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                                                                   EXHIBIT 10.14

                             MASTER LEASE AGREEMENT

Lessee Full Name and Full Address:              Lease No.
                                                ------------------
THE WHITE HOUSE, INC.
6711 BAYMEADOW DRIVE
GLEN BURNIE, MD 21060

Name and Phone No. of Lessee Contact:   STEVE HIRSCH

Lessee Form of Organization:  CORPORATION     Fed Tax I.D. No.  52-1413575

(corporation, partnership, limited              Date of Master Lease
liability company, individual, etc.):             Agreement:
                                                  ------------------

Lessee's State of Organization: MD    Lessee's State Organization
(if a corporation or registered       Identification Number:       D01984772
organization


For and in consideration of the mutual promises set forth below. CARLTON
FINANCIAL CORPORATION ("Lessor") and the lessee named above ("Lessee") agree as
follows:

     1.   MASTER LEASE. This Master Lease Agreement ("Master Lease") provides
          terms and conditions the parties hereto intend be applicable to
          various lease transactions. Each lease contract shall be evidenced by
          a Lease Schedule, in the form attached hereto as Exhibit A, executed
          by Lessor and Lessee that explicitly incorporates the provisions of
          this Master Lease Agreement and sets forth specific terms of that
          particular lease contract (each such Equipment Schedule, as it
          incorporates this Master Lease, shall be called "this Lease"). Where
          the provisions of a Lease Schedule conflict with the terms of this
          Master Lease, the provisions of the Lease Schedule shall prevail. Each
          Lease Schedule shall constitute a complete and separate lease
          agreement independent of all other Lease Schedules and without any
          requirement of being accompanied by an originally executed counterpart
          of this Master Lease Agreement. One originally executed counterpart of
          the Lease Schedule shall be stamped "Original" and retained by the
          Lessor. If more than one counterpart of the Lease Schedule is executed
          by Lessor and Lessee, all other counterparts shall be stamped
          "Duplicate Original." Only transfer of possession or control by the
          Lesser of the originally executed counterpart stamped "Original" shall
          be effective for purposes of perfecting an interest in the Lease
          Schedule by possession. This lease is subject to the terms and
          conditions as stated on the Lease Commitment letter dated June 17,
          2002.

     2.   NO WARRANTIES. Lessee agrees that it has selected each item of
          Equipment and other property (the "Equipment") described in the Lease
          Schedule based upon its own judgment and disclaims any reliance upon
          any statements or representations made by Lessor. Lessee acknowledges
          the supplier of the Equipment is not Lessor's agent. LESSOR MAKES NO
          EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE EQUIPMENT AND
          SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
          A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES
          ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT. LESSEE
          AGREES TO PAY THE RENT REQUIRED HEREUNDER WITHOUT REGARD TO THE
          CONDITION OF THE EQUIPMENT.

     3.   FINANCE LEASE. Lessor and Lessee agree that this Lease is a "finance
          lease" within the meaning of Article 2A of the Uniform Commercial
          Code. The parties agree that the Lessor has not selected, manufactured
          or supplied the Equipment. Lessee acknowledges receipt of a copy of
          the contract evidencing Lessor's purchase of the Equipment. THERE ARE
          NO WARRANTIES OR OTHER RIGHTS PROVIDED TO THE LESSEE BY THE LESSOR OR
          THE SUPPLIER OF THE EQUIPMENT IN CONNECTION WITH THIS LEASE EXCEPT AS
          DESCRIBED HEREIN.

     4.   NET AND NONCANCELLABLE LEASE. This is a net Lease and Lessee's
          obligation to pay the rent and other amounts due hereunder is
          unconditional and not subject to abatement, reduction or setoff,
          defense, counterclaim or interruption of any kind. This Lease is a
          non-cancelable lease and will not terminate in the event of any damage
          to or destruction of the Equipment. To

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          the extent permitted by law, Lessee waives the right to (i) cancel
          this Lease; (ii) repudiate this Lease; (iii) reject the Equipment;
          (iv) revoke acceptance of the Equipment; (v) recover damages from
          Lessor for any breaches of warranty or for any other reason; (vi)
          grant a security interest in the Equipment to a third party (vii)
          deduct from rents all or any part of claimed damages resulting from
          Lessor's default, if any. This Lease may be terminated only as
          expressly provided herein.

     5.   TERM AND AUTOMATIC EXTENSION. The initial term of this Lease (the
          "Initial Term") respecting an item of Equipment shall commence and end
          on the dates stated on the Lease Schedule as the commencement and
          termination dates for that item of Equipment. Lessee or Lessor may
          terminate this Lease at the expiration of the Initial Term by giving
          the other at least 90 days prior written notice of termination. If
          neither Lessee nor Lessor gives such notice, then the term of this
          Lease shall be extended automatically on the same rental and other
          terms set forth herein (except that in any event rent during any
          extended term shall be payable in the amounts and at the times
          provided in paragraph (7) for successive periods of one month until
          terminated by either Lessee or Lessor giving the other at least 90
          days prior written notice of termination.

     6.   SECURITY DEPOSIT AND ADVANCE RENTALS. The Security Deposit or Advance
          Rentals specified on each Lease Schedule shall be paid by Lessee to
          Lessor upon the signing of the Lease Schedule. Following completion of
          the term of this Lease for that Equipment, and provided there has been
          no breach of this Lease by Lessee, Lessor shall refund to Lessee
          without interest the security deposit that relates to Equipment whose
          lease term has expired. No security deposit shall be applied by the
          Lessee to the last rent payment. Any Advance Rentals paid by Lessee
          shall be applied to the last rent payments due during the Initial Term
          of this Lease, except as otherwise agreed by Lessor.

     7.   RENT. Lessee shall pay Lessor as rent for the Equipment the periodic
          amount shown on the Lease Schedule plus any sales or use tax levied
          with respect to the Equipment. The rent for each period (which shall
          be monthly unless otherwise provided in the Lease Schedule) shall be
          paid in advance beginning on the commencement date shown on the Lease
          Schedule and thereafter on the first day of each rent period unless
          otherwise provided in the Lease Schedule. The rent for any partial
          month or other period shall be paid at the rate of 9.5% (simple
          interest) of the amount funded. Any rent, tax payment or other amount
          due under this Lease which is not paid when due shall bear interest at
          the rate of one and one-half (1.5%) percent per month or, if less, the
          highest rate permitted by law. Lessee agrees to pay Lessor late
          charges.

     8.   TITLE. Title to the Equipment shall at all times remain in Lessor and
          Lessee shall protect and defend the title of Lessor and keep it free
          of all claims and liens other than those of Lessee hereunder or
          created by Lessor. If this Lease shall be construed by a court to be a
          lease "intended as security" and not a "true" lease, then Lessee, to
          secure all of Lessee's payment and performance obligations under this
          Lease, hereby grants to Lessor a first priority security interest in
          the Equipment (including, without limitation, all inventory, fixtures
          or other property comprising the same) together with all related
          software (embedded therein or otherwise) and general intangibles, all
          additions, attachments, accessories thereto whether or not furnished
          by the supplier of the Equipment, all subleases, chattel paper,
          security deposits relating thereto, and any and all substitutions,
          replacements or exchanges for any such item of Equipment or other
          collateral and any and all insurance or other proceeds of the property
          and other collateral to which a security interest is granted.

     9.   LAWS AND TAXES. LESSEE SHALL COMPLY WITH ALL LAWS AND REGULATIONS
          RELATING TO THE EQUIPMENT AND ITS USE AND SHALL PROMPTLY PAY WHEN DUE
          ALL SALES, USE, PROPERTY, EXCISE AND OTHER TAXES (EXCLUDING INCOME
          TAXES) AND ALL LICENSE AND REGISTRATION FEES NOW OR HEREAFTER IMPOSED
          BY ANY GOVERNMENTAL BODY OR AGENCY UPON THE EQUIPMENT OR ITS USE OR
          THE RENTALS HEREUNDER. Lessee shall prepare and file all tax returns
          relating to taxes for which Lessee is responsible hereunder which
          Lessee is permitted to file under the laws of the applicable taxing
          jurisdiction. Lessee agrees to indemnify and hold Lessor and any
          Assignee (as defined below) harmless from, against and in respect of
          any and all such taxes.

     10.  INSPECTION. Lessor shall have the right during normal business hours
          to enter into and upon the premises where the Equipment is located for
          the purpose of inspecting the same or observing its use.

     11.  ALTERATIONS. Without the prior written consent of Lessor, Lessee shall
          not make any alterations, additions or improvements to the Equipment.
          Any alteration, addition or improvement shall become the property of
          Lessor and part of the Equipment for all purposes hereunder.

     12.  REPAIRS. Lessee, at its own cost and expense, shall keep the Equipment
          in good repair, condition and working order and shall furnish or
          purchase any and all parts, mechanisms, devices and labor required to
          keep the Equipment in good mechanical and working order. If indicated
          on the applicable Lease Schedule, Lessee shall at its own expense
          cause the Equipment to be covered by a maintenance contract, with a
          service organization acceptable to Lessor, at all times during the
          lease term and until the Equipment has been returned to Lessor.

     13.  LOSS OR DAMAGE. Lessee hereby assumes and shall bear the entire risk
          of loss, damage, theft and destruction to the

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          Equipment from any and every cause whatsoever (except normal wear and
          tear resulting from proper use) during the period from and during the
          delivery of the Equipment to Lessee until it is returned to Lessor. In
          the event any item of Equipment shall become lost, stolen, destroyed,
          damaged beyond repair, or rendered permanently unfit for any reason,
          or in the event of condemnation or seizure, Lessee shall promptly pay
          Lessor the sum of the following: (a) all rent and other amounts
          payable by Lessee hereunder which are due but unpaid at the time of
          computation; (b) the present value of all unpaid rents for the entire
          balance of the Initial Term of this Lease (with respect to that
          affected item or items of Equipment) at the time of computation,
          computed using a discount rate of six percent (6%) per annum; (c) the
          anticipated fair market value of such items of Equipment at the
          expiration of the Initial Term of this Lease, which Lessor and Lessee
          agree shall be conclusively deemed for this purpose to be equal to
          ____ percent (ten percent if no percentage has been specified) of the
          original cost of such Equipment; (d) any Tax Loss suffered by Lessor
          relating to such Equipment; (e) any set up costs related to such
          Equipment that Lessor has not yet amortized; (f) any expenses incurred
          by Lessor in enforcing its rights under this Agreement; (g) any
          interest on any past due amounts as provided elsewhere in this
          Agreement. Any insurance proceeds received by Lessor on insurance
          purchased by Lessee shall be credited to Lessee's obligation under
          this section and Lessee shall be entitled to any surplus.

     14.  DELIVERY AND ACCEPTANCE. Unless otherwise provided in a Lease
          Schedule, Lessee shall pay the cost of transportation of the Equipment
          to Lessee. Lessee shall bear the risk of loss during such
          transportation. Upon delivery Lessee shall sign and deliver to Lessor
          an acceptance certificate satisfactory to Lessor.

     15.  LOCATION OF USE. Unless otherwise stated on a Lease Schedule, the
          Lessee will cause the Equipment subject to that Lease Schedule to be
          located (after initial delivery to Lessee) at various store addresses
          as provided by Lessee until such time as that Equipment is returned to
          Lessor or returned in accordance with Lessor's instructions.

     16.  RETURN OF EQUIPMENT. Upon the expiration of or earlier termination of
          this Lease with respect to an item of Equipment, Lessee shall return
          the same directly to Lessor at its offices in Minneapolis, Minnesota,
          or such other location as Lessor designates, in good repair, condition
          and working order (ordinary wear and tear resulting from proper use
          thereof alone excepted), completed and ready for further use. Lessee
          shall pay all transportation and other expenses relating to such
          return. Lessee authorizes Lessor to sell the Equipment while located
          upon Lessee's premises. In the event Lessee breaches this section,
          Lessor may, in lieu to its other remedies, require Lessee to purchase
          the items of Equipment as to which the breach as occurred on the same
          terms as if Lessee were exercising an option to purchase such
          Equipment under this Agreement (and whether or not such an option was
          granted to Lessee).

     17.  INSURANCE. Lessee at its expense shall provide insurance coverage in
          amounts and with insurance carriers acceptable to Lessor for all risks
          of: (a) loss, theft, damage or destruction to the Equipment with
          coverage not less than the original cost of the Equipment (excluding
          depreciation); and (b) public liability and property damage covering
          personal injuries, death or property damage resulting from the
          ownership, maintenance, use, operation or transportation of the
          Equipment, with coverage of not less than $1,000,000 per occurrence.
          Each of the insurance policies providing said coverage shall name
          Lessor and any Assignee as loss payee and additional insured, provide
          that the policy may not be canceled or materially altered without
          thirty (30) days prior written notice to Lessor, and be primary
          without right of contribution from any insurance carried by Lessor.
          Lessee shall, if requested by Lessor, provide Lessor with a
          certificate(s) evidencing said coverage prior to taking possession of
          the Equipment. Lessee hereby irrevocably appoints Lessor as Lessee's
          attorney in-fact to make claim for, receive payment of, and execute
          and endorse all documents, checks or drafts for loss or damage or
          returned premium under any insurance policy of Lessee's.

     18.  INDEMNITY. Lessee shall and does hereby agree to indemnify, defend and
          hold harmless Lessor and any Assignee, and each of their directors,
          officers, employees, agents of affiliates from any and all claims,
          demands, actions, suits, proceedings, costs, expenses, damages, and
          liabilities (including attorneys' fees) arising out of, connected with
          or resulting from the delivery, possession, use, operation,
          maintenance, repair or return of Equipment by Lessee or its employees,
          agents, customers or invitees or vendors. Lessee's obligations under
          the preceding sentence shall survive expiration of any rental term or
          the termination of this Agreement.

     19.  REPRESENTATIONS AND WARRANTIES BY LESSEE. Lessee represents and
          warrants to Lessor that: (a) this Lease constitutes the Lessee's
          legal, valid and binding obligation and is enforceable against Lessee
          in accordance with its terms; (b) Lessee's entry into and performance
          under this Lease will not result in any breach, default or violation
          under Lessee's charter documents (articles of incorporation and bylaws
          in the case of a corporation or partnership agreement in the case of a
          partnership or articles of organization and operating agreement in the
          case of a limited liability company) or any other agreement to which
          Lessee is a party or to which it or its property is subject; (c) there
          are no suits or proceedings pending or threatened before any court,
          government agency or arbitrator which, if determined adversely to
          Lessee, would have a material adverse effect on its financial
          condition or ability to perform its obligations under this Lease; (d)
          that any financial statements or other information which Lessee has
          furnished Lessor concerning the business or condition of Lessee was
          true, correct and complete at the time furnished or as of the date of
          such financial statements; (e) the Equipment shall remain personal
          property; with respect to any

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          Equipment that is the subject of any sale and leaseback transaction
          pursuant hereto, Lessee has good title to, rights in, and/or power to
          transfer all of the same. The Equipment is removable from and is not
          essential to the premises upon with it is located regardless of its
          attachment to realty, and Lessee agrees to take such action at its
          expense as may be necessary to prevent any third party from acquiring
          any interest in the Equipment as a result of its attachment to realty
          with respect to all of the Equipment leased hereto.

     20.  FINANCIAL STATEMENTS. Upon request by Lessor, Lessee will promptly
          provide statements for its most recently completed fiscal year end or
          quarter and any other financial information reasonably requested.

     21.  ASSIGNMENT BY LESSOR. Lessor may from time to time without notice to
          Lessee sell, assign, pledge, transfer or convey to a third party (each
          an "Assignee") all or part of Lessor's right, title and interest in
          this Lease, the Equipment, or any sums payable therefor. Lessor may
          grant a security interest in the same to such Assignee as collateral
          security for any loans or advances made or to be made to Lessor by
          such Assignee. Lessee, upon receipt of notice of any such transfer,
          assignment or security interest and instructions from Lessor shall pay
          its obligations under this Lease to the Assignee (or to any other
          party designated by the Assignee). Upon any such transfer, assignment
          or granting of a security interest by Lessor, Lessee's obligations
          hereunder with respect to Assignee, including, without limit, its
          obligation to pay the Assignee under rents and other sums due and to
          become due under this Lease, shall be absolute and unconditional, and
          shall not be subject to any abatement, reduction, recoupment, defense,
          offset or counterclaim for any reason, including but not limited to
          any defect in the Equipment, the condition, design, operation or
          fitness for use or any loss or destruction of the Equipment or any
          part thereof, the prohibition of or other restriction against Lessee's
          use of the Equipment, the interference with such use by any person or
          entity, any failure by Lessor to perform any of its obligations herein
          contained, or any other cause, whether similar or dissimilar to the
          foregoing. Upon notice of any intended transfer, assignment, or
          granting of a security interest: (a) Lessee shall promptly submit to
          Lessor such documents as may be reasonably required by the intended
          Assignee, in form and substance satisfactory to the intended Assignee,
          including without limitation: (1) a certificate that the Equipment was
          delivered and accepted; (2) if Lessee is a corporation, a certified
          copy of resolutions adopted by Lessee's Board of Directors authorizing
          execution of this Lease; (3) an acknowledgement to the Lessor's
          transfer, assignment or granting of a security interest; (4) a UCC-1
          Financing Statement; (b) In the event of any such assignment,
          transfer, or granting of a security interest: (1) Lessee shall send
          copies of any notices which are requested hereunder to be sent to
          Lessor to the Assignee as well as to Lessor; (2) Lessee shall not
          permit this Lease to be amended or any provisions thereof to be waived
          without the prior written consent of the Assignee; (3) Lessee agrees
          not to look to the Assignee to perform any of Lessor's obligations
          hereunder; (4) Lessee agrees that Assignee shall be exclusively
          entitled to all of the rights and remedies provided to the Lessor
          under this Lease; (c) No such transfer, assignment or granting of a
          security agreement by Lessor shall relieve Lessor of any of its
          obligations under this Lease or shall limit Lessee's rights to look to
          Lessor for the performance of such obligations.

     22.  ASSIGNMENT BY LESSEE. LESSEE SHALL NOT ASSIGN, TRANSFER, PLEDGE, OR
          HYPOTHECATE THIS LEASE, THE EQUIPMENT OR ANY PART THEREOF, OR ANY
          INTEREST THEREIN. LESSEE SHALL NOT SUBLET OR LEND THE EQUIPMENT, OR
          ANY PART THEREOF, OR PERMIT THE EQUIPMENT OR ANY PART THEREOF TO BE
          USED BY ANYONE OTHER THAN LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF
          LESSOR (OR FOLLOWING AN ASSIGNMENT, ANY ASSIGNEE OF WHICH THE LESSEE
          HAS KNOWLEDGE OF) WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD. If
          Lessee is a corporation or a partnership, the change in ownership of
          50% or more of the ownership interest in Lessee within a 12 month
          period without the written consent of Lessor, which shall not be
          unreasonably withheld, constitutes a prohibited assignment hereunder.
          Subject always to the foregoing, this Lease inures to the benefit of,
          and is binding upon the heirs, legatees, personal representatives,
          successors, and assigns of the parties hereto. No sale, assignment or
          sublease, whether authorized by Lessor or in violation of the terms
          hereof, shall relieve Lessee of its obligations and Lessee shall
          remain primarily liable hereunder and under each Lease Schedule.
          Assigns shall become bound as a "new debtor" to this Master Lease and
          the Lease Schedule(s) as set forth under UCC Section 9-203(e).

     23.  DEFAULT. Any one of the following events shall constitute an "Event of
          Default" hereunder: (a) Lessee shall fail to pay when due any
          installment of rent or other amount due hereunder; (b) Lessee shall
          fail to observe or perform any other agreement to be observed or
          performed by Lessee hereunder; (c) Lessee, any guarantor of this
          Lease, or any partner of Lessee if Lessee is a partnership shall cease
          doing business as a going concern or make an assignment for the
          benefit of creditors; (d) Lessee, any guarantor of this Lease, or any
          partner of Lessee if Lessee is a partnership shall voluntarily file,
          take any action to authorize the filing, or have filed against it
          involuntarily, a petition for liquidation, reorganization, adjustment
          of debt or similar relief under the federal or state bankruptcy or
          insolvency law; (e) a trustee, receiver, or liquidator be appointed
          for Lessee, any guarantor of this Lease, or for all or a substantial
          part of the assets of Lessee or any guarantor; (f) any individual
          Lessee or individual guarantor of this Lease, or partner of Lessee if
          Lessee is a partnership, shall die; (g) an event of default shall
          occur under any other obligation Lessee or any guarantor of this Lease
          owes to Lessor; (h) an event of default by Lessee shall occur under
          any agreement involving Lessee's or a guarantor's indebtedness to a
          lender for borrowed money; or (i) Lessee shall have terminated its
          corporate existence, consolidated with, merged into, or conveyed or
          leased substantially all of its assets as an entity to any person
          unless: (i) such person executes and delivers to Lessor an agreement
          satisfactory in form and substance to

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          Lessor, in its sole discretion, which shall not be reasonably
          withheld, containing such person's effective assumption and its
          agreement to pay, perform, comply with and otherwise be liable for all
          of Lessee's obligations having previously arisen, or then or
          thereafter arising, under this Lease together with any documents,
          Agreements investments, certificates, opinions and filings by Lessor;
          and (ii) Lessor (and any Assignee) is satisfied as to the
          creditworthiness of such person. In the event of a failure to comply
          under A or B the Lessor is required to provide notice of default and
          allow Lessee ten (10) days to cure.

     24.  REMEDIES. Upon the occurrence of an Event of Default and at any time
          thereafter, Lessor or Assignee may exercise from time to time any one
          or more of the following remedies: (a) terminate this Lease as to any
          portion or all of the Equipment; (b) take immediate possession of any
          or all of the Equipment; wherever situated, and for such purpose enter
          upon any premises without liability for so doing; (c) hold, use,
          lease, sell or otherwise dispose of any or all of the Equipment in
          such manner as Lessor in its sole discretion may decide. With respect
          to any exercise of its rights to recover and/or dispose of any
          Equipment, Lessee acknowledges and agrees that Lessor shall have no
          obligation, subject to the requirements of commercial reasonableness,
          to clean up or otherwise prepare the Equipment for disposition; (d)
          accelerate the due date of all remaining rent payments due hereunder
          for the entire remaining Initial Term of this Lease, or any renewal
          term then in effect, whereupon said amounts shall be immediately due
          and payable; (e) recover the sum of: (i) any accrued and unpaid rent,
          plus (ii) the present value of all future rentals reserved in this
          Lease and contracted to be paid over the unexpired Initial Term of
          this Lease (or any renewal period then in effect), discounted at the
          rate of six percent (6%) per annum; plus (iii) the anticipated
          residual value of the Equipment as of the expiration of this Lease or
          any renewal thereof, (iv) any indemnity payment, if then determinable;
          (v) all reasonable costs and expenses incurred by Lessor in any
          repossession, recovery, storage, repair, sale, re-lease or other
          disposition of the Equipment, including but not limited to costs of
          transportation, possession, storage, refurbishing, advertising and
          broker's fees together with all attorney's fees and cost incurred in
          connection therewith or otherwise resulting from Lessee's default
          (including any incurred at trial, on appeal or any other proceeding);
          and (vi) the value of all tax benefits lost to Lessor as a result of
          Lessee's default of the enforcement by Lessor of any remedy; plus
          interest on each of the foregoing at the rate of one and one-half
          (1 1/2%) per month ("default interest") (f) expend such monies as
          Lessor deems appropriate to cure or mitigate the effect of the Event
          of Default, or to protect the Lessor's interest in the Equipment and
          this Lease, with all such sums to be immediately reimbursed to Lessor
          by Lessee; (g) setoff Lessee's security deposit or any other property
          of Lessee held by Lessor against any amount owed by Lessee to Lessor;
          and (h) exercise any other remedy permitted by law, equity or any
          other agreements with Lessee or any guarantor of this Lease. No remedy
          given in this paragraph is intended to be exclusive and each shall be
          cumulative. No express or implied waiver by Lessor of any Event of
          Default shall constitute a waiver of any subsequent Event of Default.

     25.  NOTICES. Any written notices hereunder shall be deemed to have been
          given when delivered personally or deposited in the United States
          mails, postage prepaid, certified mail, return receipt requested, and
          if to Lessee, mailed to its address set forth at the heading of this
          Agreement or to such other address as may be last known to Lessor, and
          if to Lessor, addressed to Carlton Financial Corporation, 7831 Glenroy
          Road, Suite 102, Edina, Minnesota 55439-3313 or such other address as
          Lessor may hereafter specify in a written notice to Lessee.

     26.  LABELING. Lessee shall keep all Equipment free from any marking or
          labeling which might be interpreted as a claim of ownership thereof by
          Lessee or any party other than Lessor or anyone so claiming through
          Lessor. If Lessor requests Lessee shall cause the Equipment to be
          plainly marked or tagged to indicate Lessor's interest in the
          Equipment.

     27.  FURTHER ASSURANCES. Lessee agrees to execute or otherwise authenticate
          and deliver such other documents, records, financing statements or
          instruments necessary to effect the transactions contemplated by this
          Lease or requested by Lessor to document or protect Lessor's ownership
          interest in the Equipment. Lessee authorizes Lessor to file all
          documents (including all ucc financing statements and amendments
          thereto) that Lessor deems necessary to perfect its interest in this
          Lease and Equipment. Lessee shall provide written notice to Lessor not
          less than thirty (30) days prior to any contemplated change in the
          name, jurisdiction of organization or address of the chief executive
          officer of Lessee, or any change in its state organizational
          identification number (if applicable).

     28.  ENTIRE AGREEMENT. This Lease constitutes the entire agreement between
          Lessor and Lessee. This Lease shall not be amended, altered, or
          changed, or any obligation hereunder waived, except by written
          agreement signed by the parties hereto. No agent or employee of Lessor
          shall have the power to waive any of the terms or provisions hereof,
          or to incur additional obligations on behalf of Lessor, unless such
          waiver or additional obligations are evidenced by an agreement in
          writing signed by a duly authorized officer of Lessor and by the
          Lessee. No agent or employee of Lessor shall have the authority to
          receive any payment of rentals or other sums accruing hereunder except
          remittances made payable to the order of Lessor for purposes of
          forwarding same to Lessor, and no agent or employee shall have any
          power to endorse for collection or otherwise any of those remittances.

     29.  SEVERABILITY. If any provision of this Lease is held invalid, that
          invalidity shall not affect the other provisions that can

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          be given without the invalid provisions, and to this end the
          provisions of this Lease are declared to be severable.

     30.  GOVERNING LAW; FORUM; WAIVER OF JURY TRIAL. This Lease shall be deemed
          entered into in Minnesota and governed by the laws of the State of
          Minnesota without regard to the conflicts of laws principal of that
          state. Lessor and Lessee hereby irrevocably consent to the
          nonexclusive personal jurisdiction of and venue in any United States
          or State of Minnesota court sitting in Minneapolis or St. Paul,
          Minnesota over any dispute arising under or involving this Lease or
          any guaranty of the Lessee's obligations under this Lease. LESSOR AND
          LESSEE EACH WAIVES ITS RIGHTS, IF ANY, TO A JURY TRIAL.

     31.  POWER OF ATTORNEY. Lessee irrevocably authorizes and appoints Lessor
          as its attorney in fact to complete, amend and execute on Lessee's
          behalf financing statements in connection with this Lease and to
          conform the description of the property (including serial numbers) and
          any such financing statements or other documentation. Lessee will also
          promptly execute and deliver to Lessor such further documents and take
          further action as Lessor may request to more effectively carry out the
          intent and purpose of this Lease.

          IN WITNESS WHEREOF, the parties hereunto set their hands as of the
          date first written above.

LESSOR:                                   LESSEE:
CARLTON FINANCIAL CORPORATION              THE WHITE HOUSE, INC.


BY:                                       BY:  /s/ Steve Hirsch
---------------------------------         ---------------------------------
TITLE:                                    TITLE: VP, CFO
---------------------------------         ---------------------------------


494559_1

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Master Lease Agreement No.: __________            Lease Schedule No. ___________

Lessor:        CARLTON FINANCIAL CORPORATION
               7831 GLENROY ROAD, SUITE 102
               EDINA, MINNESOTA 55439-3313

Lessee:        THE WHITE HOUSE, INC.
               6711 BAYMEADOW DRIVE
               GLEN BURNIE, MD 21060

Supplier: APROPOS

Description of Equipment:
Quantity             Serial Number               Type and Model Number
                     SEE ATTACHED SCHEDULE A FOR EQUIPMENT


LOCATION OF EQUIPMENT (IF DIFFERENT FROM LESSEE'S ADDRESS)


<Table>
<S>                                          <C>                   <C>                          <C>
                                                                                                  TOTAL COST
                                                                                                $362,811.65

LEASE COMMENCEMENT DATE: 8/1/02                            SCHEDULE OF PAYMENTS                 TOTAL BASIC RENT
                                                                                                $11,620.85

INITIAL TERM IN MONTHS FROM                        INITIAL                BASIC RENTAL
LEASE COMMENCEMENT DATE:   36                      PAYMENT                  PAYMENT             ADVANCE PAYMENT
RENTAL PAYMENT PERIOD                        Due Date:  1st and Last No. 2-35                   $23,241.70
                                             Amount:               at:  $11,620.85
                                             $23,241.70            Due on 1st day of
/X/ Monthly       / / Annually                                     the month                    SECURITY DEPOSIT
/ / Quarterly     / / Other - see            PLUS APPLICABLE       PLUS APPLICABLE SALES        $
/ / Semi-annually   additional provisions    SALES AND USE TAX     AND USE TAX
</Table>

ADDITIONAL PROVISIONS

1.   INCORPORATION OF THE STANDARD TERMS AND CONDITIONS. This Lease Schedule
     incorporates the terms and conditions of the Master Lease Agreement dated
     _____________________ between Lessor and Lessee. Capitalized terms used in
     this Lease Schedule and not otherwise defined shall have the meanings
     ascribed thereto in the Master Lease Agreement.

2.   PURCHASE OPTION. PROVIDED THERE ARE NO CONTINUING EVENTS OF DEFAULT,
     LESSEE MAY AT THE END OF THE LEASE TERM PURCHASE THE EQUIPMENT FOR $1.00.

3.   ENTIRE AGREEMENT. This Lease Schedule, together with the incorporated terms
     and conditions contained in the Master Lease Agreement, constitutes the
     entire agreement between Lessee and Lessor and supersedes all prior and
     contemporaneous writings, understandings, and agreements. No waiver,
     consent, modification or change of terms of this Lease shall bind either
     party unless in writing signed by both parties, and then such waiver,
     consent, modification, or change shall be effective only in the specific
     instance and for the specific purpose given. Any terms and conditions of
     any purchase order or other documents submitted by Lessee in connection
     with this Lease which are in addition to or inconsistent with the terms and
     conditions of this Lease will not be binding on Lessor and will not apply
     to this Lease. Lessee by the signature below of its authorized

<Page>

     representative acknowledges that it has read this Lease Agreement,
     understands it, and agrees to be bound by its terms and conditions.

DATED:
      ----------------------------

Lessor: CARLTON FINANCIAL CORPORATION       LESSEE: THE WHITE HOUSE, INC.

By:                                         By: /s/ Steve Hirsch
    --------------------------------------      --------------------------------
Its:                                        Its: Vice President Finance &
    -------------------------------------       Administration, CFO
                                                -------------------------------

494514_1

<Page>

                                    EXHIBIT A

                 SCHEDULE A OF EQUIPMENT TO LEASE SCHEDULE NO. 1
                   TO MASTER LEASE AGREEMENT DATED __________
                 BETWEEN CARLTON FINANCIAL CORPORATION (LESSOR)
                       AND THE WHITE HOUSE, INC., (LESSEE)

VENDOR:

<Table>
<Caption>
QTY       DESCRIPTION
<S>       <C>
1         EVO D500 DT P4 1.7 20G8 128MB
1         KDS 15IN .28 50 HZ 1024X768
1         MULTITECH 33.6 EXT FAX MODEM
1         US ROBOTICS 33.6 EXT. FAX MODEM
1         HP 940C DESK JET 600DPI
1         256MB SYNCH DRAM 133MHZ DIMM
1         CPQ ML570T X900-2MB CACHE DUAL
2         CPQ P3900 X 2MB CPU KIT F/570
2         CPQ 2GB PC 100 SDRAM KIT 4X512
4         CPQ 36GB 56K SCSI UB UNIVERSAL
1         CPQ 431 SMART ARRAY CONTROLLER
1         LINKSYS PROCONNECT SWITCH BOX
3         LINKSYS PS2 CABLE KIT F/11770
1         CPQ 20/40GB DDS4 INT DAT DRIVE
10        SONY DDS4 20/40G DAT TAPE 150M
1         APC SMART UPS 3000VA 120V
1         CPQ ML350 G21.13GHZ 512/126MB
1         CPQ 512 MB PC133MHZ SDRAM ML350
2         CPQ 36GB HP ULTRA3 10K UNIVERS
1         CPQ 431 SMART ARRAY CONTROLLER
1         COMPUTONE RAS 2004
1         INF METACUBE ROLAP 19 USER
1         APROPOS CUBED
1         WINDOWS 2000 SERVER ED 10 USER
1         WINDOWS 2000 SERVER 5 CLIENT
1         CPQ 40/80G INT DLT TAPE DRIVE
1         CPQ DLT 40/80GB TAPES 21 PK
1         CPQ 256MB PC133MHZ SDRAM ML350
15        APROPOS CUBED
7         APROPOS CUBED
2         CPQ 36GB HP ULTRA3 10K UNIVERS
2         CPQ 512MB PC133MHZ SDRAM ML350
1         CPQ ML350 G21.13GHZ 512/128MB
1         CPQ431 SMART ARRAY CONTROLLER
</Table>

<Page>

<Table>
<S>       <C>
1         CPQ 20/40GB DDS4 INT DAT DRIVE
1         COMPUTONE RAS 16 PROT INTELLIS
10        SONY DDS4 20/40G DAT TAPE 150M
5         MULTITECH 56K EXT FAX MODEM
6         COMPUTONE RJ45-DB25MODEM GOLD
1         MULTITECH 33.6 EXT FAX MODEM
2         DB25M-DB9F SERIAL MODEM CABLE
1         MAS90 GENERAL LEDGER
1         MAS90 E/U SUBSCRIPTION PLAN
1         MAS90 BANK RECONCILIATION
1         FRX 1 USER
1         MAS 200 SYS SETUP
1         MAS90 C/S VISUAL INTEGRATOR
1         MAS90 LIBRARY MASTER LICENSE
1         MAS90 CUSTOM OFFICE
1         MAS90 CS ADD'L 5 USER LICENSE
1         MAS90 ACCOUNTS PAYABLE
26        INFORMIX IDS 1 USER
26        INFORMIX ASSURANCE F/IDS
26        INFORMIX D4GL RT 1 USER
26        INFORMIX ASSUANCE F/D4GL
1         INFORMIX SQL DEV1U
1         INFORMIX SQL ASSURANCE F/DEV1U
1         RED HAT LINUX 6.0 FOR INTEL
2         BACKUP EDGE FOR LINUX/SCO UNIX
1         VSI FAX GOLD FOR LINUX
1         ZIP/SALES TAX DB MONTHLY UPDATE
1         APPOPOS CORPORATE LICENSE
1         APPOPOS ALLOCATION MODULE
1         APROPOS TRANSFERS PLUS
1         APROPOS OPEN TO BUY MODULE
1         APROPOS 101 CDROM CB TRAINING
1         APROPOS METACUBE CB TRAINING
1         APROPOS LIBRA LOSS PREVENTION
3         CUSTOM CONFIGURATION
</Table>

<Page>

                          CORPORATE LEASING RESOLUTION

STATE OF MINNESOTA

COUNTY OF HENNEPIN

     I, Patricia Darrow Smith do hereby certify that I am the duly elected
and qualified Secretary of The White House, Inc., a Maryland corporation;
that the following is a true and correct copy of resolutions duly adopted by
the Board of Directors of said Corporation at a meeting of said Board of
Directors convened and held in accordance with the By-Laws of said
Corporation on the 23RD day of MAY, 2002, and that said resolutions are now
in full force and effect:

               "RESOLVED, that STEPHEN HIRSCH, as VP Finance & Administration,
     CFO of this Corporation be, and he hereby is, authorized and directed to
     negotiate, execute and deliver on behalf of this Corporation a lease
     agreement with CARLTON FINANCIAL CORPORATION whereby this Corporation will
     lease

                                Various Equipment

     on terms and conditions which shall be determined by said officers to be
     advisable and in the best interest of this Corporation, and the execution
     of such lease agreement by said officers shall be conclusive evidence of
     their approval thereof.

          Said above-mentioned parties are further authorized and empowered to
     deliver and pledge as collateral security for the payment of any such
     leases, such assets of the Corporation as may be required and agreed upon
     between the above-referred to officers and Carlton Financial Corporation as
     Carlton Financial Corporation may require.

          BE IT FURTHER RESOLVED, that the Secretary be and he hereby is
     authorized to furnish Carlton Financial Corporation a certified copy of
     these resolutions."

     IN WITNESS WHEREOF, I have affixed my name as Secretary of said Corporation
and have caused the Corporate Seal of said Corporation to be hereunto affixed
this 12TH day JULY, 2002.

Affix Corporate Seal Here

                                     /s/ Patricia Darrow Smith
                                     -----------------------------
                                     (Secretary of Corporation)

                                     to be attested by someone other than
                                     signer on documents

<Page>

                                                             DATE: 7-10-02
                                                             LEASE NO. _________

FROM:     The White House, Inc.
          6711 Baymeadow Drive
          Glen Burnie, MD 21060

TO:       Insurance Carrier's Name: BROKER: SCHOENFELD INSURANCE ASSOCIATES

          Insurance Contact with Phone #: Matt Schuller 410-727-3272
                                 Fax #: 410-837-6045

          Policy Number: ______________________________________________

          Address: 110 E. Lombard Street
                   Baltimore MD 21202



To Whom It May Concern:

     We have entered into a lease agreement with Carlton Financial Corporation
for the equipment shown below. This equipment is located at:

                                  Same as above

     This is a net lease and we are responsible for the insurance cost. Please
see that we have immediate coverage and notify Carlton Financial Corporation at
once. Kindly send a copy of the insurance policy to Carlton Financial
Corporation. The Lease requires Property Damage Coverage and Loss Payee Clause.
Liability Coverage and Additional Insured Clause with endorsements in their
favor attached. PLEASE LIST CARLTON FINANCIAL CORPORATION AND/OR ITS ASSIGNS AS
CERTIFICATE HOLDER.

YOUR IMMEDIATE ATTENTION IS REQUESTED.

EQUIPMENT TO BE INSURED:                              COST: $362,811.65
See Attached Schedule A of Equipment


                                              By: /s/ Steve Hirsch
                                                  ------------------------

Mail to:  Carlton Financial Corporation and/or its assigns
          7831 Glenroy Road, Suite 102
          Edina, MN 55439-3115

<Page>

                          ACKNOWLEDGEMENT AND AGREEMENT

     THE WHITE HOUSE, INC., ("Lessee"), a Maryland corporation, hereby
acknowledges notice of the Assignment of Schedule No. 1 to the Master Lease
Agreement (as may be amended from time to time, the "Lease") dated __________,
__________, between CARLTON FINANCIAL CORPORATION, as lessor and Lessee as
lessee to Security State Savings (the "Bank"), and to induce the Bank to accept
such Assignment, agrees as follows:

     1.   Lessee acknowledges that CARLTON FINANCIAL CORPORATION ("Lessor") has
assigned to the Bank beneficial ownership of the Lease, a true, correct and
complete copy of which is attached hereto, but that it has not assigned and the
Bank has not assumed any of the obligations of the Lessor under the Lease.
Accordingly, Lessee will continue to look to Lessor rather than the Bank for the
performance of the obligations of Lessor under the Lease.

     2.   Lessee agrees to pay all remaining rentals provided for in the Lease
to the Lessor, without offset or reduction of any kind, for the benefit of and
remittance to the Bank. The Bank may from time to time instruct Lessee to make
payments under the Lease directly to the Bank or another party, and Lessee
agrees to make such payments as so directed by the Bank.

     3.   Lessee agrees that it shall not terminate the Lease (except as
provided in the Lease) and shall not amend the Lease without the prior written
consent of the Bank.

     4.   Lessee agrees to the Assignment of the Lease to the Bank by Lessor
notwithstanding any prohibition in the lease.

     5.   Lessee understands that the Bank makes no express or implied
warranties or representations as to any matter whatsoever, including, without
limitation, the condition of the Equipment (as defined in the Lease), its
marketability, or its fitness for any particular purpose. All of the Equipment
has been delivered to Lessee, and Lessee has found the equipment to be
satisfactory and has accepted it for all purposes of the Lease.

     6.   Lessee acknowledges that 34 rentals of $11,620.85 (plus applicable
taxes, if any) remain in the term of the Lease, and that the first rental is due
on September 1, 2002, and the final rental under the Lease will be due on June
1, 2005.

     IN WITNESS WHEREOF, Lessee has caused this Acknowledgement and Agreement to
be executed by its duly authorized officer as of the date set forth below.

                           By: /s/ Steve Hirsch
                              ----------------------------------------
                           Its: VP, CFO
                               ---------------------------------------
                           Date: 7-11-02
                                --------------------------------------