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LINC CAPITAL, INC.                             LINC Capital, Inc.
MASTER LEASE AGREEMENT                         303 East Wacker Drive, #1000
                                               Chicago, Illinois 60601
                                               (312) 946-1000
Lessee:  PERFORMANCE PHARMACY SYSTEMS, INC.    Master Lease Agreement No.  7193
Address: MEDICATION MANAGEMENT SYSTEMS, INC.
         D/B/A "LIFESERV TECHNOLOGIES" AND
         LIFESERV TECHNOLOGIES, INC
         Jointly and severally, as Co-Lessees
         12920 Automobile Blvd.                          Date: February 23, 1998
         Clearwater, Florida  34622

LINC  Capital,  Inc.  ("Lessor")  hereby leases to Lessee and Lessee leases from
Lessor,  in accordance with the terms and conditions  hereinafter set forth, the
equipment  and property  purchased  by Lessor for lease to the Lessee  hereunder
together with all replacement  parts,  additions,  accessories,  alterations and
repairs incorporated therein or now or hereafter affixed theretoAdd-on Items (as
defined herein) (herein collectively  referred to as the "Equipment")  described
in each  Schedule  which may be  executed by Lessor and Lessee from time to time
(individually a "Schedule" and collectively, the "Schedules"),  each of which is
made a part hereof.  For all purposes of this Master Lease Agreement  ("Lease"),
each  Schedule  relating  to one or more  items of  Equipment  shall be deemed a
separate lease  incorporating  all of the terms and provisions of this Lease. In
the  event of a  conflict  between  the  terms of this  Lease  and the terms and
conditions of an Schedule, the terms and conditions of the Schedule shall govern
and control that Schedule.

1. Term and Rental.  The term of this Lease (the  "Initial  Lease Term") for any
item of Equipment  shall be set forth in the  Schedule  relating to such item of
Equipment and shall commence (the  "Commencement  Date") on the Acceptance Date.
The  "Acceptance  Date" with respect to each Schedule shall be the applicable of
either:  (1) the date of delivery to Lessee of all of the Equipment to be leased
thereunder;  (2) in the case of  Equipment  which is the  subject  of a sale and
leaseback  between Lessor and Lessee,  the date upon which Lessor purchases such
Equipment from Lessee; or (3) in the case of Equipment  requiring  installation,
the date of installation of the Equipment.  If the Acceptance Date is other than
the first day of a calendar  quarter,  then the Commencement Date of the Initial
Lease  Term set forth in any  Schedule  shall be the  first day of the  calendar
quarter  following the month which includes the Acceptance Date and Lessee shall
pay to Lessor,  in addition to all other sums due hereunder,  an amount equal to
one-thirtieth  of the amount of the  average  monthly  rental  payment due or to
become due  hereunder  multiplied  by the number of days from and  including the
Acceptance Date to the Commencement  Date of the Initial Lease Term set forth in
the Schedule.  During the entire Initial Lease Term and any extension or renewal
of the term of this Lease,  Lessee  agrees to pay the total rental due hereunder
which shall be the total amount of all rental payments set forth in the Schedule
plus such  additional  amounts as may become due  hereunder  or  pursuant to any
written  modification  hereof or additional written agreement hereto.  Except as
otherwise specified in the Schedule,  rental payments payable hereunder shall be
due  monthly  and shall be  payable  in  advance  on the first day of each month
during  the  term of this  Lease  beginning  with the  Commencement  Date of the
Initial  Lease Term.  All rental  payments  due  hereunder  shall be sent to the
address of the Lessor specified in this Lease or in the Schedule or as otherwise
directed by the Lessor in writing.  Rental  payments or any other  payments  due
hereunder  not made by their  scheduled  due date shall be overdue  and shall be
subject to a service  charge in an amount equal to two percent (2%) per month or
the maximum rate permitted by law whichever is less (the "Service  Charge Rate")
applied  to amount of the  overdue  payments  from the date due until  paid.  If
Lessor shall at any time accept a rental payment after it shall become due, such
acceptance  shall not  constitute  or be  construed as a waiver of any or all of
Lessor's rights hereunder,  including without  limitation those rights of Lessor
set forth in Sections 12 and 13 hereof.

2. Title.  This is an agreement of lease only.  Except as otherwise  provided in
any applicable Schedule,  Lessee shall have no right, title or interest in or to
the Equipment leased  hereunder,  except as to the lawful use thereof subject to
the terms and  conditions  of this  Lease.  All of the  Equipment  shall  remain
personal  property (whether or not the Equipment may at any time become attached
or affixed to real  property).  The  Equipment  is and shall remain the sole and
exclusive   property  of  Lessor  or  its  assignees.   All  replacement  parts,
modifications,  repairs, alterations, additions and accessories now or hereafter
incorporated  in or  affixed  to the  Equipment  whether  before  or  after  the
Commencement  Date  (herein  collectively  called  "Add-on  Items")  are  hereby
included in the  definition  of  "Equipment".  All Add-on Items shall become the
property of Lessor upon being so  incorporated  or affixed to the  Equipment and
shall be returned  to Lessor as  provided in Section 3 (other than  alterations,
additions and  accessions  that are attached or affixed by Lessee with notice to
Lessor after the  Commencement  Date for which the Lessor has not given value or
purchased and which are readily  removable by Lessee from the Equipment  without
any diminution of value or functionality to the Equipment).  Upon the request of
Lessor,  Lessee will affix to the Equipment labels or other markings supplied by
Lessor indicating its ownership of the Equipment and shall keep the same affixed
for the entire term of this Lease. Lessee agrees to promptly execute and deliver
or cause to be executed and delivered to Lessor and Lessor is hereby  authorized
to record or file,  any  statement  and/or  instrument  reasonably  requested by
Lessor for the purpose of showing Lessor's interest in the Equipment,  including
without limitation,  financing statements, security agreements, and waivers with
respect to rights in the  Equipment  from any owners or  mortgagees  of any real
estate  where the  Equipment  may be located.  In the event that Lessee fails or
refuses to execute and/or file Uniform  Commercial Code financing  statements or
other  instruments or recordings  which Lessor or its assignee  reasonably deems
necessary  to perfect or  maintain  perfection  of  Lessor's  or its  assignee's
interests   hereunder,   Lessee  hereby  appoints  Lessor  as  Lessee's  limited
attorney-in-fact  to execute and record all  documents  necessary  to perfect or
maintain the perfection of Lessor's interests hereunder. Lessee shall pay Lessor
for any costs or fees  relating  to any  filings  hereunder  including,  but not
limited  to  actual  out  of  pocket  costs,   fees,   searches,   documentation
preparation, documentary stamps, privilege taxes and reasonable attorneys' fees.
If any item of Equipment  includes computer software  purchased by Lessor or for
which Lessor has given Lessee  value,  Lessee shall upon request made by Lessor,
execute and deliver and shall cause Seller (as  hereinafter  defined) to deliver
all such  documents as are  necessary to  effectuate  assignment of all software
licenses to Lessor.

3.  Acceptance  and  Return of  Equipment.  Lessor  shall,  at any time prior to
unconditional  acceptance of all  Equipment by Lessee,  have the right to cancel
this Lease with respect to such  Equipment  (and if the Equipment or any portion
thereof  has not  previously  been  delivered,  Lessor may refuse to pay for the
Equipment  or any portion  thereof or refuse to cause the same to be  delivered)
if: (a) the  Acceptance  Date with respect to any item of Equipment to be leased
pursuant  to any  Schedule  has not  occurred  within  ninety  (90)  days of the
estimated  Acceptance  Date set forth in such Schedule or (b) there shall be, in
the reasonable  judgment of Lessor,  a material  adverse change in the financial
condition  or  credit  standing  of  Lessee  or of  any  guarantor  of  Lessee's
performance  under  this  Lease  since  the  date of the most  recent  financial
statements  of  Lessee  or of such  guarantor  submitted  to  Lessor.  Upon  any
cancellation  by  Lessor  pursuant  to this  Section  or the  provisions  of any
Schedule,  Lessee  shall  forthwith  reimburse to Lessor all sums paid by Lessor
with respect to such Equipment plus all costs and expenses of Lessor incurred in
connection  with such  Equipment  and any  interest or rentals due  hereunder in
connection  with such  Equipment and shall pay to Lessor all other sums then due
hereunder,  whereupon  if Lessee is not then in default and has fully  performed
all of its obligations hereunder,  Lessor will, upon request of Lessee, transfer
to Lessee without warranty or recourse any rights that Lessor may then have with
respect to such Equipment.

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Lessee agrees to promptly  execute and deliver to Lessor (in no event later than
15 days after the  Acceptance  Date) a confirmation  by Lessee of  unconditional
acceptance  of the  Equipment  in the form  supplied by Lessor  (the  "Equipment
Acceptance").  Lessee  agrees,  before  execution  of  the  aforesaid  Equipment
Acceptance,  to inform Lessor in writing of any defects in the Equipment,  or in
the  installation  thereof,  which have come to the  attention  of Lessee or its
agents and which might give rise to a claim by Lessee  against the Seller or any
other  person.  If Lessee  fails to give notice to Lessor of any such defects or
fails to deliver to Lessor the Equipment Acceptance as provided herein, it shall
be deemed an  acknowledgment by Lessee (for purposes of this Lease only) that no
such  defects  in the  Equipment  or its  installation  exist  and it  shall  be
conclusively  presumed,  solely as between  Lessor and its assignees and Lessee,
that such  Equipment  has been  unconditionally  accepted  by  Lessee  for lease
hereunder.

Except  as  otherwise   provided  in  any  Schedule,   upon  expiration  or  the
cancellation  or termination of the Lease with respect to any Equipment,  Lessee
shall return the  Equipment to Lessor as provided  herein.  Lessee shall provide
Lessor with not less than ninety (90) days prior written notice of its intention
to return  the  Equipment  upon  expiration  of the  Initial  Lease  Term.  Upon
expiration or the  cancellation  or termination of the Lease with respect to any
Equipment, Lessee shall, at its own expense, assemble, crate, insure and deliver
all of the  Equipment  and  all of the  service  records  and all  software  and
software  documentation subject to this Lease and any Schedules hereto to Lessor
in the same good condition and repair as when received, reasonable wear and tear
resulting only from proper use thereof excepted, to such reasonable  destination
within the continental United States as Lessor shall designate with all packing,
drayage  and  freight  charges to the return  destination  designated  by Lessor
pre-paid by Lessee with evidence of transit  insurance on all items of Equipment
at their original Cost.  Lessee shall,  immediately prior to such return of each
item of Equipment or commercial  unit of  Equipment,  provide to Lessor a letter
from  the  manufacturer  of  the  equipment  or  another  service   organization
reasonably  acceptable  to Lessor  certifying  that said item is in good working
order,  with  reasonable  wear and tear  resulting  only from proper use thereof
excepted,  whether  such item is eligible  for a  maintenance  agreement by such
manufacturer,  and all software and related attachments are included thereon. If
any computer software requires  relicensing when removed from Lessee's premises,
Lessee shall bear all costs of such relicensing.  Except as otherwise  expressly
provided in the  Schedule,  if Lessee fails for any reason to provide the notice
set forth above or Lessee fails to  redeliver  the  Equipment  back to Lessor in
accordance  with the terms set  forth  above,  Lessee  shall pay to  Lessor,  at
Lessor's  election,  an amount equal to the highest monthly payment set forth in
the  Schedule  for a period of not less than  three (3) months and at the end of
such period of time ("Holdover Period").  Except as otherwise expressly provided
in the Schedule,  if Lessee fails or refuses to return the Equipment as provided
herein  at the end of any  Holdover  Period,  Lessee  shall  pay to  Lessor,  at
Lessor's option, an amount equal to the highest monthly rental payment set forth
in the Schedule for each month or portion  thereof,  until Lessee so returns the
Equipment to Lessor.  Should Lessor permit use by Lessee of any Equipment beyond
the Initial Lease Term,  or, if applicable,  any exercised  extension or renewal
term, the lease  obligations  of Lessee shall  continue and such  permissive use
shall not be construed as a renewal of the term  thereof,  or as a waiver of any
right or continuation of any obligation of Lessor hereunder, and Lessor may take
possession of any such Equipment at any time upon demand.

4.  Disclaimer of  Warranties.  LESSEE HAS  EXCLUSIVELY  SELECTED AND CHOSEN THE
TYPE, DESIGN,  CONFIGURATION,  SPECIFICATION AND QUALITY OF THE EQUIPMENT HEREIN
LEASED AND THE VENDOR, DEALER, SELLER,  MANUFACTURER OR SUPPLIER THEREOF (HEREIN
COLLECTIVELY  CALLED "SELLER"),  AS SET FORTH IN THE SCHEDULES.  LESSOR MAKES NO
REPRESENTATION  OR  WARRANTY,  EITHER  EXPRESS  OR  IMPLIED,  AS TO  ANY  MATTER
WHATSOEVER,  INCLUDING WITHOUT LIMITATION,  THE CONDITION OF THE EQUIPMENT,  ITS
MERCHANTABILITY  OR ITS  FITNESS,  ADAPTABILITY,  ANY IMPLIED  WARRANTY OF QUIET
ENJOYMENT OR NON-INTERFERENCE  OR SUITABILITY FOR ANY PARTICULAR  PURPOSE,  AND,
LESSEE  LEASES,  HIRES  AND  RENTS  THE  EQUIPMENT  AAS IS,  WHERE  IS."  Lessee
understands and agrees that neither Seller, nor any agent of Seller, is an agent
of Lessor or is in any manner authorized to waive or alter any term or condition
of this  Lease.  Lessor  shall not be liable for any loss or damage  suffered by
Lessee or by any other  person or entity,  direct or indirect or  consequential,
including,  but not limited to, business  interruption  and injury to persons or
property, resulting from non-delivery or late delivery, installation, failure or
faulty  operation,  condition,  suitability  or use of the  Equipment  leased by
Lessee  hereunder,  or for any  failure of any  representations,  warranties  or
covenants  made by the  Seller.  Any  claims of Lessee,  with  respect to claims
discussed in the preceding sentences, shall not be made against Lessor but shall
be made, if at all, solely and exclusively  against Seller, or any persons other
than the Lessor.  Lessor hereby  authorizes Lessee to enforce during the term of
this  Lease,  in  its  name,  but at  Lessee's  sole  effort  and  expense,  all
warranties,  agreements or representations,  if any, which may have been made by
Seller to Lessor or to Lessee,  and Lessor  hereby  assigns to Lessee solely for
the limited purpose of making and  prosecuting any such claim,  all rights which
Lessor may have  against  Seller for breach of warranty or other  representation
respecting the Equipment.

5. Care,  Transfer  and Use of  Equipment.  Lessee,  at its own  expense,  shall
maintain the Equipment in good  operating  condition,  repair and  appearance in
accordance  with Seller's  specifications  and in  compliance  with all laws and
regulations  applicable  to the  Equipment,  Lessee and its  business  and shall
protect the Equipment from  deterioration  except for  reasonable  wear and tear
resulting only from proper use thereof.  When generally  offered with respect to
the Equipment, Lessee shall, at its expense, keep a maintenance contract in full
force and  effect,  throughout  the term of this Lease and any  Schedule  hereto
unless otherwise  agreed on the Schedule.  The disrepair or inoperability of the
Equipment  regardless  of the  cause  thereof  shall not  relieve  Lessee of the
obligation  to pay rental  hereunder.  Lessee  shall not make any  modification,
alteration or addition to the Equipment (other than normal operating accessories
or  controls).  Lessee  will not,  and will not  permit  anyone  other  than the
authorized  field  engineering  representatives  of Seller or other  maintenance
organization   reasonably   acceptable  to  Lessor  to  effect  any  inspection,
adjustment,  preventative  or remedial  maintenance  or repair to the Equipment.
Lessee may not (a) relocate or operate the Equipment at locations other than the
premises of Lessee specified in the applicable Schedule (the "Premises"), except
with Lessor's prior written consent, which shall not be unreasonably withheld if
such other location within the continental  United States, or (b) SELL,  CONVEY,
TRANSFER,  ENCUMBER, PART WITH POSSESSION OF, OR ASSIGN ANY ITEM OF EQUIPMENT OR
ANY OF ITS RIGHTS  HEREUNDER,  AND ANY SUCH PURPORTED  TRANSACTION SHALL BE NULL
AND VOID  AND OF NO  FORCE  OR  EFFECT.  In the  event  of a  relocation  of the
Equipment or any item thereof to which Lessor consents, all costs (including any
additional property taxes or other taxes and any additional expense of insurance
coverage)  resulting from any such relocation,  shall be promptly paid by Lessee
upon presentation to Lessee of evidence  supporting such cost. Lessor shall have
the right  during  normal  hours upon  reasonable  notice to Lessee,  subject to
applicable laws and regulations, to enter Lessee's Premises in order to inspect,
observe,  affix  labels  or other  markings,  or to  exhibit  the  Equipment  to
prospective  purchasers  or future  lessees  thereof,  or to  otherwise  protect
Lessor's interest therein.

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6. Net  Lease.  THIS  LEASE  AND ANY  SCHEDULE  HERETO IS A NET  LEASE,  AND ALL
PAYMENTS  HEREUNDER ARE NET TO LESSOR.  All taxes,  assessments,  licenses,  and
other charges (including,  without limitation personal property taxes and sales,
use and leasing taxes and penalties and interest on such taxes) imposed,  levied
or assessed on the ownership,  possession, rental or use of the Equipment during
the term of this Lease and any Schedule  hereto (except for Lessor's  federal or
state net  income  taxes)  shall be paid by Lessee  when due and before the same
shall become delinquent,  whether such taxes are assessed or would ordinarily be
assessed against Lessor or Lessee.  To the extent possible under applicable law,
for  personal  property or ad valorem tax return  purposes  only,  Lessee  shall
include the  Equipment  on such  reports and returns as may be required by local
law, which returns shall be timely filed by it. Lessee shall provide Lessor with
evidence that Lessee has complied with the foregoing  provisions.  In any event,
Lessee shall file all tax returns  required for itself or Lessor with respect to
the  Equipment  and  this  Lease  and  Lessor  hereby  appoints  Lessee  as  its
attorney-in-fact  for such purpose.  In case of failure by Lessee to so pay said
taxes, assessments, licenses or other charges, Lessor may pay all or any part of
such items,  in which event the amount so paid by Lessor  including any interest
or  penalties  thereon  and  reasonable  attorneys'  fees  incurred by Lessor in
pursuing its rights against  Lessee or defending  against any claims or defenses
asserted by or through Lessee shall be  immediately  paid by Lessee to Lessor as
additional rental hereunder.  Lessee shall promptly pay all costs,  expenses and
obligations  of every kind and nature  incurred  in  connection  with the use or
operation of the Equipment which may arise or become due during the term of this
Lease and any Schedule hereto,  whether or not specifically mentioned herein. In
case of failure  by Lessee to comply  with any  provision  of this Lease and any
Schedule hereto, Lessor shall have the right, but not the obligation,  to effect
such  compliance  on behalf of Lessee.  In such  event,  all costs and  expenses
incurred by Lessor in effecting such compliance shall be immediately  payable by
Lessee to Lessor as additional rental hereunder.

7.  Indemnity.  Lessee shall at its expense:  (i) indemnify,  protect and defend
Lessor's title to the Equipment from and against all persons claiming against or
through Lessee;  (ii) at all times keep the Equipment then subject to this Lease
free from any and all  liens,  encumbrances,  attachments,  levies,  executions,
burdens,  charges or legal process of any and every type whatsoever;  (iii) give
Lessor immediate  written notice of any breach of this Lease described in clause
(ii); and (iv)  indemnify,  protect and save Lessor harmless from any loss, cost
or expense (including  reasonable attorneys' fees) caused by the Lessee's breach
of any of the provisions of this Lease,  whether  incurred by Lessor in pursuing
its rights against Lessee or defending  against any claims or defenses  asserted
by or through  Lessee.  Lessee shall and does hereby agree to indemnify,  defend
and hold Lessor and its assigns harmless from and against any and all liability,
loss, costs, injury, damage,  penalties,  suits,  judgements,  demands,  claims,
expenses and disbursements (including without limitation,  reasonable attorneys'
fees  incurred  by Lessor in pursuing  its rights  against  Lessee or  defending
against  any  claims or  defenses  asserted  by or  through  Lessee) of any kind
whatsoever  arising out of, on account of, or in connection  with this Lease and
the Equipment leased hereunder,  including, without limitation, its manufacture,
selection, purchase, delivery, rejection,  installation,  ownership, possession,
leasing,  renting,  operation,  control, use, maintenance and the return thereof
except for any such claims or damages from Lessor's gross  negligence or willful
misconduct.  This  indemnity  shall  survive the  Initial  Lease Term or earlier
cancellation or termination of this Lease and any Schedule hereto.

8.  Insurance.  Commencing  on the date that  risk of loss or  damage  passes to
Lessor from the Seller of any Equipment  covered under this Lease and continuing
until Lessee has  re-delivered  possession  of the  Equipment to Lessor,  Lessee
shall,  at its own  expense,  keep the  Equipment  (including  all Add-on  Items
thereto)  insured  against  all risks of loss or damage from every and any cause
whatsoever  in such  amounts  (but in no  event  less  than the  greater  of the
replacement  value  thereof or the amount set forth in any  applicable  Casualty
Schedule,  whichever is higher) with such deductibles and exclusions as approved
by Lessor and in such form as is  reasonably  satisfactory  to Lessor.  All such
insurance policies shall protect Lessor and Lessor's  assignee(s) as loss payees
as their  interests  may appear.  Lessee shall also,  at its own expense,  carry
public  liability  insurance,   with  Lessor  and  Lessor's  assignee(s)  as  an
additional  insured,  in such amounts with such companies and in such form as is
reasonably  satisfactory to Lessor, with respect to injury to person or property
resulting from or based in any way upon or in any way connected with or relating
to the  installation,  use or alleged  use,  or  operation  of any or all of the
Equipment, or its location or condition.

Not less than ten days prior to the  Acceptance  Date,  Lessee shall  deliver to
Lessor  satisfactory  evidence  of such  insurance  and  shall  further  deliver
evidence  of renewal of each such policy not less than thirty (30) days prior to
expiration thereof. Each such policy shall contain an endorsement providing that
the insurer will give Lessor not less than thirty (30) days prior written notice
of the effective date of any alteration,  change, cancellation,  or modification
of such  policy or the  failure by Lessee to timely pay all  required  premiums,
costs or charges with respect thereto. Upon Lessor's request, Lessee shall cause
its  insurance  agent(s) to execute and  deliver to Lessor Loss  Payable  Clause
Endorsement  and  Additional  Insured  Endorsement  (bodily  injury and property
damage liability  insurance) forms provided to Lessee by Lessor.  In case of the
failure to procure or maintain such insurance,  Lessor shall have the right, but
not the  obligation,  to obtain such  insurance  and any premium  paid by Lessor
shall be  immediately  due and  payable by Lessee to Lessor as  additional  rent
hereunder.  The  maintenance of any policy or policies of insurance  pursuant to
this Section shall not limit any  obligation or liability of Lessee  pursuant to
Sections 7 or 9 or any other provision of this Lease and any Schedule hereto.

9. Risk of Loss.  Until such time as the  Equipment is returned and delivered to
and accepted by Lessor at the expiration of this Lease, pursuant to the terms of
this Lease and any Schedule  hereto,  Lessee  hereby  assumes and shall bear the
entire risk of loss,  damage,  theft and  destruction of the  Equipment,  or any
portion  thereof,  from  any  cause  whatsoever   ("Equipment  Loss").   Without
limitation of the  foregoing,  no Equipment Loss shall relieve Lessee in any way
from its obligations  hereunder.  Lessee shall promptly notify Lessor in writing
of any Equipment  Loss. In the event of any such Equipment  Loss,  Lessee shall:
(a) in the event Lessor  determines  such Equipment to be  repairable,  promptly
place, at Lessee's expense, the Equipment in good repair,  condition and working
order in accordance  with Seller's  specifications  and to the  satisfaction  of
Lessor; or (b) in the event of an actual or constructive  total loss of any item
of Equipment, at Lessor's option: (i) promptly replace, at Lessee's expense, the
Equipment  with like equipment of the same or a later model with the same Add-on
Items as the  Equipment,  and in good  repair,  condition  and working  order in
accordance with the Seller's  specifications  and to the satisfaction of Lessor;
or (ii)  immediately pay to Lessor the amount obtained by multiplying the actual
Equipment  Cost  as  specified  in the  applicable  Schedule  by the  percentage
contained in any  applicable  Casualty  Schedule for the date of such  Equipment
Loss plus, any unpaid rentals or any amounts due hereunder.

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If no Casualty  Schedule  has been made a part of any  applicable  Schedule,  an
amount equal to the present value of the total amount of unpaid  rentals and all
other  amounts due and to become due under any  applicable  Schedule  during the
term  thereof  as of the  date of any  payment,  discounted  at a rate  equal to
discount rate of the Federal Reserve Bank of Chicago as of the Commencement Date
of the Lease with respect to each applicable Schedule, plus an additional amount
equal to the  estimated  fair market  value of the  Equipment  at the end of the
Initial Lease Term applicable to such Equipment (the "End of Term Value"). In no
event shall the amount of such End of Term Value for the  Equipment be less than
twenty  percent  (20%) of the  actual  cost of the  Equipment  unless a purchase
option is granted (or other end of term  payment is  required)  under this Lease
for other than the fair market value of the Equipment  then the actual amount of
such  Purchase  Option  Price (or other end of term  payment)  specified  in the
applicable  Equipment  Schedule shall be due and payable to Lessor as the End of
Term Value under this section or such lesser or greater amount  specified in the
applicable Schedule.

In the event  Lessee is required to repair or replace any such item of Equipment
pursuant to Subsections (a) or (b)(i) of the preceding  sentence,  the insurance
proceeds  received  by Lessor,  if any,  pursuant to Section 8, after the use of
such funds to pay any unpaid amounts then due hereunder, shall be paid to Lessee
or, if  applicable,  to a third party  repairing or replacing the Equipment upon
Lessee's furnishing proof reasonably  satisfactory to Lessor that such repair or
replacement has been completed in a reasonably satisfactory manner. In the event
Lessor elects option  (b)(ii),  Lessee shall be entitled to a credit against the
payment  required  by said  Subsection  in an  amount  equal  to such  insurance
proceeds  actually  received by Lessor  pursuant to Section 8 on account of such
Equipment,  and,  upon  payment by Lessee to Lessor of all of the sums  required
pursuant to Subsection  (b)(ii),  the applicable  Schedule shall  terminate with
respect to such item of  Equipment  and Lessee  shall be  entitled  to  whatever
interest Lessor may have in such item AS IS, WHERE IS and WITH ALL FAULTS in its
then condition and location without  warranties of any type whatsoever,  express
or implied.

10. Covenants of Lessee. Lessee agrees that its obligations under this Lease and
any Schedule hereto, including without limitation, the obligation to pay rental,
are  irrevocable  and  absolute,  shall  not  abate  for any  reason  whatsoever
(including  any claims  against  Lessor),  and shall  continue in full force and
effect  regardless  of any  inability of Lessee to use the Equipment or any part
thereof for any reason whatsoever  including,  without  limitation,  war, act of
God, storms,  governmental  regulations,  strike or other labor troubles,  loss,
damage, destruction, disrepair, obsolescence, failure of or delay in delivery of
the Equipment, or failure of the Equipment to properly operate for any cause. In
the event of any alleged  claim  (including a claim which would  otherwise be in
the nature of a set-off) against Lessor,  Lessee shall fully perform and pay its
obligations  hereunder  (including the payment of all rents,  without set-off or
defense of any kind) and its only exclusive  recourse against Lessor shall be by
a  separate  action.  Lessee  agrees to  furnish  promptly  to Lessor the annual
financial  statements of Lessee (and of any  guarantors of Lessee's  performance
under this Lease and any Schedule hereto), prepared in accordance with generally
accepted accounting  principles and such interim financial  statements of Lessee
as Lessor may  reasonably  require  during the entire term of this Lease and any
Schedule hereto. Either independent certified public accountants or the Lessee's
chief  financial  officer as requested  by Lessor shall  certify all such annual
financial  statements.  Lessee,  if  requested  by Lessor  prior to the  initial
purchase by Lessor of Equipment for lease  hereunder,  shall provide at Lessee's
expense an opinion of its counsel  acceptable to Lessor affirming the covenants,
representations  and  warranties  of Lessee  under this  Lease and any  Schedule
hereto.  So long as there are amounts due Lessor under this Lease,  Lessee shall
supply Lessor with such other  financial and  operating  performance  data as is
provided to its outside  investors or  commercial  lenders  and, if  applicable,
required to be provided to shareholders by the Security and Exchange Commission,
and Lessee shall immediately notify Lessor of any material adverse change in its
financial condition or business prospects

11. Representations and Warranties. In order to induce Lessor to enter into this
Lease and any Schedule  hereto and to lease the  Equipment to Lessee  hereunder,
Lessee represents and warrants that: (a) Financial Statements. (i) applications,
financial  statements,  and reports which have been  submitted by Lessee and any
Obligors (as hereinafter  defined) to Lessor are, and all information  hereafter
furnished  by Lessee and  Obligors  to Lessor  will be,  true and correct in all
material respects as of the date submitted; (ii) as of the date hereof, the date
of any  Schedule and any  Acceptance  Date,  there has been no material  adverse
change in any  matter  stated in such  applications,  financial  statements  and
reports;  and, (iii) none of the foregoing omit or omitted to state any material
fact  which  would  make  any  of  the  foregoing   false  or  misleading.   (b)
Organization. Lessee is an organizational entity described on the signature page
hereof and is duly  organized,  validly  existing  and is duly  qualified  to do
business and is in good standing or subsisting or in other similar active status
in each State in which the Equipment will be located. (c) Authority.  Lessee has
full power,  authority and right to execute,  deliver and perform this Lease and
any Schedule hereto, and the execution, delivery and performance hereof has been
authorized by all necessary action of Lessee. (d) Enforceability. This Lease and
any Schedule or other  document  executed in connection  therewith has been duly
executed and delivered by Lessee and any Obligor and constitutes a legal,  valid
and binding obligation of Lessee and any Obligor  enforceable in accordance with
its terms. (e) Consents.  The execution,  delivery and performance of this Lease
and any  Schedule  hereto  does not  require  any  approval  or  consent  of any
stockholders,  partners  or  proprietors  or of any  trustee  or  holders of any
indebtedness  or  obligations  of  Lessee,  and  will  not  contravene  any law,
regulation,  judgment or decree  applicable  to Lessee,  or the  certificate  or
articles of  incorporation,  partnership  agreement,  by-laws or other governing
documents of Lessee,  or contravene  the  provisions of, or constitute a default
under,  or result in the  creation of any lien upon any property of Lessee under
any  mortgage,  instrument  or other  agreement to which Lessee is a party or by
which Lessee or its assets may be bound or  affected.  Except as  disclosed,  no
authorization,  approval,  license,  filing  or  registration  with any court or
governmental  agency or  instrumentality  is  necessary in  connection  with the
execution, delivery, performance,  validity and enforceability of this Lease and
any Schedule hereto.  (f) Title. On each  Commencement  Date,  Lessor shall have
good and  marketable  title to the items of  Equipment  which is subject to this
Lease and any Schedule hereto on such date, free and clear of all liens,  except
the lien of Seller  which  will be  released  upon  receipt of  payment.  Lessee
warrants that no party has a security  interest in the Equipment  which will not
be released on or before  payment by Lessor to Seller of the  Equipment and that
the Equipment is and shall at all times remain personal  property  regardless of
how it may be affixed to any real property. (g) Litigation.  There is no action,
suit, investigation or proceeding by or before any court, arbitrator,  agency or
governmental  authority pending or threatened  against or affecting Lessee:  (i)
which involves the Equipment or the transactions  contemplated by this Lease and
any  Schedule  hereto;  or (ii) which,  if  adversely  determined,  could have a
material  adverse  effect on the financial  condition,  business or operation of
Lessee.

12.  Events of Default.  An event of default  ("Event of  Default")  shall occur
hereunder if Lessee or any Obligor  ("Obligor"  shall  include any  guarantor or
surety of any  obligations of Lessee to Lessor under this Lease and any Schedule
hereto):  (i) fails to pay any  installment  of rent or other  payment  required
hereunder  within five (5) days after its due date;  or (ii) attempts to or does
remove from the Premises  (except a relocation with Lessor's consent as provided
in Section 5), sell, transfer,  encumber, part with possession of, or sublet any
item of the Equipment; or (iii) shall suffer or have suffered, in the reasonable
judgment of Lessor, a material  adverse change in its financial  condition since
the date of the last financial  statements  submitted to Lessor, and as a result
thereof  Lessor in good faith deems itself to be insecure;  or (iv)  breaches or
shall have  breached any  representation  or warranty made or given by Lessee or
Obligor in this Lease or in any other document furnished to Lessor in connection
herewith,  or any such  representation or warranty shall be untrue or, by reason
of failure to state a material fact or otherwise,  shall be misleading or any of
the  statements  or  other  documents  or  information  submitted  at  any  time
heretofore  or  hereafter  by Lessee or Obligor to Lessor shall be untrue or, by
reason of failure to state a material fact or otherwise,  shall be misleading or
(v) fails to perform or observe any other covenant, condition or agreement to be
performed or observed by it hereunder, and such failure or breach shall continue
unremedied for a period of ten days after the date on which notice thereof shall
be given by Lessor to Lessee  (unless such  remedial  action cannot be completed
within such ten day period but Lessee has in good faith commenced to remedy such
breach or  failure  and such  remedy is in fact  achieved  within a time  period
agreed to by  Lessor);  or (vi) shall  become  insolvent  or bankrupt or make an
assignment  for the  benefit of  creditors  or consent to the  appointment  of a
trustee  or  receiver,  or a  trustee  or  receiver  shall  be  appointed  for a
substantial  part  of  its  property  without  its  consent,  or  bankruptcy  or
reorganization or insolvency proceeding shall be instituted by or against Lessee
or  Obligor  and  Lessee  fails to  continue  to pay all  rentals  becoming  due
hereunder during the pendency of such proceedings and fails to assume this Lease
within  sixty (60) days after the  commencement  of such  proceedings;  or (vii)
conveys,  sells, transfers or assigns substantially all of Lessee's or Obligor's
assets or ceases doing business as a going concern, or, if a corporation, ceases
to be in good  standing or files a statement of intent to dissolve,  or abandons
any or all of the  Equipment;  or (viii) shall be in breach of or default  under
any  lease or other  agreement  at any time  executed  with  Lessor or any other
lessor or with any lender to Lessee or Obligor  such that  Lessee's  obligations
thereunder have been or are being accelerated.

<PAGE>
                                       5

13.  Remedies.  Upon the  occurrence  and during any  continuance of an Event of
Default (the  "Default  Date") set forth in Section 12,  Lessor may, in its sole
and absolute discretion, do any one or more of the following: (a) upon notice to
Lessee  cancel  all or any  portion  of this  Lease  or any  Schedules  executed
pursuant  thereto;  (b) enter  Lessee's  Premises  and  without  removal  of the
Equipment,  render the  Equipment  unusable or,  require  Lessee to assemble the
Equipment  and make it  available  to Lessor at a place  designated  by  Lessor,
and/or   dispose  of  the   Equipment  by  sale  or  otherwise   (all  of  which
determinations may be made by Lessor in its sole and absolute  discretion);  (c)
declare immediately due and payable all sums due and to become due hereunder for
the full term of the Lease (including any renewal or purchase  obligations which
Lessee has contracted to pay); (d) with or without canceling this Lease, recover
from Lessee  damages,  in an amount equal to the sum of: (i) all unpaid rent and
other  amounts  that became due and  payable on, or prior to, the Default  Date,
(ii) the present value of all future rentals and other amounts  described in the
Lease and not  included in (i) above  discounted  to the Default  Date at a rate
equal to the  discount  rate of the  Federal  Reserve  Bank of Chicago as of the
Commencement  Date of the Lease with respect to each  Schedule  (which  discount
rate,  Lessee agrees is a commercially  reasonable rate which takes into account
the facts and  circumstances  at the time such  Schedule  commenced),  (iii) all
commercially  reasonable  costs and  expenses  incurred  by Lessor in  enforcing
Lessor's  rights under this Lease,  or defending  against any claims or defenses
asserted  by  or  through  Lessee,  including  but  not  limited  to,  costs  of
repossession,   recovery,   storage,   repair,  sale,  re-lease  and  reasonable
attorneys'  fees,  (iv) the estimated  residual value of the Equipment as of the
expiration of the Lease, (v) any indemnity  amount payable to Lessor  hereunder;
and (vi) interest on all of the  foregoing  from the Default Date until the date
payment is received by Lessor at 2% per month or the highest  rate  permitted by
law,  whichever  is less;  (e)  exercise  any other right or remedy which may be
available to it under the Uniform Commercial Code or any other applicable law.

If Lessor elects to dispose of any Equipment  recovered  from the  possession of
Lessee after an Event of Default,  Lessor shall  dispose of such  Equipment in a
commercially  reasonable  manner.  Lessor  reserves  the right,  in its sole and
absolute  discretion,  to  control  the timing  and  negotiate  the terms of any
re-leasing or re-sale of any or all of the Equipment at a public auction or in a
private  sale,  at such time, on such terms and with such notice as Lessor shall
in its sole and absolute discretion deem commercially reasonable. In such event,
without  any duty on  Lessor's  part to effect any such  re-lease or sale of the
Equipment,  Lessor will credit the present  value of any proceeds from such sale
or re-lease  actually received and retainable by it (net of any and all costs or
expenses)  discounted  from the date of Lessor's  receipt thereof to the Default
Date at 2 1/2% in  excess  of the Prime  Rate (or its  equivalent)  per annum in
effect at the First  National Bank of Chicago on the date of such payment to the
amounts due to Lessor from Lessee  under the  provisions  of (c), (d) and/or (e)
above. A  cancellation  of this Lease shall occur only upon notice by Lessor and
only as to such items of Equipment as Lessor  specifically  elects to cancel and
this Lease shall continue in full force and effect as to the remaining  items of
Equipment, if any. If this Lease and/or any Schedule is deemed at any time to be
one intended as security,  Lessee  agrees that the Equipment  shall  secure,  in
addition to the  indebtedness  set forth herein,  any other  indebtedness at any
time  owing by Lessee  to  Lessor.  No remedy  referred  to in this  Section  is
intended to be exclusive,  but shall be cumulative  and in addition to any other
remedy  referred to above or otherwise  available to Lessor at law or in equity.
No express or implied waiver by Lessor of any default shall  constitute a waiver
of any other default by Lessee or a waiver of any of Lessor's rights.

14.  Assignment by Lessor.  LESSOR MAY (WITH OR WITHOUT  NOTICE TO LESSEE) SELL,
TRANSFER, ASSIGN OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF ITS INTEREST
IN THIS  LEASE,  ANY  SCHEDULE,  ANY ITEMS OF  EQUIPMENT  OR ANY AMOUNT  PAYABLE
HEREUNDER.  In such an event,  Lessee  shall,  upon  receipt of written  notice,
acknowledge any such sale, transfer,  assignment or grant of a security interest
and  shall  pay its  obligations  hereunder  or  amounts  equal  thereto  to the
respective transferee,  assignee or secured party in the manner specified in any
instructions  received  from Lessor.  Notwithstanding  any such sale,  transfer,
assignment or grant of a security  interest by Lessor and so long as no Event of
Default  shall have  occurred  hereunder,  neither  Lessor  nor any  transferee,
assignee or secured party shall  interfere  with Lessee's  right of use or quiet
enjoyment of the Equipment.  In the event of such sale, transfer,  assignment or
grant of a security  interest in all or any part of this Lease and any  Schedule
hereto, or in the Equipment or in sums payable hereunder,  as aforesaid,  Lessee
agrees to execute  such  documents as may be  reasonably  necessary to evidence,
secure and  complete  such  sale,  transfer,  assignment  or grant of a security
interest and to perfect the transferee's, assignee's or secured party's interest
therein  (with any filing fees at Lessor's  expense) and Lessee  further  agrees
that the  rights of any  transferee,  assignee  or  secured  party  shall not be
subject to any  defense,  set-off or  counterclaim  that Lessee may have against
Lessor or any other party,  including the Seller,  which defenses,  set-offs and
counterclaims  shall be asserted  only  against  such  party,  and that any such
transferee,  assignee  or  secured  party  shall  have  all of  Lessor's  rights
hereunder,  but shall  assume none of  Lessor's  obligations  hereunder.  Lessee
acknowledges  that any  assignment  or transfer by Lessor  shall not  materially
change Lessee's duties or obligations  under this Lease and shall not materially
increase the burdens and risks imposed on Lessee.

15.  Miscellaneous.  All notices and demands relating hereto shall be in writing
and sent by  either  any  nationally  recognized  overnight  air  courier  or by
certified  mail,  return  receipt  requested,  to  Lessor  or  Lessee  at  their
respective  addresses  above or shown in the  Schedule,  or at any other address
designated  by notice  served in  accordance  herewith.  Notice by overnight air
courier  shall be  effective  one (1)  business  day after  delivery.  Notice by
certified  mail shall become  effective  five (5) business days after deposit in
the United  States mail,  with proper  postage  prepaid,  addressed to the party
intended to be served at the  address  designated  herein.  All  obligations  of
Lessee  shall  survive  the  termination  or  expiration  of this  Lease and any
Schedule  hereto.  If more than one Lessee is named in this Lease, the liability
of each  hereunder  to Lessor shall be joint and  several.  Any general  partner
executing this Lease on behalf of the Lessee agrees that its liability to Lessor
hereunder  shall be absolute,  primary and direct,  and that Lessor shall not be
required to pursue any right or remedy it may have  against the Lessee under the
Lease  (and shall not be  required  to first  commence  any action or obtain any
judgment  against Lessee) before  enforcing this liability  against such general
partner,  and that such general partner will, upon demand, pay Lessor the amount
of all sums then due under the Lease,  the  payment of which,  by Lessee,  is in
default under the Lease, and will, upon demand, perform all other obligations of
Lessee,  the  performance  of which,  by Lessee,  is in default under the Lease.
Lessee  shall,  upon  request of Lessor from time to time,  perform all acts and
execute  and  deliver to Lessor all  documents  which  Lessor  deems  reasonably
necessary to implement this Lease and any Schedule  hereto,  including,  without
limitation,  certificates addressed to such persons as Lessor may direct stating
that this Lease and the Schedule hereto is in full force and effect,  that there
are no amendments or modifications thereto, that Lessor is not in default hereof
or breach hereunder,  setting forth the date to which rentals due hereunder have
been paid, and stating such other matters as Lessor may reasonably request. This
Lease and any  Schedule  hereto  shall be  binding  upon the  parties  and their
successors,  legal representatives and assigns.  Lessee's successors and assigns
shall include, without limitation, a receiver, debtor-in-possession,  or trustee
of or for  Lessee.  If any  person,  firm,  corporation  or other  entity  shall
guarantee this Lease and the performance by Lessee of its obligations hereunder,
all of the terms and provisions hereof shall be duly applicable to such Obligor.

16.  Conditions  Precedent to Leasing.  (i) Lessor shall have no  obligation  to
purchase any Equipment for lease to Lessee under any Schedule  hereunder  unless
or until acceptable documentation,  the form of which will be provided by Lessor
has been executed by Lessee and  delivered to Lessor;  (ii) Lessor has confirmed
with Lessee that no material adverse change in Lessee's financial  condition and
business prospects prior to each purchase of Equipment.

17.  Invalidity.  In the event that any provision of this Lease and any Schedule
hereto  shall be  unenforceable  in whole or in part,  such  provision  shall be
limited to the extent  necessary  to render the same valid,  or shall be excised
from this Lease or any Schedule hereto, as circumstances  may require,  and this
Lease and the  applicable  Schedule  shall be construed as if said provision had
been  incorporated  herein as so limited,  or as if said  provision had not been
included  herein,  as the case may be without  invalidating any of the remaining
provisions hereof.

<PAGE>
                                       6

18. End of Term  Options.  Provided that the Lease has not been  terminated  and
that no Event of Default or event  which,  with notice or lapse of time or both,
would become an Event of Default  shall have  occurred and shall be  continuing,
Lessee  shall at the end of the  Initial  Lease  Term of the first  Schedule  be
entitled to elect and to exercise one of the options,  if any,  indicated in the
applicable  Schedule  which  election shall be binding on Lessee with respect to
all  Schedules  entered  into between  Lessor and Lessee  under this Lease.  The
foregoing  options  granted  hereunder  shall be  exercised  by  written  notice
delivered  to Lessor by Lessee  not more than 180 days and not less than  ninety
(90) days prior to the  expiration of the Initial  Lease Term of the  Equipment,
subject to Schedule No. 001.

19. Progress  Payments.  If requested by Lessee,  progress payments will be made
for any amount  over the  Minimum  Invoice  Amount  specified  on each  Progress
Payment  Authorization  per  invoice  to  vendors in  accordance  with  Lessor's
standard  procedures.  Unless  otherwise  agreed by Lessor the minimum  progress
payment  amount  shall  not be less than the  Minimum  Progress  Payment  Amount
specified on the  Progress  Payment  Authorization.  Interim  rent,  on progress
payments, shall be payable from the date progress payments are made by Lessor to
the  Commencement  Date of the  corresponding  Schedule.  Interim  rent shall be
calculated  at the daily  equivalent  of the Monthly  Lease Rate Factor.  Lessee
shall deliver to Lessor a Progress Payment Authorization,  not less than 30 days
prior to the due date  thereof  and in a form  acceptable  to Lessor,  to make a
progress  payment  and,  provided  on such due date no  Events of  Default  have
occurred and be continuing  hereunder or under the Lease,  Lessor shall make the
progress payment set forth to the manufacturer(s) or supplier(s) as set forth in
such authorization.

20. Law. This Lease and any Schedule  hereto shall be binding only when accepted
by Lessor at its corporate headquarters in Illinois and shall in all respects be
governed and construed, and the rights and the liabilities of the parties hereto
determined, except for local filing requirements, in accordance with the laws of
the  State  of  Illinois.  LESSEE  WAIVES  TRIAL  BY  JURY  AND  SUBMITS  TO THE
JURISDICTION  OF THE FEDERAL  DISTRICT  COURT OR ANY STATE COURT LOCATED  WITHIN
COOK  COUNTY IN THE STATE OF  ILLINOIS  AND WAIVES ANY RIGHT TO ASSERT  THAT ANY
ACTION INSTITUTED BY LESSOR IN ANY SUCH COURT IS IN THE IMPROPER VENUE OR SHOULD
BE TRANSFERRED TO A MORE CONVENIENT FORUM.
                                                  Lessee's Initials _________
                                                  Lessee's Initials _________
                                                  Lessee's Initials _________
                                                                                
21. Amendments.  This Lease and any Schedule hereto contain the entire agreement
between the parties with respect to the  Equipment,  this Lease and any Schedule
hereto and there is no agreement or understanding oral or written,  which is not
set  forth  herein.  This  Lease and any  Schedule  hereto  may not be  altered,
modified,  terminated  or  discharged  except by a  writing  signed by the party
against whom such alteration, modification, termination or discharge is sought.

                                                  Lessee's Initials _________
                                                  Lessee's Initials _________
                                                  Lessee's Initials _________
        
22. Lessee's  Waivers.  To the extent permitted by applicable law, Lessee hereby
waives any and all rights and remedies  conferred upon a Lessee by Article 2A of
the Uniform  Commercial Code as adopted in any  jurisdiction,  including but not
limited to Lessee's rights 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 related
to the  Equipment;  (vi) claim a security  interest in the Equipment in Lessee's
possession or control for any reason (vii) deduct all or any part of any claimed
damages resulting from Lessor's default, if any, under this Lease; (viii) accept
partial  delivery of the Equipment  (ix) "cover" by making any purchase or lease
of or contract to purchase or lease Equipment in substitution for those due from
Lessor; (x) recover any general,  special,  incidental, or consequential damages
for any reason whatsoever;  and (xi) specific performance,  replevin,  detinue ,
sequestration,  claim, and delivery of the like for any Equipment  identified to
this  Lease.  To the  extent  permitted  by  applicable  law  (unless  expressly
otherwise  agreed  hereunder),  Lessee  also  hereby  waives  any  rights now or
hereafter  conferred by statute or otherwise  which may require  Lessor to sell,
lease or otherwise use any  Equipment in  mitigation of Lessor's  damages as set
forth in  Paragraph  13 or which may  otherwise  limit or modify any of Lessor's
rights or remedies  under  Paragraph 13. Any action by Lessee against Lessor for
any  default  by Lessor  under  this  Lease,  including  breach of  warranty  or
indemnity, shall be commenced within one (1) year after any such cause of action
accrues.
                                                  Lessee's Initials _________
                                                  Lessee's Initials _________
                                                  Lessee's Initials _________

23. Counterparts. This Lease may be executed in any number of counterparts, each
of which shall be deemed an original.  Each Schedule  shall be executed in three
(3) serially numbered counterparts each of which shall be deemed an original but
only  counterpart  number 1 shall  constitute  "chattel  paper" or  "collateral"
within the meaning of the Uniform Commercial Code in any jurisdiction.

24. Addendum. ("X" if applicable) [__] See Addendum (s) attached hereto and made
a part hereof.

<PAGE>
                                       7

The  person  executing  this  Lease for and on behalf  of  Lessee  warrants  and
represents,  which warranty and  representation  shall survive the expiration or
termination  of this Lease,  that this Lease and the  execution  hereof has been
duly  and  validly  authorized  by  Lessee,  constitutes  a  valid  and  binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.

IN WITNESS WHEREOF, this Lease has been executed by Lessee this              
                                                                ------------  
day of                                    1998.
       -----------------------------------      

                                          ACCEPTED AT CHICAGO, ILLINOIS
PERFORMANCE PHARMACY SYSTEMS, INC.        LINC CAPITAL, INC.
Lessee                                    Lessor

By:                                       By:
     ---------------------------------       -----------------------------------
Title:                                    Title:
       -------------------------------           -------------------------------
Date:                                     Date:
       -------------------------------           -------------------------------

MEDICATION MANAGEMENT SYSTEMS, INC.
Lessee

By:  _______________________________________________
Title: _____________________________________________
Date:  _____________________________________________


LIFESERV TECHNOLOGIES,  INC.
Lessee

By:  _______________________________________________
Title: _____________________________________________
Date:  _____________________________________________


<PAGE>
                                       1


LINC CAPITAL, INC.                                      LINC Capital, Inc.
EQUIPMENT SCHEDULE                                      303 East Wacker Drive
SCHEDULE NO. 001                                        Chicago, Illinois 60601
                                                        (312) 946-1000
-------------------------------------------------------------------------------
Equipment Location:CONNECTICUT VALLEY HOSPITAL, Silver Street, 
Middletown, CT  06457   Master Lease Agreement No.:  7193    Acceptance Date:
                                                             March ___, 1998
------------------------------------------------------------------------------- 

LINC Capital,  Inc.  (Lessor)  hereby agrees to lease to the Lessee named below,
and Lessee hereby agrees to lease and rent from Lessor the Equipment  identified
below, for the term and at the rental payments  specified herein, all subject to
the terms and  conditions set forth herein and on the reverse side hereof and in
the referenced  Master Lease  Agreement  except as the same may be varied by the
terms of this Schedule.

--------------------------------------------------------------------------------
Equipment  Description:  The Equipment will consist of Medication Dispensing and
Pharmacy Management ACTUAL Cost of Equipment: $ Systems, as more fully described
on  Schedule   "A"  attached   hereto  and  made  a  part   hereof.   401,162.39
--------------------------------------------------------------------------------
TERM AND RENTAL:
--------------------------------------------------------------------------------
Commencement Date: April 1, 1998 Initial Payment:  $23,256.19 
Initial Lease Term: 42 months
--------------------------------------------------------------------------------

Rental Payments*(plus,  if applicable all sales, use or other taxes imposed upon
rental  payments)  shall be made monthly in advance as follows:  $11,628.09  per
rental payment  beginning on the  Commencement  Date until forty-two (42) rental
payments have been paid in full followed by exercise by Lessee of one of the two
options listed below in End of Term Options.

*Rental  Payments  are  based  on the  Lease  Rate  Factor  and are  subject  to
adjustment  as  described  in  Paragraph  A  on  the  REVERSE  SIDE  HEREOF.  If
applicable,  all freight, sales and use taxes, insurance and maintenance expense
paid by Lessor shall be paid by Lessee in accordance with the terms of the Lease
and this Schedule.

PROPERTY  TAXES:  Lessor shall  report all  Equipment  for personal  property or
advalorem tax return  purposes as may be required under  applicable law, and all
resulting taxes shall be paid by Lessee.

END OF TERM OPTIONS:  At the end of the initial lease term the following options
are granted to Lessee in accordance with the terms described on the reverse side
hereof:

Option to Renew the  Initial  Lease  Term at a Rental  equal to the 1.25% of the
Equipment Cost specified above for a renewal period of eighteen (18) months.

Option to Purchase not less than all of the  Equipment at the end of the Initial
Lease Term (as described  above  including any extension  thereof) at a Purchase
Option Price equal to the then FAIR MARKET VALUE of the Equipment.

SPECIAL TERMS AND CONDITIONS:

1.   Additional  Collateral  In order to  secure  the  obligations  of Lessee to
     Lessor under this Equipment Schedule,  Lessee shall enter into a collateral
     assignment in form and substance  acceptable to Lessor  covering the rights
     of Lessee to receive payment of monies arising out of its Contract with the
     State of Connecticut,  Department of Administrative  Services,  Procurement
     Services, on behalf of Connecticut Valley Hospital.

<PAGE>
                                       2

2.   Maintenance  of  Equipment.  Pursuant  to  Section  5 of the  Master  Lease
     Agreement  requiring the Lessee to keep the  Equipment  under a maintenance
     contract  during the term of the Lease,  Lessee  agrees that it has entered
     into and will maintain during the term of the Lease, a maintenance contract
     with  National,  MD, a subsidiary of GE Capital  Services or an alternative
     comparable maintenance provider, only upon Lessee's prior written consent.

3.   Guaranty.  This  Equipment  Schedule is contingent on Lessee  furnishing to
     Lessor a Guaranty from its parent,  Medical  Technology  Systems,  Inc., in
     form and substance acceptable to Lessor.

ADDITIONAL  TERMS AND CONDITIONS TO THIS  EQUIPMENT  SCHEDULE ARE ON THE REVERSE
SIDE HEREOF.

The  person  executing  this  Lease for and on behalf  of  Lessee  warrants  and
represents,  which warranty and  representation  shall survive the expiration or
termination  of this Lease,  that this Lease and the  execution  hereof has been
duly  and  validly  authorized  by  Lessee,  constitutes  a  valid  and  binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.

--------------------------------------------------------------------------------
Co-Lessee:                              ACCEPTED AT CHICAGO, ILLINOIS BY LESSOR:
PERFORMANCE PHARMACY SYSTEMS, INC.      LINC CAPITAL, INC

By:________________________________     By:________________________________
Title:_____________________________     Title:_____________________________
Date:______________________________     Date:  ____________________________

--------------------------------------------------------------------------------

Co-Lessee:                               Co-Lessee:
MEDICATION MANAGEMENT SYSTEMS, INC.      LIFESERV TECHNOLOGIES, INC.

By:________________________________     By:________________________________
Title:_____________________________     Title:_____________________________
Date:______________________________     Date:  ____________________________

--------------------------------------------------------------------------------

<PAGE>
                                      3

              ADDITIONAL TERMS AND CONDITIONS TO EQUIPMENT SCHEDULE

A.  Adjustments to Rental  Payments.  Rental  Payments are based on a Lease Rate
Factor of 2.8986%  subject to adjustment as described  below.  The Monthly Lease
Rate  Factor  will be  indexed  to the yield for U.S.  Treasury  Notes  maturing
closest  to the date 3.5  years  from the  Commencement  Date of this  Equipment
Schedule  (the  "Index  Instrument").  The  yield  of the  Index  Instrument  is
currently 5.3% for the 6-5/8% Treasury Notes maturing July, 2001, as reported in
the Wall Street  Journal dated  January 14, 1997.  The Monthly Lease Rate Factor
shall be  adjusted  by Lessor to provide  for any  increase  in the yield of the
Index Instrument on the  Commencement  Date of this Equipment  Schedule.  At the
Commencement Date of this Equipment Schedule,  the Monthly Lease Rate Factor (as
adjusted) shall be fixed for the Initial Lease Term of this Equipment Schedule.

B.  Estimated  Cost  of  Equipment,   Estimated   Acceptance   Date,   Estimated
Commencement Date and Adjustments in Rental. As used herein, "actual cost" means
the total cost to Lessor of purchasing  and  delivering  the Equipment to Lessee
including,  subject to Lessor's consent, taxes, transportation charges and other
charges,  which may be  applicable.  The amount of each payment set forth in the
Schedule are based on an estimate of actual cost,  which  estimate may, but need
not,  be set  forth  in  the  Schedule,  and  such  amounts  shall  be  adjusted
proportionately  (increased  or  decreased)  if the actual cost of the Equipment
differs  from said  estimate.  Lessee  hereby  authorizes  Lessor to adjust,  if
necessary, the amounts set forth in the Schedule to reflect actual cost when the
actual cost is known and to add to the amount of each rental  payment any sales,
use or leasing tax that may be imposed on or  measured  by the rental  payments.
Lessor will inform Lessee of the adjustments in rent necessary to reflect actual
cost. If the Commencement Date and Acceptance Date are "estimated" Lessee agrees
to  execute  a  replacement   Equipment   Schedule   setting  forth  the  actual
Commencement Date and Acceptance Date as soon as those dates become final.

C. Initial Payment and/or Security Deposit. Lessee shall make a security deposit
and/or  initial  payment as indicated in this  Schedule  upon  execution of this
Schedule  and  lessor  shall be  authorized  to apply  funds  held by Lessor and
otherwise  payable to Lessee for such  purposes.  Any initial  payments  made by
Lessee  shall be deemed to have been earned by Lessor  immediately  upon receipt
thereof and shall be deemed to have been applied immediately to satisfy Lessee's
obligations to make such payments hereunder. Initial Payments made by the Lessee
shall not be refundable  under any  circumstances.  Any security deposit paid by
Lessee  shall not be  refundable  to  Lessee in the event  that the term of this
Lease does not commence unless on account of Lessee's rightful refusal to accept
delivery  of the  Equipment  and in that event such sums shall be deemed to have
been earned by Lessor  immediately  upon the receipt hereof.  At Lessor's option
any security deposit made hereunder may be applied by Lessor to cure any default
of Lessee  under the lease,  in which event Lessee  shall  promptly  restore the
security deposit to their full amounts as set forth in this Schedule. If all the
terms and  conditions  herein to be performed by Lessee are fully  performed and
all of Lessee's  obligations  hereunder are fully complied with, that portion of
any  security  deposit  not so  applied  shall  be  refunded  to  Lessee  at the
termination or expiration of this Lease.

D.  Purchase  Option  and/or  Option for  Renewal of Lease Term.  [This  section
applies only if this schedule indicates that an option to purchase the Equipment
or an option to renew the Lease Term is  applicable.]  Provided  that the Lease,
this Schedule, or any option granted hereunder has not been terminated by Lessor
and that no Event of Default shall have occurred and shall be continuing, Lessor
agrees to grant  Lessee an option to purchase  the  Equipment  and/or  renew the
Lease Term. See Section 18 of the Master Lease  Agreement for  additional  terms
and conditions applicable to End of Term Options.

If an Event of  Default  has not  occurred  under the Lease,  Lessee,  by giving
Lessor not less than ninety (90) days written  notice by registered or certified
mail  prior  to the  expiration  date of this  Schedule,  may,  elect  to (1) if
applicable,  purchase not less than all of the Equipment then leased  hereunder,
at the times and in the manner hereinafter specified, for an amount equal to the
Purchase  Option Price stated on the face of this  Schedule plus any accrued and
unpaid rental or other amounts due under the Lease and plus any applicable sales
tax with respect thereto or (2) if applicable,  renew the lease term of not less
than all of the  Equipment  then leased  hereunder for the period(s) and for the
renewal rental(s)  (payable in advance) stated on the face of this Schedule.  If
Lessee elects to exercise said purchase  option,  same shall be exercised on the
day immediately  following the date of expiration of the minimum lease term, and
by the  delivery  at such time by Lessee  to  Lessor of  payment,  in cash or by
certified  check,  of the  amount of the  Purchase  Price for the  Equipment  as
hereinbefore set forth.

Upon  payment of said  purchase  price for the  Equipment,  Lessor  shall,  upon
request  of  Lessee,  execute  and  deliver  to  Lessee  a Bill of Sale  for the
Equipment,  on an  "AS  IS,"  "WHERE  IS,"  "WITH  ALL  FAULTS"  basis,  without
representations  or warranties of any kind  whatsoever.  If Lessee exercises its
purchase  option and fails to make such payment,  Lessee shall pay as additional
rent for each month or fraction thereof after the end of the Initial Lease Term,
an amount equal to the highest monthly payment set forth herein.  If Lessee does
not elect to exercise  either of said options;  Lessee shall return each item of
equipment to Lessor, pursuant to and under the terms and conditions of Section 3
of the Lease.  If Lessee fails to notify Lessor as provided  herein or if Lessor
and Lessee cannot agree on the purchase or renewal terms,  then the term of this
Lease shall be  automatically  extended at the highest  rental  provided in this
Schedule,  for  successive  three month periods  unless and until  terminated by
either party giving to the other not less than three months prior written notice
by registered or certified  mail of its intention to terminate at the end of the
next succeeding extension period, and upon termination of this Schedule,  Lessee
shall return all of the Equipment as provided in the Lease.

This  lease  (and  Equipment  Schedule  and  Master  Lease the terms of which it
incorporates) has been assigned, is subject to the security interests of, and is
held in trust for the benefit of Fleet Bank NA, as Agent,  pursuant to the terms
and  conditions  of a security  agreement  dated  September 28, 1994 and related
documents (as the same may be amended).

<PAGE>
                                       1

LINC CAPITAL, INC.                                      LINC Capital, Inc.
EQUIPMENT SCHEDULE                                      303 East Wacker Drive
SCHEDULE NO. 001                                        Chicago, Illinois 60601
                                                        (312) 946-1000

-------------------------------------------------------------------------------
Equipment Location:CONNECTICUT VALLEY HOSPITAL, Silver Street, 
Middletown, CT  06457   Master Lease Agreement No.:  7193    Acceptance Date:
                                                             March ___, 1998
------------------------------------------------------------------------------- 

LINC Capital,  Inc.  (Lessor)  hereby agrees to lease to the Lessee named below,
and Lessee hereby agrees to lease and rent from Lessor the Equipment  identified
below, for the term and at the rental payments  specified herein, all subject to
the terms and  conditions set forth herein and on the reverse side hereof and in
the referenced  Master Lease  Agreement  except as the same may be varied by the
terms of this Schedule.

--------------------------------------------------------------------------------
Equipment  Description:  The Equipment will consist of Medication Dispensing and
Pharmacy  Management ACTUAL Cost of Equipment:  Systems, as more fully described
on  Schedule  "A"  attached  hereto  and  made  a  part  hereof.   $  156,007.60
--------------------------------------------------------------------------------

TERM AND RENTAL:
--------------------------------------------------------------------------------
Commencement Date: April 1, 1998  Initial Payment:  $9,044.07
Initial Lease Term: 42 months
--------------------------------------------------------------------------------

ACTUAL  Rental  Payments*(plus,  if  applicable  all sales,  use or other  taxes
imposed  upon  rental  payments)  shall be made  monthly in advance as  follows:
$4,522.04 per rental payment  beginning on the Commencement Date until forty-two
(42) rental  payments  have been paid in full  followed by exercise by Lessee of
one of the two options listed below in End of Term Options.

*Rental  Payments  are  based  on the  Lease  Rate  Factor  and are  subject  to
adjustment  as  described  in  Paragraph  A  on  the  REVERSE  SIDE  HEREOF.  If
applicable,  all freight, sales and use taxes, insurance and maintenance expense
paid by Lessor shall be paid by Lessee in accordance with the terms of the Lease
and this Schedule.

PROPERTY  TAXES:  Lessor shall  report all  Equipment  for personal  property or
advalorem tax return  purposes as may be required under  applicable law, and all
resulting taxes shall be paid by Lessee.

END OF TERM OPTIONS:  At the end of the initial lease term the following options
are granted to Lessee in accordance with the terms described on the reverse side
hereof:

Option to Renew the  Initial  Lease  Term at a Rental  equal to the 1.25% of the
Equipment Cost specified above for a renewal period of eighteen (18) months.

Option to Purchase not less than all of the  Equipment at the end of the Initial
Lease Term (as described  above  including any extension  thereof) at a Purchase
Option Price equal to the then FAIR MARKET VALUE of the Equipment.

SPECIAL TERMS AND CONDITIONS:

1.   Additional  Collateral  In order to  secure  the  obligations  of Lessee to
     Lessor under this Equipment Schedule,  Lessee shall enter into a collateral
     assignment in form and substance  acceptable to Lessor  covering the rights
     of Lessee to receive payment of monies arising out of its Contract with the
     State of Connecticut,  Department of Administrative  Services,  Procurement
     Services, on behalf of Connecticut Valley Hospital.

<PAGE>
                                       2


2.   Maintenance  of  Equipment.  Pursuant  to  Section  5 of the  Master  Lease
     Agreement  requiring the Lessee to keep the  Equipment  under a maintenance
     contract  during the term of the Lease,  Lessee  agrees that it has entered
     into and will maintain during the term of the Lease, a maintenance contract
     with  National,  MD, a subsidiary of GE Capital  Services or an alternative
     comparable maintenance provider, only upon Lessee's prior written consent.

3.   Guaranty.  This  Equipment  Schedule is contingent on Lessee  furnishing to
     Lessor a Guaranty from its parent,  Medical  Technology  Systems,  Inc., in
     form and substance acceptable to Lessor.


ADDITIONAL  TERMS AND CONDITIONS TO THIS  EQUIPMENT  SCHEDULE ARE ON THE REVERSE
SIDE HEREOF.

The  person  executing  this  Lease for and on behalf  of  Lessee  warrants  and
represents,  which warranty and  representation  shall survive the expiration or
termination  of this Lease,  that this Lease and the  execution  hereof has been
duly  and  validly  authorized  by  Lessee,  constitutes  a  valid  and  binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.

--------------------------------------------------------------------------------
Co-Lessee:                              ACCEPTED AT CHICAGO, ILLINOIS BY LESSOR:
PERFORMANCE PHARMACY SYSTEMS, INC.      LINC CAPITAL, INC

By:________________________________     By:________________________________
Title:_____________________________     Title:_____________________________
Date:______________________________     Date:  ____________________________

--------------------------------------------------------------------------------

Co-Lessee:                               Co-Lessee:
MEDICATION MANAGEMENT SYSTEMS, INC.      LIFESERV TECHNOLOGIES, INC.

By:________________________________     By:________________________________
Title:_____________________________     Title:_____________________________
Date:______________________________     Date:  ____________________________

--------------------------------------------------------------------------------

<PAGE>
                                       3

              ADDITIONAL TERMS AND CONDITIONS TO EQUIPMENT SCHEDULE

A.  Adjustments to Rental  Payments.  Rental  Payments are based on a Lease Rate
Factor of 2.8986%  subject to adjustment as described  below.  The Monthly Lease
Rate  Factor  will be  indexed  to the yield for U.S.  Treasury  Notes  maturing
closest  to the date 3.5  years  from the  Commencement  Date of this  Equipment
Schedule  (the  "Index  Instrument").  The  yield  of the  Index  Instrument  is
currently 5.3% for the 6-5/8% Treasury Notes maturing July, 2001, as reported in
the Wall Street  Journal dated  January 14, 1997.  The Monthly Lease Rate Factor
shall be  adjusted  by Lessor to provide  for any  increase  in the yield of the
Index Instrument on the  Commencement  Date of this Equipment  Schedule.  At the
Commencement Date of this Equipment Schedule,  the Monthly Lease Rate Factor (as
adjusted) shall be fixed for the Initial Lease Term of this Equipment Schedule.

B.  Estimated  Cost  of  Equipment,   Estimated   Acceptance   Date,   Estimated
Commencement Date and Adjustments in Rental. As used herein, "actual cost" means
the total cost to Lessor of purchasing  and  delivering  the Equipment to Lessee
including,  subject to Lessor's consent, taxes, transportation charges and other
charges,  which may be  applicable.  The amount of each payment set forth in the
Schedule are based on an estimate of actual cost,  which  estimate may, but need
not,  be set  forth  in  the  Schedule,  and  such  amounts  shall  be  adjusted
proportionately  (increased  or  decreased)  if the actual cost of the Equipment
differs  from said  estimate.  Lessee  hereby  authorizes  Lessor to adjust,  if
necessary, the amounts set forth in the Schedule to reflect actual cost when the
actual cost is known and to add to the amount of each rental  payment any sales,
use or leasing tax that may be imposed on or  measured  by the rental  payments.
Lessor will inform Lessee of the adjustments in rent necessary to reflect actual
cost. If the Commencement Date and Acceptance Date are "estimated" Lessee agrees
to  execute  a  replacement   Equipment   Schedule   setting  forth  the  actual
Commencement Date and Acceptance Date as soon as those dates become final.

C. Initial Payment and/or Security Deposit. Lessee shall make a security deposit
and/or  initial  payment as indicated in this  Schedule  upon  execution of this
Schedule  and  lessor  shall be  authorized  to apply  funds  held by Lessor and
otherwise  payable to Lessee for such  purposes.  Any initial  payments  made by
Lessee  shall be deemed to have been earned by Lessor  immediately  upon receipt
thereof and shall be deemed to have been applied immediately to satisfy Lessee's
obligations to make such payments hereunder. Initial Payments made by the Lessee
shall not be refundable  under any  circumstances.  Any security deposit paid by
Lessee  shall not be  refundable  to  Lessee in the event  that the term of this
Lease does not commence unless on account of Lessee's rightful refusal to accept
delivery  of the  Equipment  and in that event such sums shall be deemed to have
been earned by Lessor  immediately  upon the receipt hereof.  At Lessor's option
any security deposit made hereunder may be applied by Lessor to cure any default
of Lessee  under the lease,  in which event Lessee  shall  promptly  restore the
security deposit to their full amounts as set forth in this Schedule. If all the
terms and  conditions  herein to be performed by Lessee are fully  performed and
all of Lessee's  obligations  hereunder are fully complied with, that portion of
any  security  deposit  not so  applied  shall  be  refunded  to  Lessee  at the
termination or expiration of this Lease.

D.  Purchase  Option  and/or  Option for  Renewal of Lease Term.  [This  section
applies only if this schedule indicates that an option to purchase the Equipment
or an option to renew the Lease Term is  applicable.]  Provided  that the Lease,
this Schedule, or any option granted hereunder has not been terminated by Lessor
and that no Event of Default shall have occurred and shall be continuing, Lessor
agrees to grant  Lessee an option to purchase  the  Equipment  and/or  renew the
Lease Term. See Section 18 of the Master Lease  Agreement for  additional  terms
and conditions applicable to End of Term Options.

If an Event of  Default  has not  occurred  under the Lease,  Lessee,  by giving
Lessor not less than ninety (90) days written  notice by registered or certified
mail  prior  to the  expiration  date of this  Schedule,  may,  elect  to (1) if
applicable,  purchase not less than all of the Equipment then leased  hereunder,
at the times and in the manner hereinafter specified, for an amount equal to the
Purchase  Option Price stated on the face of this  Schedule plus any accrued and
unpaid rental or other amounts due under the Lease and plus any applicable sales
tax with respect thereto or (2) if applicable,  renew the lease term of not less
than all of the  Equipment  then leased  hereunder for the period(s) and for the
renewal rental(s)  (payable in advance) stated on the face of this Schedule.  If
Lessee elects to exercise said purchase  option,  same shall be exercised on the
day immediately  following the date of expiration of the minimum lease term, and
by the  delivery  at such time by Lessee  to  Lessor of  payment,  in cash or by
certified  check,  of the  amount of the  Purchase  Price for the  Equipment  as
hereinbefore set forth.

Upon  payment of said  purchase  price for the  Equipment,  Lessor  shall,  upon
request  of  Lessee,  execute  and  deliver  to  Lessee  a Bill of Sale  for the
Equipment,  on an  "AS  IS,"  "WHERE  IS,"  "WITH  ALL  FAULTS"  basis,  without
representations  or warranties of any kind  whatsoever.  If Lessee exercises its
purchase  option and fails to make such payment,  Lessee shall pay as additional
rent for each month or fraction thereof after the end of the Initial Lease Term,
an amount equal to the highest monthly payment set forth herein.  If Lessee does
not elect to exercise  either of said options;  Lessee shall return each item of
equipment to Lessor, pursuant to and under the terms and conditions of Section 3
of the Lease.  If Lessee fails to notify Lessor as provided  herein or if Lessor
and Lessee cannot agree on the purchase or renewal terms,  then the term of this
Lease shall be  automatically  extended at the highest  rental  provided in this
Schedule,  for  successive  three month periods  unless and until  terminated by
either party giving to the other not less than three months prior written notice
by registered or certified  mail of its intention to terminate at the end of the
next succeeding extension period, and upon termination of this Schedule,  Lessee
shall return all of the Equipment as provided in the Lease.

This  lease  (and  Equipment  Schedule  and  Master  Lease the terms of which it
incorporates) has been assigned, is subject to the security interests of, and is
held in trust for the benefit of Fleet Bank NA, as Agent,  pursuant to the terms
and  conditions  of a security  agreement  dated  September 28, 1994 and related
documents (as the same may be amended).

<PAGE>
                                       1

LINC CAPITAL, INC.                                      LINC Capital, Inc.
EQUIPMENT SCHEDULE                                      303 East Wacker Drive
SCHEDULE NO. 001                                        Chicago, Illinois 60601
                                                        (312) 946-1000

-------------------------------------------------------------------------------
Equipment Location:CONNECTICUT VALLEY HOSPITAL, Silver Street, 
Middletown, CT  06457   Master Lease Agreement No.:  7193    Acceptance Date:
                                                             March ___, 1998
------------------------------------------------------------------------------- 

LINC Capital,  Inc.  (Lessor)  hereby agrees to lease to the Lessee named below,
and Lessee hereby agrees to lease and rent from Lessor the Equipment  identified
below, for the term and at the rental payments  specified herein, all subject to
the terms and  conditions set forth herein and on the reverse side hereof and in
the referenced  Master Lease  Agreement  except as the same may be varied by the
terms of this Schedule.

--------------------------------------------------------------------------------
Equipment  Description:  The Equipment will consist of Medication Dispensing and
Pharmacy Management ACTUAL Cost of Equipment: $ Systems, as more fully described
on  Schedule   "A"  attached   hereto  and  made  a  part   hereof.   133,715.37
--------------------------------------------------------------------------------

TERM AND RENTAL:
--------------------------------------------------------------------------------
Commencement Date: April 1, 1998  Initial Payment:  $7,751.74
 Initial Lease Term: 42 months
--------------------------------------------------------------------------------

ACTUAL  Rental  Payments*(plus,  if  applicable  all sales,  use or other  taxes
imposed  upon  rental  payments)  shall be made  monthly in advance as  follows:
$3,875.87 per rental payment  beginning on the Commencement Date until forty-two
(42) rental  payments  have been paid in full  followed by exercise by Lessee of
one of the two options listed below in End of Term Options.

*Rental  Payments  are  based  on the  Lease  Rate  Factor  and are  subject  to
adjustment  as  described  in  Paragraph  A  on  the  REVERSE  SIDE  HEREOF.  If
applicable,  all freight, sales and use taxes, insurance and maintenance expense
paid by Lessor shall be paid by Lessee in accordance with the terms of the Lease
and this Schedule.

PROPERTY  TAXES:  Lessor shall  report all  Equipment  for personal  property or
advalorem tax return  purposes as may be required under  applicable law, and all
resulting taxes shall be paid by Lessee.

END OF TERM OPTIONS:  At the end of the initial lease term the following options
are granted to Lessee in accordance with the terms described on the reverse side
hereof:

Option to Renew the  Initial  Lease  Term at a Rental  equal to the 1.25% of the
Equipment Cost specified above for a renewal period of eighteen (18) months.

Option to Purchase not less than all of the  Equipment at the end of the Initial
Lease Term (as described  above  including any extension  thereof) at a Purchase
Option Price equal to the then FAIR MARKET VALUE of the Equipment.

<PAGE>
                                       2

SPECIAL TERMS AND CONDITIONS:

1.   Additional  Collateral  In order to  secure  the  obligations  of Lessee to
     Lessor under this Equipment Schedule,  Lessee shall enter into a collateral
     assignment in form and substance  acceptable to Lessor  covering the rights
     of Lessee to receive payment of monies arising out of its Contract with the
     State of Connecticut,  Department of Administrative  Services,  Procurement
     Services, on behalf of Connecticut Valley Hospital.

2.   Maintenance  of  Equipment.  Pursuant  to  Section  5 of the  Master  Lease
     Agreement  requiring the Lessee to keep the  Equipment  under a maintenance
     contract  during the term of the Lease,  Lessee  agrees that it has entered
     into and will maintain during the term of the Lease, a maintenance contract
     with  National,  MD, a subsidiary of GE Capital  Services or an alternative
     comparable maintenance provider, only upon Lessee's prior written consent.

3.   Guaranty.  This  Equipment  Schedule is contingent on Lessee  furnishing to
     Lessor a Guaranty from its parent,  Medical  Technology  Systems,  Inc., in
     form and substance acceptable to Lessor.

ADDITIONAL  TERMS AND CONDITIONS TO THIS  EQUIPMENT  SCHEDULE ARE ON THE REVERSE
SIDE HEREOF.

The  person  executing  this  Lease for and on behalf  of  Lessee  warrants  and
represents,  which warranty and  representation  shall survive the expiration or
termination  of this Lease,  that this Lease and the  execution  hereof has been
duly  and  validly  authorized  by  Lessee,  constitutes  a  valid  and  binding
obligation of Lessee and that he has authority to make such execution for and on
behalf of Lessee.

--------------------------------------------------------------------------------
Co-Lessee:                              ACCEPTED AT CHICAGO, ILLINOIS BY LESSOR:
PERFORMANCE PHARMACY SYSTEMS, INC.      LINC CAPITAL, INC

By:________________________________     By:________________________________
Title:_____________________________     Title:_____________________________
Date:______________________________     Date:  ____________________________

--------------------------------------------------------------------------------

Co-Lessee:                               Co-Lessee:
MEDICATION MANAGEMENT SYSTEMS, INC.      LIFESERV TECHNOLOGIES, INC.

By:________________________________     By:________________________________
Title:_____________________________     Title:_____________________________
Date:______________________________     Date:  ____________________________

--------------------------------------------------------------------------------

<PAGE>
                                       3

              ADDITIONAL TERMS AND CONDITIONS TO EQUIPMENT SCHEDULE

A.  Adjustments to Rental  Payments.  Rental  Payments are based on a Lease Rate
Factor of 2.8986%  subject to adjustment as described  below.  The Monthly Lease
Rate  Factor  will be  indexed  to the yield for U.S.  Treasury  Notes  maturing
closest  to the date 3.5  years  from the  Commencement  Date of this  Equipment
Schedule  (the  "Index  Instrument").  The  yield  of the  Index  Instrument  is
currently 5.3% for the 6-5/8% Treasury Notes maturing July, 2001, as reported in
the Wall Street  Journal dated  January 14, 1997.  The Monthly Lease Rate Factor
shall be  adjusted  by Lessor to provide  for any  increase  in the yield of the
Index Instrument on the  Commencement  Date of this Equipment  Schedule.  At the
Commencement Date of this Equipment Schedule,  the Monthly Lease Rate Factor (as
adjusted) shall be fixed for the Initial Lease Term of this Equipment Schedule.

B.  Estimated  Cost  of  Equipment,   Estimated   Acceptance   Date,   Estimated
Commencement Date and Adjustments in Rental. As used herein, "actual cost" means
the total cost to Lessor of purchasing  and  delivering  the Equipment to Lessee
including,  subject to Lessor's consent, taxes, transportation charges and other
charges,  which may be  applicable.  The amount of each payment set forth in the
Schedule are based on an estimate of actual cost,  which  estimate may, but need
not,  be set  forth  in  the  Schedule,  and  such  amounts  shall  be  adjusted
proportionately  (increased  or  decreased)  if the actual cost of the Equipment
differs  from said  estimate.  Lessee  hereby  authorizes  Lessor to adjust,  if
necessary, the amounts set forth in the Schedule to reflect actual cost when the
actual cost is known and to add to the amount of each rental  payment any sales,
use or leasing tax that may be imposed on or  measured  by the rental  payments.
Lessor will inform Lessee of the adjustments in rent necessary to reflect actual
cost. If the Commencement Date and Acceptance Date are "estimated" Lessee agrees
to  execute  a  replacement   Equipment   Schedule   setting  forth  the  actual
Commencement Date and Acceptance Date as soon as those dates become final.

C. Initial Payment and/or Security Deposit. Lessee shall make a security deposit
and/or  initial  payment as indicated in this  Schedule  upon  execution of this
Schedule  and  lessor  shall be  authorized  to apply  funds  held by Lessor and
otherwise  payable to Lessee for such  purposes.  Any initial  payments  made by
Lessee  shall be deemed to have been earned by Lessor  immediately  upon receipt
thereof and shall be deemed to have been applied immediately to satisfy Lessee's
obligations to make such payments hereunder. Initial Payments made by the Lessee
shall not be refundable  under any  circumstances.  Any security deposit paid by
Lessee  shall not be  refundable  to  Lessee in the event  that the term of this
Lease does not commence unless on account of Lessee's rightful refusal to accept
delivery  of the  Equipment  and in that event such sums shall be deemed to have
been earned by Lessor  immediately  upon the receipt hereof.  At Lessor's option
any security deposit made hereunder may be applied by Lessor to cure any default
of Lessee  under the lease,  in which event Lessee  shall  promptly  restore the
security deposit to their full amounts as set forth in this Schedule. If all the
terms and  conditions  herein to be performed by Lessee are fully  performed and
all of Lessee's  obligations  hereunder are fully complied with, that portion of
any  security  deposit  not so  applied  shall  be  refunded  to  Lessee  at the
termination or expiration of this Lease.

D.  Purchase  Option  and/or  Option for  Renewal of Lease Term.  [This  section
applies only if this schedule indicates that an option to purchase the Equipment
or an option to renew the Lease Term is  applicable.]  Provided  that the Lease,
this Schedule, or any option granted hereunder has not been terminated by Lessor
and that no Event of Default shall have occurred and shall be continuing, Lessor
agrees to grant  Lessee an option to purchase  the  Equipment  and/or  renew the
Lease Term. See Section 18 of the Master Lease  Agreement for  additional  terms
and conditions applicable to End of Term Options.

If an Event of  Default  has not  occurred  under the Lease,  Lessee,  by giving
Lessor not less than ninety (90) days written  notice by registered or certified
mail  prior  to the  expiration  date of this  Schedule,  may,  elect  to (1) if
applicable,  purchase not less than all of the Equipment then leased  hereunder,
at the times and in the manner hereinafter specified, for an amount equal to the
Purchase  Option Price stated on the face of this  Schedule plus any accrued and
unpaid rental or other amounts due under the Lease and plus any applicable sales
tax with respect thereto or (2) if applicable,  renew the lease term of not less
than all of the  Equipment  then leased  hereunder for the period(s) and for the
renewal rental(s)  (payable in advance) stated on the face of this Schedule.  If
Lessee elects to exercise said purchase  option,  same shall be exercised on the
day immediately  following the date of expiration of the minimum lease term, and
by the  delivery  at such time by Lessee  to  Lessor of  payment,  in cash or by
certified  check,  of the  amount of the  Purchase  Price for the  Equipment  as
hereinbefore set forth.

Upon  payment of said  purchase  price for the  Equipment,  Lessor  shall,  upon
request  of  Lessee,  execute  and  deliver  to  Lessee  a Bill of Sale  for the
Equipment,  on an  "AS  IS,"  "WHERE  IS,"  "WITH  ALL  FAULTS"  basis,  without
representations  or warranties of any kind  whatsoever.  If Lessee exercises its
purchase  option and fails to make such payment,  Lessee shall pay as additional
rent for each month or fraction thereof after the end of the Initial Lease Term,
an amount equal to the highest monthly payment set forth herein.  If Lessee does
not elect to exercise  either of said options;  Lessee shall return each item of
equipment to Lessor, pursuant to and under the terms and conditions of Section 3
of the Lease.  If Lessee fails to notify Lessor as provided  herein or if Lessor
and Lessee cannot agree on the purchase or renewal terms,  then the term of this
Lease shall be  automatically  extended at the highest  rental  provided in this
Schedule,  for  successive  three month periods  unless and until  terminated by
either party giving to the other not less than three months prior written notice
by registered or certified  mail of its intention to terminate at the end of the
next succeeding extension period, and upon termination of this Schedule,  Lessee
shall return all of the Equipment as provided in the Lease.