstanding,  Lessee may
rent or lease each item of  Equipment  in the regular  course of its business to
one or more of  Lessee's  commercial  customers  (each,  an "End  User")  in the
ordinary  course of  Lessee's  business,  all  pursuant to one or more leases or
rental  agreements  pertaining to the Equipment  (individually  and collectively
referred to  hereinafter  as a "Lease  Agreement"),  the terms and conditions of
which  shall in all  respects  be  subject to the prior  approval  of Lessor and
Lessor's  Assignee,  and pursuant to which all of the rights of Lessee,  and any
End Users in and to the Equipment and the Lease  Agreements shall be subject and
subordinate  to all of the rights,  title and  interests  of Lessor and Lessor's
Assignee  therein.  Attached  hereto  as  Exhibits  A and B are  forms  of Lease
Agreements  for use  between  Lessee  and End  Users,  each of which  have  been
approved by Lessor.  Lessee shall,  promptly upon Lessor's periodic request (not
more frequently than four times per year), submit to Lessor a report listing the
description, serial number, title state, title number, model year, age, original
cost, capital repairs, daily, weekly and monthly lease rate, lease term, and End
User name and location for each Item of Equipment then subject to this Lease and
a Lease Agreement.  Such report shall be certified by a duly authorized  officer
of Lessee.

     To further secure payment of all indebtedness,  obligations and liabilities
of Lessee  owing to Lessor,  of every kind and  description,  and all  interest,
taxes,  fees,  charges,  expenses and  attorneys  fees  chargeable  to Lessee or
incurred by Lessor in  connection  with this Lease (the  "Obligations"),  Lessee
agrees:

     i.   to assign and grant,  and does hereby assign and grant,  to Lessor and
          Lessor's Assignee a security interest in any and all Lease Agreements,
          accounts,  chattel paper, instruments and general intangibles relating
          to the use, operation,  lease or rental of the Equipment,  whether now
          existing  or  hereafter  arising,  together  with all  rights  arising
          thereunder,  including all payments due and to become due  thereunder,
          and proceeds of all of the  foregoing,  all of which shall  constitute
          additional  collateral  subject  to the terms and  provisions  of this
          Lease (the Equipment and Lease Agreements are collectively referred to
          hereinafter as the "Collateral");

     ii.  upon the  occurrence  of an Event of Default  under this Lease and the
          request of Lessor or Lessor's  Assignee,  to mark all Lease Agreements
          with such legends as may be  specified by Lessor or Lessor's  Assignee
          to the effect that they are subject and subordinate to this Lease, and
          to deliver  originals of each Lease Agreement to Lessor's  Assignee so
          that or  Lessor's  Assignee  shall be  assured  of  perfection  of its
          security interest therein by possession of all chattel paper forming a
          part of the Lease  Agreement;  and

     iii. to do, make, execute and deliver all such additional and further acts,
          assurances and  instruments as Lessor's  Assignee may require in order
          to  vest  in  and  assure  to  Lessor's  Assignee  its  rights  in the
          Collateral,  including without  limitation,  execution and delivery of
          such financing  statements as Lessor's Assignee may request to perfect
          and continue the security interests granted or otherwise  contemplated
          herein.

     Upon the  occurrence  of an Event of Default  under this  Lease,  Lessor or
Lessor's Assignee shall have the right to notify and direct any End User to make
all payments due under any Lease Agreement  directly to Lessor, and Lessor shall
have full  authority  to take  possession  and control of the cash and  non-cash
proceeds  thereof,  with  full  power to settle or  compromise  disputed  claims
thereon, and to apply the same to Lessee's Obligations  hereunder in such manner
and order as Lessor shall determine in its sole discretion. Lessee hereby agrees
to  provide  Lessor  with an  adequate  supply  of  executed,  but  undated  and
unaddressed forms of Notice of Assignment,  in substantially the form of Exhibit
C attached hereto, which Lessee hereby irrevocably authorizes Lessor to complete
and send to each End User upon the  occurrence of an Event of Default under this
Lease. Each Lease Agreement shall provide that it shall terminate, at the option
of Lessor,  upon the expiration or earlier  termination of this Lease (by reason
of  acceleration  after the occurrence of an Event of Default or otherwise) with
respect to the Equipment subject to such Lease Agreement.

     Lessee further warrants and represents that: (i) any Lease Agreement is and
shall be a true lease and not a lease  intended as  security,  as defined in the
Uniform Commercial Code in effect in the State of Rhode Island (the "UCC"); (ii)
each  Lease  Agreement  is and shall be  genuine  and  executed  by the  parties
identified therein, which parties shall be duly authorized to execute such Lease
Agreements;  (iii)  each Lease  Agreement  is and shall be the  exclusive  Lease
Agreement  executed in  connection  with the rental of the  Equipment to the End
User and for the time period  identified  therein;  (iv) all information in each
Lease  Agreement or supplied by Lessee to Lessor in  connection  with each Lease
Agreement is and shall be true and  correct;  (v) each Lease  Agreement  and the
Equipment  is and shall be free and clear of all liens and  encumbrances  of any
kind other than those provided herein;  (vi) the obligations of End User to make
payment under a Lease Agreement shall be free and clear of any and all defenses,
offsets or  counterclaims  which may be  asserted by End User or any other party
against  Lessee;  (vii) Lessee has not and will not,  without the prior  written
consent of Lessor,  accept in excess of one month  advance  rent under any Lease
Agreement;  (viii)  Lessee will not allow the  Equipment  to be removed from the
location(s)  permitted  in this Lease,  and will not modify  amend or extend the
time for payment or waive  performance  in any material  respect under any Lease
Agreement  without the express prior written consent of Lessor;  and (ix) Lessee
shall  maintain  business  records   concerning  the  Equipment  and  the  Lease
Agreements  satisfactory  in all  respects  to  Lessor,  and to allow  Lessor to
inspect and copy all such business records during regular business hours. Lessee
further  agrees to allow and ensure  Lessor  access to the Equipment in order to
inspect and  photograph  the Equipment at each location  where Lessee or any End
User conducts its business or where the Equipment may then be located.

     Upon  Lessee's  failure to pay or perform any of its  Obligations  owing to
Lessor,  or the occurrence of an Event of Default  thereunder,  Lessor:  (a) may
exercise  all of the  rights and  remedies  set forth in this Lease or any Lease
Agreement;  (b)  shall  have the right to  notify  any End User  under any Lease
Agreement to make payments directly Lessor; (c) Lessor is hereby constituted and
appointed as Lessee's true and lawful  attorney-in-fact  of with full power: (i)
to  endorse  the name of  Lessee  upon any  instruments  of  payment  (including
payments  made under any policy of insurance)  that may come into  possession of
Lessor in full or partial  payment of any  amount  owing  under or in respect of
this Lease or any Lease Agreement; and (ii) to sell, assign, sue for, collect or
compromise payment of all or any part of the Collateral in the name of Lessee or
in its own name, or to make any other  disposition  of  Collateral,  or any part
thereof,  which disposition may be for cash, credit or any combination  thereof,
(it being  understood  and agreed that Lessor nor its agents shall be liable for
any acts or  omissions or for any error of judgment or mistake of fact or law in
its  capacity  as such  attorney-in-fact,  and  that-this  power of  attorney is
coupled with an interest  and shall be  irrevocable  so long as any  obligations
shall remain  outstanding).  Lessor shall have,  in addition to any other rights
and  remedies  contained  in this  Lease,  any  Lease  Agreement,  and any other
agreements,  guarantees,  notes,  instruments  and  documents  now or  hereafter
executed by Lessee and delivered to Lessor,  all of the rights and remedies of a
secured party under the Uniform  Commercial Code and any applicable laws, all of
which shall be deemed  cumulative and not  alternative  and are not exclusive of
any other remedies provided by law.


     17. LESSEE'S OBLIGATION UNCONDITIONAL

     This Lease is a net lease and  Lessee  hereby  agrees  that it shall not be
entitled to any abatement of rents or of any other amounts payable  hereunder by
Lessee,  and that its  obligation  to pay all rent and any other  amounts  owing
hereunder  shall  be  absolute  and  unconditional   under  all   circumstances,
including,  without limitation,  the following  circumstances:  (i) any claim by
Lessee to any right of set-off, counterclaim, recoupment, defense or other right
which  Lessee  may have  against  Lessor,  any  seller  or  manufacturer  of any
Equipment or anyone else for any reason  whatsoever;  (ii) the  existence of any
liens,  encumbrances  or  rights  of  others  whatsoever  with  respect  to  any
Equipment,  whether or not resulting  from claims  against Lessor not related to
the  ownership  of such  Equipment;  or (iii) any other  event or  circumstances
whatsoever.  Each Rent Payment or other amount paid by Lessee hereunder shall be
final and Lessee will not seek to recover all or any part of such  payment  from
Lessor for any reason whatsoever.

     18. RETURN OF EQUIPMENT

     Upon the  expiration or earlier  termination of the Lease Term with respect
to any  Equipment,  and  provided  that  Lessee has not  validly  exercised  any
purchase option with respect thereto,  Lessee shall: (a) return the Equipment to
a location and in the manner  designated  by the Lessor  within the  continental
United  States,   including,   as  reasonably   required  by  Lessor,   securing
arrangements  for the  disassembly  and  packing for  shipment by an  authorized
representative of the manufacturer of the Equipment, shipment with all parts and
pieces on a carrier  designated  or  approved  by  Lessor,  and then  reassembly
(including,  if necessary,  repair and overhaul) by such  representative  at the
return  location in the  condition the Equipment is required to be maintained by
the Lease and in such condition as will make the Equipment  immediately  able to
perform all functions for which the  Equipment  was  originally  designed (or as
upgraded   during  the  Lease  Term),   and   immediately   qualified   for  the
manufacturer's (or other authorized servicing  representative's)  then-available
service  contract  or  warranty;  (b) cause the  Equipment  to  qualify  for all
applicable  licenses or permits  necessary  for its  operation  for its intended
purpose and to comply with all  specifications  and  requirements  of applicable
federal,  state and local laws,  regulations and  ordinances;  (c) upon Lessor's
request, provide suitable storage, acceptable to Lessor, for the Equipment for a
period not to exceed 180 days from the date of return; (d) cooperate with Lessor
in attempting to remarket the Equipment,  including display and demonstration of
the  Equipment to  prospective  purchasers  or lessees,  and allowing  Lessor to
conduct  any  private or public  sale or auction of the  Equipment  on  Lessee's
premises.  All costs incurred in connection  with any of the foregoing  shall be
the sole  responsibility  of the  Lessee.  During  any  period  of time from the
expiration or earlier  termination  of the Lease until the Equipment is returned
in  accordance  with the  provisions  hereof or until  Lessor  has been paid the
applicable purchase option price if any applicable purchase option is exercised,
Lessee  agrees to pay to Lessor  additional  per them  rent  ("Holdover  Rent"),
payable  promptly on demand in an amount  equal to 125% of the  highest  monthly
Rental Payment payable during the Lease Term divided by 30,  provided,  however,
that nothing  contained  herein and no payment of Holdover Rent hereunder  shall
relieve  Lessee of its obligation to return the Equipment upon the expiration or
earlier termination of the Lease.

     19. RELATED LEASE SCHEDULES

     In the event that any  Equipment  subject to a Lease shall become  attached
to, affixed to, or used in connection with Equipment  subject to any other Lease
hereunder (each a "Related Lease  Schedule"),  Lessee agrees that: (a) if Lessee
elects to exercise  any  purchase  option,  early  termination  option,  renewal
option,  purchase obligation or early purchase option under any Lease; or (b) if
Lessee elects to return the Equipment  under any Lease in accordance  therewith,
then, in either case, Lessor shall have the right, in its discretion, to require
the same disposition for all Equipment subject to a Related Lease Schedule.

     20. MISCELLANEOUS; ENFORCEABILITY AND GOVERNING LAW

     The term  "Lessee"  as used in the Lease shall mean and include any and all
Lessees who sign below, each of whom shall be jointly and severally liable under
the Lease.  This Master Lease will not be binding on Lessor  until  accepted and
executed by Lessor,  notice of which is hereby  waived by Lessee.  Any waiver of
the terms hereof shall be  effective  only in the specific  instance and for the
specific purpose given. Time is of the essence in the payment and performance of
all of Lessee's  obligations under the Lease. The captions in this Lease are for
convenience only and shall not define or limit any of the terms hereof.

     Any provisions of this Lease which are  unenforceable  in any  jurisdiction
shall,  as  to  such  jurisdiction,   be  ineffective  to  the  extent  of  such
unenforceability  without  invalidating the remaining provisions hereof, and any
such  unenforceability  in any jurisdiction shall not render  unenforceable such
provisions in any other jurisdiction. To the extent permitted by applicable law,
Lessee  hereby  waives;  (a) any  provisions  of law which render any  provision
hereof  unenforceable  in any respect;  (b) all rights and remedies  under Rhode
Island General Laws Sections 6A-2.1-508 through 522 or corresponding  provisions
of the  Uniform  Commercial  Code  article or  division  pertaining  to personal
property  leasing  in any  jurisdiction  in which  enforcement  of this Lease is
sought.

     THIS  LEASE AND THE LEGAL  RELATIONS  OF THE  PARTIES  HERETO  SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
OF RHODE  ISLAND,  WITHOUT  REGARD TO  PRINCIPLES  REGARDING  THE CHOICE OF LAW.
LESSEE  HEREBY  CONSENTS  AND SUBMITS TO THE  JURISDICTION  OF THE COURTS OF THE
STATE OF RHODE ISLAND AND THE FEDERAL  DISTRICT  COURT FOR THE DISTRICT OF RHODE
ISLAND FOR THE PURPOSES.  OF ANY SUIT, -ACTION OR OTHER -PROCEEDING  ARISING OUT
OF ITS OBLIGATIONS  HEREUNDER,  AND EXPRESSLY  WAIVES ANY OBJECTIONS THAT IT MAY
HAVE TO THE VENUE OF SUCH COURTS.  LESSEE HEREBY  EXPRESSLY  WAIVES ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS LEASE. Any action
by Lessee against Lessor for any cause of action relating to this Lease shall be
brought within one year after any such cause of action first arises.

     THIS LEASE  REPRESENTS THE FINAL AGREEMENT  BETWEEN THE PARTIES  CONCERNING
THE LEASE OF THE  EQUIPMENT  AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  BETWEEN THE  PARTIES.  LESSEE
ACKNOWLEDGES  AND CERTIFIES THAT NO SUCH ORAL AGREEMENTS  EXIST.  THIS LEASE MAY
NOT BE  AMENDED,  NOR MAY ANY  RIGHTS  UNDER THE LEASE BE  WAIVED,  EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY CHARGED WITH SUCH AMENDMENT OR WAIVER.

     Executed and delivered by duly  authorized  representatives  of the parties
hereto as of the date set forth below.



DATED AS OF: SEPTEMBER 23, 1999

FLEET CAPITAL CORPORATION                PLM RENTAL, INC.

By:    /s/Robert H. Cormier              By:     /s/ Richard K Brock

Title: Vice President                    Title:  Acting CFO, V.P. and
                                                 Corporate Controller




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