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                                                                    EXHIBIT 10.7



ROCKFORD INDUSTRIES, INC.                   Master Lease No.64553-89916-001
1851 East First Street, Sixth Floor
Santa Ana, CA  92705                        LESSEE NAME & ADDRESS
Tel: (714) 547-7166  (800) 876-7788         MAXXIS GROUP, INC.
Fax: (714) 547-3889                         1901 MONTREAL RD
                                            TUCKER, GA  30084

MASTER LEASE AGREEMENT

On the terms and conditions hereof, Lessee agrees to lease from Rockford
Industries, Inc. ("LESSOR"), and Lessor agrees to lease to Lessee, certain
equipment (together with all additions thereto and substitutions and
replacements thereof, collectively, the "EQUIPMENT") in the quantities, models
and prices, and for the term as designated in each equipment schedule in the
form of Schedule "A" attached hereto (each, a "SCHEDULE," and collectively, the
"SCHEDULES") and to be acquired from the respective suppliers designated on each
Schedule (each, a "SUPPLIER"). LESSEE REPRESENTS AND WARRANTS THAT IT HAS
SELECTED THE EQUIPMENT AND EACH SUPPLIER BASED SOLELY ON ITS OWN JUDGMENT. Each
Schedule shall reference this Master Lease Agreement (this "MASTER LEASE") and
shall be deemed to incorporate therein all of the terms and conditions hereof,
unless and to the extent any provisions hereof are expressly excluded or
modified therein, and shall contain such additional terms as Lessor and Lessee
shall, in their sole discretion, agree upon. All Equipment leased subsequent to
the date hereof shall be subject to the terms and conditions of the related
Schedule and this Master Lease, as incorporated therein. All of the terms and
conditions of this Master Lease shall survive its termination and apply in full
force and effect to any and all Schedules. Each Schedule, together with (a) the
terms and conditions of this Master Lease so incorporated therein, and (b) any
schedules, attachments or exhibits thereto or hereto, shall constitute a
separate lease agreement (each, a "LEASE" and collectively, the "LEASES"). Each
such Lease may be assigned by Lessor and/or reassigned separate and apart from
any other Leases hereunder. With respect to each Lease, Lessor or its assignee
shall have all of the rights of the "Lessor" thereunder, and such rights shall
be separately exercisable by Lessor or such assignee, as the case may be,
exclusively and independently of the rights of Lessor or such assignee with
respect to any other Leases. To the extent that any Schedule constituting a
Lease hereunder would constitute "chattel paper" as such term is defined under
the Uniform Commercial Code (the "UCC"), a security interest therein may be
created only through the transfer or possession of the original counterpart of
such Schedule executed pursuant to this Master Lease. The transfer or possession
of an original counterpart of this Master Lease shall not be necessary to
perfect such security interest and no security interest in any Schedule
constituting a Lease hereunder may be created by the transfer or possession of
any other counterpart of such Schedule or by the transfer or possession of any
counterpart of this Master Lease. Lessee confirms that each Lease is a
commercial lease and that all Equipment leased pursuant to any Lease will be
used solely for commercial or business purposes (and not for consumer, personal,
family or household purposes) on the terms and conditions set forth in the Lease
covering such Equipment. With respect to each Lease, Lessee acknowledges that
such lease is intended to be a "true" lease, and is a "finance lease" as defined
in UCC Section 2A-103(l)(g). Lessee further acknowledges that it is entitled
under UCC Article 2A (as such Article, as amended from time to time, may be in
effect, "UCC 2A") to the promises and warranties, including those of any third
party, provided to Lessor by any Supplier in connection with the acquisition by
Lessor of the Equipment or the right to possession and use thereof. Lessor
acknowledges that Lessee may communicate with any Supplier and receive an
accurate and complete statement of such promises and warranties, including any
related disclaimers, limitations or remedies. Lessee also 

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acknowledges that it received and read the notifications contained in this
paragraph before Lessee signed any Schedule constituting a Lease hereunder.
A.       TERM. The term of this Master Lease shall commence on the date hereof
and shall continue until the latest of the respective termination dates of this
Master Lease and the Leases, unless otherwise terminated earlier pursuant to the
provisions of this Master Lease. In the event that this Master Lease shall be
terminated pursuant to the provisions hereof and prior to the latest of the
respective termination dates of the Leases, then, at the sole option of Lessor
and any assignees of Lessor, and provided that all obligations of Lessee under
each Lease shall have been satisfied, all outstanding Leases shall be terminated
concurrently herewith. The term of each Lease shall commence (the "COMMENCEMENT
DATE") on: (a) the first date on which any Equipment is delivered to Lessee or
Lessee's agents; or (b) at Lessor's election, such later date on which either
(i) physical delivery of all of the Equipment covered by a Schedule constituting
a Lease hereunder has been completed, or (ii) the fist commercial use of any
Equipment covered by a Schedule constituting a Lease hereunder shall have
occurred prior to Lessor's receipt of the Certificate of Acceptance (as defined
in Section G hereof), and shall terminate as indicated in such Schedule, unless
terminated earlier pursuant to the terms of this Master Lease. If Lessor should
decide to cancel this Master Lease or any Lease prior to the Commencement Date
of such Lease, in addition to any other liability hereunder and under any
Leases, each Obligor (as defined below) shall assume all of Lessor's obligations
with respect to all of the related Equipment. As used in this Master Lease, the
term "OBLIGOR" shall mean Lessee and each guarantor, surety and other person or
entity liable for any of Lessee's obligations under this Master Lease or any
Lease. 
B.       RENTAL AND FEES. With respect to each Lease: (a) all advance rentals
(collectively, the "ADVANCE RENTALS") shall be due at the later of (i) the date
of execution by Lessee of this Master Lease; or (ii) the date of execution by
Lessee of the related Schedule; and (b) the subsequent rentals under such Lease
(together with the Advance Rentals, collectively, the "Rentals") shall be
payable in advance beginning on the Commencement Date in the amounts and at the
times specified in the related Schedule. In the event the term of any Lease does
not commence for any reason, the Advance Rentals thereunder shall not be
refunded to Lessee and shall be retained by Lessor not as a penalty but as
liquidated damages to cover Lessor's administrative expenses in processing the
application for such Lease, preparing any related documentation, undertaking any
due diligence and taking any other actions relating to the foregoing. Lessee
shall, upon Lessor's demand, promptly pay or reimburse Lessor for all
documentation and administrative fees and expenses relating to the Equipment and
each Lease, including (without limitation) Lessor's standard documentation fees,
UCC and other search fees, UCC filing fees, fees and expenses of Lessor's
attorneys' and other related fees, costs and expenses. 
C.       NOTICES; NO WAIVER; TIME; ENTIRE AGREEMENT; SEVERABILITY; GOVERNING
LAW. Any notices to be given under this Master Lease or any Lease shall be
effective at the end of the fifth day following the mailing thereof, via United
States first class mail with postage prepaid, to the other party at the address
set forth herein or such other address as such other party may have specified by
written notice. No failure on the part of Lessor to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by Lessor of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. Time is of the
essence with respect to this Master Lease and each Lease. With respect to each
Lease, this Master Lease and the related Schedule, together with all schedules,
attachments and exhibits hereto and thereto, contain the entire agreement with
respect to the transactions described herein and therein and supersede any
conflicting provision of any contract, purchase order or any other verbal or
written agreement. No term or provision of this Master Lease or any Lease may be

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amended, altered, waived, discharged or terminated except by a written
instrument, signed by Lessor and Lessee, which complies with the requirements of
the UCC. Any provision of this Master Lease or any Lease which is invalid under
the law of any state shall, as to such state, be ineffective to the extent of
such prohibition in such state only, without invalidating the remaining
provisions of this Master Lease or such Lease in such state. Lessee shall make
the payments set forth in this Master Lease and the Schedules relating to each
Lease at Lessor's address set forth above, and this Master Lease and each Lease
shall be performed in Orange County, California where Lessee's payments shall be
sent. THIS MASTER LEASE AND EACH LEASE IS ENTERED INTO IN AND SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW OR CHOICE OF LAW. Lessee hereby
consents to the exclusive venue and jurisdiction of any Federal or state court
located in Orange County, California with respect to any action commenced
hereunder or under any Lease. Lessee agrees that service of process in any
action hereunder or under any Lease shall be sufficient if made by first class
certified mail to Lessee at the address set forth herein or such other address
as such other party may have specified by written notice in accordance with the
terms hereof. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY
WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION COMMENCED HEREUNDER OR UNDER ANY
LEASE. 
D.       LATE PAYMENTS. When Lessee fails to pay any part of any monthly lease
payment or other sum due hereunder and is not received by Lessor within five (5)
days of its due date, Lessee agrees, so as to compensate Lessor for costs and
Lessor's inability to reinvest the sums due, to pay Lessor in regards to said
delinquent payment: a) a late charge equal to the greater of ten cents
(10(cents)) per one dollar ($1.00) of each delinquent payment or twenty five
($25) dollars; plus b) a late charge of one fifteenth of one percent (1/15%) per
day on the delinquent amount commencing one month after the amount was due,
until paid. 
E.       LEASE NON-CANCELABLE; PAYMENTS TO BE NET. Lessee agrees that all
Rentals or other sums payable by Lessee hereunder or under any Lease shall be
the unconditional obligation of Lessee and shall be made without abatement,
reduction or setoff of any nature, including (without limitation) any thereof
arising out of any security deposit amounts, certificates of deposit and similar
credit supports provided by Lessee or on its behalf, or any present or future
claim Lessee may have against Lessor, any of Lessor's assignees, any Supplier or
any manufacturer, carrier or vendor of the Equipment or any part of the
Equipment. THIS MASTER LEASE AND EACH LEASE SHALL NOT BE CANCELABLE OR
TERMINABLE BY LESSEE PRIOR TO THE END OF THE TERM HEREOF OR THEREOF EXCEPT AS
EXPRESSLY PROVIDED HEREIN OR THEREIN. 
F.       TAXES; INDEMNITY. With respect to each Lease, agrees that taxes are not
included in the Lease calculations. Lessee agrees: (a) to pay, promptly when
due, all license fees and assessments, and all sales, use, property, excise and
other taxes or charges (including any interest and penalties), now or hereafter
imposed by any governmental body or agency upon any Equipment or the purchase,
ownership, possession, leasing, operation, use or disposition thereof made
thereunder, or the Rentals or other payments thereunder (excluding taxes on or
measured by the net income of Lessor); (b) to prepare and file promptly with the
appropriate offices any and all tax and other similar returns required to be
filed with respect thereto (promptly sending copies thereof to Lessor) or, if
requested by Lessor, to notify Lessor of such requirement and furnish Lessor
with all information required by Lessor so that it may effect such filing; (c)
to assume all risks of liability arising from or pertaining to the purchase,
delivery, ownership, possession, leasing, operation, use, maintenance, storage,
repair, condition, transportation or other disposition of any Equipment or the
return of any Equipment to Lessor or any claims of patent, trademark or
copyright infringement and, at Lessee's sole expense and irrespective of whether
any of the 
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following shall have resulted from or be attributable in any way to any action
or inaction of Lessee, to indemnify and save Lessor, and Lessor's directors,
officers, employees, affiliates, servants, agents, successors and assigns,
harmless from and against, and to defend them against any and all claims,
actions, proceedings, settlements, judgments, losses, liens, obligations, costs,
expenses, attorneys' fees, fines, damages and liabilities arising therefrom or
pertaining thereto (including, without limitation, any thereof arising out of
injury to or death of persons or damage to property); and (d) that Lessor will
have the right each year to estimate the yearly property taxes that will be due
on the Equipment and that Lessee will pay the estimated personal property taxes
when requested or, at Lessor's election regarding personal property taxes,
Lessee will pay Lessor a monthly personal property tax fee equal to three-tenths
of one percent (0.3%) of the original Equipment cost to reimburse Lessor for
Lessor's payment of taxes and costs for preparing, reviewing and filing returns.
Any amounts required to be paid by Lessee under this Section F which Lessee
fails to pay may be paid by Lessor and shall, at Lessor's option, become
immediately due from Lessee to Lessor. Lessee's obligations contained in this
Section F shall survive the termination of this Master Lease and the Leases. 
G.       ACCEPTANCE. Promptly upon delivery to Lessee of the Equipment to be 
leased under any Lease, Lessee shall inspect the Equipment and execute and
deliver to Lessor a Certificate of Acceptance (the "Certificate of Acceptance")
in form and content satisfactory to Lessor. Unless Lessee gives Lessor and
Supplier written notice of each defect or other proper objection to any
Equipment within five (5) days after delivery thereof, such Equipment shall be
deemed to have been duly delivered to and unconditionally accepted by Lessee. If
Lessee wrongfully refuses delivery of any Equipment for any reason, then Lessee
agrees to promptly pay the price invoiced by Supplier to Lessor, or if such
payment is not made, Lessee indemnifies and holds Lessor harmless from and
against, and agrees to protect and (at Lessor's option) to defend Lessor at
Lessee's sole expense (with counsel acceptable to Lessor) against, any claim of
liability and damage by Supplier with reference to such Equipment. Upon such
payment, the related Schedule and Lease shall terminate as to such Equipment
only, and the Rentals thereunder shall be proportionately adjusted. 
H.       INSURANCE. With respect to each Lease, for the period from the date on
which the Equipment is delivered to Lessee or Lessee's agent until the date of
its redelivery to Lessor, Lessee, at its sole cost and expense, shall procure,
maintain, and pay for (a) casualty insurance, naming Lessor as "loss payee,"
against the loss, theft or destruction of or damage to the Equipment, including
(without limitation) loss by fire and such other hazards as are customary for
personal property of the same or similar type as the Equipment, subject to
customary deductions, and (b) public liability insurance, naming Lessor as an
"additional insured," covering both personal injury and property damage arising
out of or in connection with the use or operation of the Equipment. All such
insurance shall be with companies and in form and amount satisfactory to Lessor,
but shall in no event be in an amount less than the full replacement value of
the Equipment as determined by Lessor. Lessee shall deliver the policies of
insurance (or duplicates thereof) or certificates of insurance to Lessor. Each
insurer shall agree by endorsement upon the policy or policies issued by it, or
by independent instrument furnished to Lessor, that it will give Lessor at least
thirty (30) days prior written notice before the policy in question shall be
altered or canceled and that, as to the interest or coverage of Lessor or
Lessor's assignee thereunder, such policy shall not be suspended, forfeited or
in any manner prejudiced by any default, misrepresentation or other breach of
warranty, condition or covenant by Lessor or Lessee under such policy or any
Lease. The proceeds of such insurance, at the option of Lessor, shall be applied
(i) toward the replacement, restoration or repair of the Equipment, or (ii)
toward payment of the obligations of Lessee hereunder and under the Leases.
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Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make claim for,
receive payment of, execute and endorse all documents, checks or drafts for loss
or damage under any such insurance policy. In the event the amount of insurance
proceeds with respect to any Total Loss (as defined below in Paragraph I) is
less than the Reimbursement Amount required under Paragraph I of this Agreement,
Lessee agrees to promptly pay to Lessor the difference in such amounts. When not
insured by Lessee, Lessor will be exposed to increased credit risks;
consequently, Lessee agrees to pay Lessor each month a NON-COVERAGE CHARGE equal
to one quarter of one percent (0.25%) of Actual Total Equipment Cost, until
Lessee complies with the insurance requirements described above. Such charges do
not take the place of insurance requirements contained herein. 
I.       FINANCIAL STATEMENTS. If requested by Lessor, Lessee agrees to promptly
deliver to Lessor annual and interim financial statements. 
J.       RISK OF LOSS. With respect to each Lease, for the period from the date
on which the Equipment is delivered to Lessee or Lessee's agent until the date
of its redelivery to Lessor: (a) the Equipment shall be held at all times at the
sole risk of Lessee for injury, damage (including damage to third parties and
their property), loss, destruction, theft, expropriation or requisition (as to
either title or use); and (b) in case before return to Lessor any or all of the
Equipment is destroyed, lost, stolen, damaged beyond repair, permanently
rendered unfit for normal use, expropriated or requisitioned for any reason
whatsoever (each, a "TOTAL LOSS"), Lessee agrees promptly to notify Lessor and
to pay, at Lessor's option, on demand, as reimbursement to Lessor for such Total
Loss, an amount equal to the Reimbursement Amount (as defined below), payment of
which shall relieve Lessee from liability for any further rent with respect to
such Equipment. As used in this Master Lease: (i) the term "REIMBURSEMENT
AMOUNT" shall mean, with respect to any Total Loss, the greater of (A) the Fair
Market Value (as defined below) of the related Equipment, as determined
immediately prior to the occurrence of such Total Loss, or (B) the sum of (1)
the entire unpaid balance of Rentals for the entire original term allocable to
such Equipment, discounted at a rate of 5.50% per annum as of the date of such
Total Loss, PLUS (2) Lessor's residual value as may be allocated to such
Equipment, plus (3) any other amounts then due and owing under the related
Lease; and (ii) the "FAIR MARKET VALUE" of any Equipment shall mean the fair
market sales value of such Equipment, assuming such Equipment is in the
condition required to be maintained under Section O hereof, after deducting
reasonable costs and expenses of sale, as reasonably determined by Lessor or, at
Lessor's option, by an independent appraiser selected by Lessor, at Lessee's
sole cost and expense, whose determination shall be conclusive and binding upon
the parties hereto. 
K.       TITLE; PERSONAL PROPERTY; ENCUMBRANCES; LOCATION. With respect to each 
Lease, Lessee covenants and agrees that: (a) title to the Equipment is and at
all times shall remain in Lessor, and Lessee shall not cause or suffer any
substitution, exchange or addition of the Equipment; (b) the Equipment is and
shall remain personal property of Lessor and shall not be attached to or become
part of any realty; (c) the Equipment shall be installed and used at the address
of Lessee or such other location as specified on the Schedule constituting a
Lease hereunder, and Lessee will not relocate any Equipment without the prior
written consent of Lessor; (d) Lessee will not sell, secrete, mortgage, assign,
transfer, lease, sublet, loan, part with possession of or encumber the Equipment
or permit any liens or charges to become effective thereon or permit or attempt
to do any of the acts aforesaid; and (e) Lessee shall, at Lessee's own expense,
take such action as may be necessary (i) to remove any encumbrance, lien or
charge, and (ii) to prevent any third party from acquiring any other interest in
any Equipment (including, without limitation, by reason of such Equipment being
deemed to be a fixture or part of any realty). Upon request, Lessee shall, at
Lessee's own expense, affix and maintain on the Equipment a plate, label or
other marking, satisfactory to Lessor, indicating Lessor's interest therein.
Prior to 
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the relocation of any Equipment, Lessee shall promptly execute and deliver such
agreements and documents as may be reasonably requested by Lessor in connection
with such relocation, including (without limitation) any UCC financing
statements. 
L.       MAINTENANCE; ACCESSIONS; INSPECTION, ALTERATIONS. Lessee agrees
that, at its sole expense, it will have sole responsibility for maintenance and
preservation of the Equipment and for all repairs and replacements necessary to
keep the Equipment in good repair, working order and condition, ordinary wear
and tear resulting from proper use thereof excluded. Lessee further agrees that
it will maintain the Equipment in such condition at its sole expense
continuously throughout the term of this Master Lease. All replacements or
substitutions of parts of or in any of the Equipment shall constitute accessions
thereto and shall become part of the Equipment owned by Lessor. Upon Lessor's
request, Lessee will permit Lessor to have access to the Equipment at all
reasonable times for the purpose of inspection and examination. Lessee shall
neither make nor cause to be made any alterations in the Equipment without the
prior written consent of Lessor. 
M.       USE OF EQUIPMENT. With respect to each Lease, Lessee shall be entitled
to the right to possession and control of the Equipment and the use thereof
during the term of such Lease so long as no Event of Default (as defined in
Section P hereof) has occurred. Lessee will comply with all laws, regulations
and ordinances, and all applicable requirements of the manufacturer of the
Equipment, applicable to the physical possession, operation, condition, use and
maintenance of the Equipment. Lessee agrees to obtain all permits and licenses
necessary for the operation of the Equipment. LESSEE COVENANTS, WARRANTS AND
REPRESENTS TO LESSOR THAT THE EQUIPMENT WILL BE USED FOR BUSINESS OR COMMERCIAL
USE ONLY. 
N.       DENIAL OF WARRANTIES. LESSOR HAS NOT MADE AND MAKES NO WARRANTY OR
REPRESENTATION OF ANY KIND, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE EQUIPMENT, INCLUDING (WITHOUT LIMITATION) AS TO ITS DESIGN OR
CONDITION, THE QUALITY OF THE MATERIAL AND EQUIPMENT IN OR WORKMANSHIP OF THE
EQUIPMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO
LESSOR'S TITLE TO IT OR ANY COMPONENT THEREOF OR AS TO ANY OTHER MATTER, IT
BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE
BY LESSEE, AND THE BENEFITS OF ANY AND ALL IMPLIED WARRANTIES OF LESSOR ARE
HERBY WAIVED BY LESSEE. With respect to each Lease, Lessee acknowledges that it
has selected the Supplier and the Equipment on the basis of its own judgment and
expressly disclaims any reliance upon any statements or representations made by
Lessor. Notwithstanding any fees which may be paid by Lessor to any Supplier, or
any salesperson, employer or agent of any Supplier, LESSEE UNDERSTANDS AND
AGREES THAT NEITHER SUCH SUPPLIER NOR SUCH SALESPERSON, EMPLOYEE OR AGENT IS AN
AGENT OF LESSOR OR IS AUTHORIZED TO BIND LESSOR OR TO WAIVE OR ALTER ANY TERM OR
CONDITION OF THIS MASTER LEASE OR ANY SCHEDULE CONSTITUTING A LEASE HEREUNDER OR
TO ADD ANY PROVISION HERETO OR THERETO (WHICH ACTS MAY BE EFFECTED ONLY IN A
WRITING SIGNED BY AN AUTHORIZED OFFICER OF LESSOR). NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT OR ANY OTHER MATTER BY
ANY SUPPLIER SHALL BE BINDING ON LESSOR, NOR SHALL THE BREACH OF SUCH IN ANY WAY
AFFECT LESSEE'S DUTY TO PERFORM ITS OBLIGATIONS AS SET FORTH IN THIS MASTER
LEASE OR ANY SCHEDULE CONSTITUTING A LEASE HEREUNDER. IN NO EVENT SHALL LESSOR
BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO ANY
EQUIPMENT. WITH RESPECT TO EACH LEASE, LESSOR MAKES NO WARRANTY AS TO THE
TREATMENT OF SUCH LEASE FOR ACCOUNTING PURPOSES, OR AS TO THE COMPLIANCE OF THE
EQUIPMENT WITH APPLICABLE GOVERNMENTAL REGULATIONS OR REQUIREMENTS, WHICH SHALL
BE THE SOLE RESPONSIBILITY OF THE SUPPLIER AND/OR THE MANUFACTURER OF THE
EQUIPMENT. Lessee agrees to look solely to the Supplier, manufacturer and/or the
carrier of the Equipment (which are solely responsible for supplying Lessee with
all literature and manuals respecting the Equipment) for any claim arising from
any defect, breach of warranty, failure or delay in delivery, misdelivery or
inability to use any 
<PAGE>   7
Equipment for any reason and Lessee's obligations to Lessor under each Lease
shall not in any manner be affected thereby, including (without limitation)
Lessee's obligations to pay Lessor all rent and other amounts payable under such
Lease. LESSOR EXPRESSLY DISCLAIMS ANY WARRANTY THAT NO PERSON HOLDS A CLAIM TO
OR INTEREST IN THE EQUIPMENT (NOT ARISING SOLELY FROM ANY ACT OR OMISSION OF
LESSOR) THAT WILL INTERFERE WITH LESSEE'S ENJOYMENT OF ITS LEASEHOLD INTEREST IN
THE EQUIPMENT. 
O.       ASSIGNMENT. Lessee shall not assign this Master Lease, any
Lease or any interest herein or therein, or sublease any Equipment, or part with
possession of any Equipment, without the prior written consent of Lessor.
Lessor's rights, title and interest in and to this Master Lease, each Lease and
the Equipment may be sold, transferred and assigned by Lessor (and its
assignees) without notice, and Lessor's assignees (and their respective
assignees) shall have all of the rights, powers, privileges and remedies of
Lessor hereunder. Except to the extent any assignee otherwise agrees in writing,
no assignee shall be obligated to perform any of the obligations of Lessor
hereunder or under any Lease and Lessee (if notified of such assignment) shall
not be entitled to terminate or amend this Master Lease or any Lease without the
prior written consent of such assignee. 
P.       RETURN OF EQUIPMENT. Lessee shall, at its own cost and expense, at the
end of the term of each Lease, crate and ship all of the Equipment in a proper
manner to Lessor, freight and insurance prepaid, to any location specified by
Lessor within the continental United States, the Equipment to be in good
operating condition as required by Section K hereof. With respect to each Lease,
Lessee will continue to make Rental payments after the term of such Lease
expires until all the Equipment is returned. Lessee agrees to pay Lessor the
replacement cost and/or the repair and refurbishing cost, including cleaning,
for an amount designated by Lessor, if any Equipment is returned damaged or
incomplete, or shows signs of excessive wear and tear, within ten (10) days of
Lessor's request. 
Q.       EVENTS OF DEFAULT; REMEDIES, EXPENSES. Each of the following events
shall constitute an "Event of Default": (a) Lessee shall default in the payment
when due of any Rentals under any Lease, or any Obligor shall default in the
payment when due of any other sums payable hereunder or under any Lease; or (b)
Lessee shall default in the observance or performance of any other covenant or
agreement in this Master Lease or any Lease, and such default shall continue for
a period of fifteen (15) days; or (c) any representation or warranty made by or
on behalf of any Obligor in this Master Lease or any Lease shall at any time
prove to have been incorrect or untrue when made; or (d) any Obligor shall make
any misrepresentation to Lessor or fail to disclose to Lessor any material fact
in connection with the Master Lease or any Lease or otherwise, either
contemporaneously with or at any time prior or subsequent to the execution
hereof or thereof; or (e) any Obligor shall breach any warranty, covenant or
agreement contained in this Master Lease or any Lease; or (f) or suspend its
usual business; or (g) any Obligor shall dissolve (if such Obligor is a
corporation, partnership, limited liability company or other business entity) or
become insolvent (however evidenced) or bankrupt, commit any act of bankruptcy,
make an assignment for the benefit of creditors, suspend the transaction of its
usual business or consent to the appointment of a trustee or receiver, or a
trustee or a receiver shall be appointed, for any Obligor or for a substantial
part of its property, or bankruptcy, reorganization, insolvency or similar
proceedings shall be instituted by or against any Obligor; or (h) an order,
judgment or decree shall be entered against any Obligor by a court of competent
jurisdiction and such order, judgment or decree shall continue unpaid or
unsatisfied and in effect for any period of sixty (60) consecutive days without
a stay of execution, or any execution or writ or process shall be issued in
connection with any action or proceeding against any Obligor or its property
whereby the Equipment or any substantial part of such Obligor's property may be
taken or restrained; or (i)
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any Obligor shall default in the performance of any obligation or in the payment
when due of any sum to Lessor or any assignee of Lessor's rights hereunder under
any other contract, agreement, arrangement or understanding; or (j) any
indebtedness of any Obligor for borrowed money shall become (or shall be
permitted to become) due and payable by acceleration of maturity thereof; or (k)
any event or circumstance shall, in Lessor's opinion, give Lessor reasonable
cause to doubt any Obligor's willingness or ability to fully and promptly
perform its obligations to Lessor; or (l) any change in the condition or affairs
(financial or otherwise) of any Obligor shall, in Lessor's opinion, increase
Lessor's risk with respect to any Lease or Equipment or any security therefor;
or (m) Lessee is in default under any other agreement, lease, master lease or
schedule, whether presently or hereafter held by Lessor. Upon the occurrence of
any Event of Default, Lessor may, by written notice to Lessee (to the extent
legally permitted to do so): (i) immediately declare this Master Lease and any
or all of the Leases in default, whereupon as liquidated damages for breach of
such Lease(s) an amount equal to the sum of (A) the entire unpaid balance of the
Rentals under such Leases for the entire original term thereof, discounted at a
rate of 5.50% per annum as of the date of default, plus (B) any other amounts
then due and owing under such Lease, plus (C) twenty percent (20%) of original
cost of the related Equipment, will become immediately due and payable; and/or
(ii) proceed by appropriate court action, either at law or in equity, to enforce
performance by Lessee of the applicable covenants of this Master Lease and the
Leases or to recover damages for the breach hereof and thereof; and/or (iii)
with necessity of process or other legal action (A) terminate this Master Lease
and the Leases, (B) require Lessee, at Lessee's sole expense and for Lessor's
benefit, to assemble the Equipment at a place reasonably designated by Lessor,
and/or (C) enter onto the premises of Lessee or such other premises as the
Equipment may then be located and take possession of the Equipment, all without
liability to Lessor or any other person arising out of the taking of such
action. In addition, Lessee shall continue to be liable for all indemnities
under this Master Lease and the Leases, and for all legal fees and other costs
and expenses resulting from the foregoing defaults or the exercise of Lessor's
remedies, including (without limitation) placing any Equipment in the condition
required by Section K hereof. No remedy referred to in this Section P is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to Lessor at law or in
equity. Lessor shall be entitled to take or retain, by way of offset against any
or all amounts due and owing under this Master Lease and the Leases as
aforesaid, any assets, tangible or intangible, of Lessee which may then be in
the possession off Lessor, its correspondents, or agents. LESSEE AND EACH OTHER
OBLIGOR AGREE TO PAY AS DAMAGES LESSOR'S COLLECTION AND LEGAL EXPENSES AND
REASONABLE ATTORNEYS FEES. In all proceedings arising hereunder, reasonable
attorneys fees are stipulated and liquidated to be equal to twenty percent (20%)
of the total collection amount, plus one half (1/2) of the amount (the "Excess")
by which Lessor's actual attorneys' fees exceed twenty percent (20%) of the
total collection amount. In consideration for Lessor's agreeing to absorb the
other half (1/2) of the Excess, Lessee agrees to pay and not dispute the
attorneys' fees agreed upon by the parties as a fair and reasonable liquidated
amount. Lessee agrees that each Lease is a "true lease" and hereby waives any
provision which may require Lessor to sell, lease, or otherwise use any
Equipment in the mitigation of damages. Lessee further agrees to compensate
Lessor for collection expenses of twenty dollars ($20) per collection phone call
and up to one hundred dollars ($100) per personal visit. Lessee also agrees to
reimburse Lessor for the costs associated with returned checks, for whatever
reason returned, paying the greater of twenty-five dollars ($25) or Lessor's
actual bank charges for each such returned check. IN NO EVENT, HOWEVER, SHALL
ANY CHARGES IN THIS PARAGRAPH OR IN THIS MASTER LEASE 
<PAGE>   9
OR ANY LEASE, OR THE SUM THEREOF, EXCEED THE MAXIMUM PERMITTED BY APPLICABLE
LAW. 
R.       FURTHER ASSURANCES. Lessee will cooperate fully with Lessor (or any
assignee of Lessor pursuant to Section N hereof) for the purpose of carrying out
the intent and purposes hereof and of the Leases and to protect the interests of
Lessor. Lessor is hereby authorized, to the extent permitted by applicable law,
to file one or more UCC financing statements, whether precautionary or
otherwise, as appropriate, disclosing Lessor's interest in the Equipment, this
Master Lease, the Leases, the sums due under and/or in connection with this
Master Lease and the Leases, and in any and all other collateral which secures
Lessee's obligations to Lessor, without the signature of Lessee or signed by
Lessor as attorney-in-fact for Lessee. Lessee hereby irrevocably appoints Lessor
(and any of Lessor's officers, employees or agents designated by Lessor) as
Lessee's agent and attorney-in-fact, in Lessee's name, place and stead, to do
all things necessary to carry out the intent of this paragraph, including,
without limitation, the execution, endorsement, and filing of all UCC financing
statements. As security for the payment and performance of all of Lessee's
present and future liabilities and obligations to Lessor, Lessee hereby grants
to Lessor, a security interest in the Equipment and all proceeds of the
foregoing, which shall secure the performance of all of Lessee's obligations of
any kind whatsoever, whenever originated, to Lessor. Lessee will pay all costs
of filing any financing, continuation or termination statements with respect to
this Master Lease and the Leases, including, without limitation, any intangibles
tax and/or documentary stamp taxes relating thereto. Lessee shall also execute
and deliver to Lessor upon request such other instruments and assurances as
Lessor deems necessary or advisable for the implementation, effectuation,
confirmation or perfection of this Master Lease, the Lease and any rights of
Lessor hereunder and thereunder. LESSEE HEREBY AUTHORIZES LESSOR TO ADD TO THIS
MASTER LEASE AND/OR THE LEASES OR ANY DOCUMENT RELATED HERETO OR THERETO, SERIAL
NUMBERS, IDENTIFICATION DATA AND, WHEN DETERMINED BY LESSOR TO BE NECESSARY, ANY
DATES OR OTHER OMITTED FACTUAL DATA. 
S.       LESSEE'S WAIVERS. To the extent permitted by applicable law, Lessee 
hereby waives any and all rights and remedies otherwise available to Lessee (a)
under Section 2A-401 and 2A-402 of UCC 2A to suspend performance of any of its
obligations under this Master Lease or any Lease, and (b) under Sections 2A-508
through 2A-522 of UCC 2A, including by way of example only but not limited to,
Lessee's rights to: (i) cancel this Master Lease or any Lease; (ii) repudiate
this Master Lease or any Lease; (iii) reject any Equipment; (iv) revoke
acceptance of any Equipment; (v) recover damages from Lessor for any breach of
warranty or for any other reason; (vi) claim a security interest in any
Equipment in Lessee's possession or control for any reason; (vii) deduct from
payments to Lessor all or any part of any claimed damages resulting from
Lessor's default, if any, under this Master Lease or any Lease; (viii) accept
partial delivery of any Equipment; (ix) "cover" by making any purchase or lease,
or contract to purchase or lease, equipment in substitution for any Equipment to
be leased from Lessor; (x) recover from Lessor any general, special, incidental
or consequential damages, for any reason whatsoever; and (xi) bring a proceeding
for specific performance, replevin, detinue, sequestration, claim and delivery
or the like for any Equipment relating to this Master Lease or any Lease. To the
extent permitted by applicable law, 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 to reduce Lessor's damages as set forth in
this Master Lease or which may otherwise limit or modify any of Lessor's rights
or remedies under this Master Lease. 
T.       BINDING EFFECT. Lessee agrees that Lessee's obligations under this 
Master Lease and each Lease are absolute and unconditional and shall continue
without abatement, regardless of (a) any claim of right, rescission, setoff,
<PAGE>   10
counterclaim, recoupment or defense of any kind or for any reason, including
(without limitation) any defense of usury, or (b) any inability of Lessee to use
any Equipment or any part thereof for any reason, including (without limitation)
war, act of God, governmental regulations, strike, loss, damage, destruction,
obsolescence, failure of or delay in delivery, failure of any Equipment to
operate properly, termination by operation of law or any other cause. If more
than one Lessee is named herein or on any Schedule constituting a Lease
hereunder, then the obligations and liabilities of each hereunder is joint and
several. This Master Lease and the Leases shall be binding upon Lessee and any
other Obligors and their respective heirs, personal representatives, successors,
executors, and permitted assigns, in favor of Lessor and/or Lessor's successors
or assigns. LESSEE REPRESENTS AND WARRANTS THAT IT HAS READ, UNDERSTOOD AND
AGREED TO ALL OF THE CONDITIONS CONTAINED HEREIN. LESSEE FURTHER REPRESENTS AND
WARRANTS THAT IT HAS SOUGHT THE ADVICE OF LEGAL COUNSEL TO EXPLAIN ANY AND ALL
TERMS CONTAINED HEREIN. 
U.       LEASE PAYMENT ADJUSTMENT. The amount of each Lease
Payment is based on the supplier's best estimate of the equipment cost including
(if Applicable), any installation, other related costs and estimated sales or
use tax. The Lease Payments will be adjusted proportionately upward or downward
if the actual total cost of the equipment or taxes is more or less than the
estimate. In that event, you authorize us to ADJUST THE LEASE PAYMENTS BY UP TO
FIFTEEN PERCENT (15%).


<TABLE>
<S>                                                  <C>
LESSEE: By:       /s/ Thomas O. Cordy                /s/ Thomas O. Cordy        Date: 9/29/98
           ---------------------------------         ---------------------------      -------
                  Authorized Signature               Print Name and Title  President/CEO


LESSEE: By:                                                                     Date:   
           ---------------------------------         ---------------------------      -------
                  Authorized Signature               Print Name and Title


ACCEPTED BY
 LESSOR:                                                                                 Date:   
           ---------------------------------         ---------------------------      -------
                  Authorized Signature               Title
(NOT VALID UNTIL ACCEPTED BY LESSOR)
</TABLE>




<PAGE>   11


                              EQUIPMENT SCHEDULE TO
                             MASTER LEASE AGREEMENT

ROCKFORD INDUSTRIES, INC.                   Master Lease #    89916
1851 East First Street, Sixth Floor         Schedule # 62862-89916-001  
Santa Ana, CA  92705
Tel: (714) 547-7166  (800) 876-7788  Fax:   (714) 547-3889

LESSEE:  MAXXIS GROUP, INC.    Supplier:  See Exhibit "A" Attached Hereto
         1901 Montreal Rd
         Tucker, GA 

EQUIPMENT LOCATION:    600 S Federal, Suite 301, Chicago, IL 60605
(if different from billing address)
--------------------------------------------------------------------------------

                          LEASED EQUIPMENT DESCRIPTION:
--------------------------------------------------------------------------------

TOGETHER WITH ALL ACCESSORIES, ADDITIONS AND ATTACHMENTS THERETO, REPLACEMENTS
AND SUBSTITUTIONS THEREFORE, NOW OWNED OR HEREAFTER ACQUIRED (COLLECTIVELY, THE
"EQUIPMENT").
--------------------------------------------------------------------------------
         See Exhibit A attached hereto and made a part hereof

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
INITIAL LEASE                     MONTHLY LEASE PAYMENT                                 ADVANCE RENTAL
-------------                     ---------------------                                 --------------
   TERM                                                                       (CHECK MUST ACCOMPANY SCHEDULE)
   ----                  
<S>             <C>                                                     <C>                  
#1              @   $400,000.00 (PLUS APPLICABLE TAXES)
#2              @   $0.00       (PLUS APPLICABLE TAXES)                 $400,000.00(PLUS APPLICABLE TAXES)
#60             @   $107,586.06 (PLUS APPLICABLE TAXES)                 Representing the first and last 0 month's rent.

------------------------------------------------------------------------------------------------------------------------
</TABLE>

                TERMS AND CONDITIONS - PLEASE READ BEFORE SIGNING

A.       Lessor agrees to lease to Lessee, and Lessee agrees to lease from
Lessor, the Equipment described above on the terms specified in this equipment
schedule (this "Schedule") and the Master Lease Agreement. BY SIGNING BELOW,
LESSEE HEREBY REPRESENTS AND WARRANTS THAT IT HAS READ AND UNDERSTOOD ALL OF THE
TERMS AND CONDITIONS CONTAINED IN THIS SCHEDULE AND IN THE MASTER LEASE
AGREEMENT. THE TERMS OF THE MASTER LEASE AGREEMENT ARE HEREBY RATIFIED AND
INCORPORATED IN THIS SCHEDULE AS IF SET FORTH HEREIN IN FULL AND SHALL REMAIN IN
FULL FORCE AND EFFECT AND BE FULLY ENFORCEABLE THROUGHOUT THE TERM OF THIS
SCHEDULE. Capitalized terms used and not otherwise defined in this Schedule have
the respective meanings set forth in the Master Lease. 
B.       All Rentals shall be payable in advance and shall be due monthly (or
such other period as specified above) beginning on the Commencement Date and
continuing on the same day of each subsequent calendar month (or other specified
period) during the term hereof. 
C.       Lessee agrees to lease the Equipment on an AS-IS, WHERE-IS BASIS, 
WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING (WITHOUT
LIMITATION) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 
D.       Lessee hereby irrevocably appoints Lessor (and any of Lessor's
officers, employees or agents designated by Lessor) as Lessee's agent and
attorney-in-fact, coupled with an interest, to do all things necessary to carry
out the intent of this Schedule and/or the Master Lease Agreement, 

<PAGE>   12

including (without limitation) the execution and filing of all Uniform
Commercial Code financing statements as Lessor may deem necessary to perfect
such interest. 
E. FOR PURPOSES OF PERFECTION OF A SECURITY INTEREST IN CHATTEL PAPER BY 
POSSESSION UNDER THE UNIFORM COMMERCIAL CODE, IT IS UNDERSTOOD AND AGREED THAT:
(A) COUNTERPART NO. 1 OF THIS SCHEDULE SHALL BE DEEMED THE ONLY ORIGINAL 
COUNTERPART OF THIS SCHEDULE, AND TRANSFER AND POSSESSION THEREOF SHALL EFFECT 
SUCH PERFECTION; (B) TRANSFER OR POSSESSION OF NO OTHER PURPORTED COUNTERPART 
OF THE SCHEDULE SHALL EFFECT SUCH PERFECTION; AND (C) TRANSFER OR POSSESSION 
OF AN ORIGINAL COUNTERPART OF THE MASTER LEASE AGREEMENT SHALL NOT BE 
NECESSARY TO EFFECT SUCH PERFECTION.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                  CERTIFICATE OF
                          LESSEE                                          ACCEPTANCE OF LEASED EQUIPMENT
                          ------                                          ------------------------------
<S>                                                          <C>   
           BY SIGNING BELOW, LESSEE ACKNOWLEDGES             The above named and undersigned Lessee hereby
           READING AND AGREEING TO ALL THE TERMS             acknowledges complete and satisfactory delivery,
             AND CONDITIONS SET FORTH ON THIS                receipt and installation of the Equipment description
               SCHEDULE AND THE MASTER LEASE                 in this Schedule. Lessee understands and agrees that
                         AGREEMENT                           the lack or failure of the Equipment or any misoperation 
                                                             thereof of any kind shall not be a basis for non-fulfillment
                                                             of any of Lessee's obligations under this Schedule or the
                                                             Master Lease Agreement and that Lessee's obligations to Lessor
          THE EQUIPMENT IS FOR BUSINESS USE ONLY             and Lessor's assigns as set forth in the Master Lease Agreement 
          --------------------------------------             are not subject to any claims, counterclaims, defenses or
                                                             setoffs.

              THIS SCHEDULE AND MASTER LEASE
               AGREEMENT ARE NON-CANCELLABLE 


X/s/ Thomas O. Cordy DATE: 9/29/98                                       WE HEREBY AUTHORIZE YOU TO 
 -------------------      --------                                   PAY FOR AND PURCHASE THE EQUIPMENT
(Authorized Signature) Thomas O. Cordy                        

X___________________ DATE:  ______                            X/s/ Thomas O. Cordy, President/CEO 
 (Authorized Signature)                                         -------------------------------------- 
                                                                (Authorized Signature) Thomas O. Cordy 
</TABLE>

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

PERSONAL GUARANTY:

In order to induce Lessor to enter into this Schedule with Lessee, the
undersigned, jointly and severally, hereby irrevocably and unconditionally,
guaranty, without deduction or diminution by reason of counterclaim, offset, or
defense, the prompt and complete payment under, whenever due, and performance of
this Schedule to Lessor or its assigns, including any and all modifications,
additions, supplements and amendments thereof, as well as all of Lessee's other
Schedules with Lessor that have commencement dates not later than ten (10) days
after Lessor receives written notice from the undersigned of their desire not to
guaranty any additional Schedules. The undersigned warrant and guaranty that
this Schedule has been properly executed by Lessee, and agree that this guaranty
shall be of full force and effect irrespective of any invalidity or
unenforceability of the Schedule or any provisions thereof, or the existence,
validity or value of any security. The undersigned hereby waive presentment
notice of acceptance hereof, all notices of any kind to which we may be
entitled, and all defenses of a

<PAGE>   13
guarantor or surety. The undersigned consent that from time to time, without
notice to or further consent from the undersigned and without releasing or
affecting the undersigned's liability hereunder, the time for payment or
performance under this Schedule may be extended or accelerated in whole or part,
any security therefore may be exchanged, rescheduled, enforced, sold, scheduled
or otherwise dealt with, the provision of any documents may be canceled,
modified or waived, any other guarantors may be rescheduled, and any indulgence
may be granted to Lessee, as Lessor may in its sole discretion determine. The
obligation and liability of each undersigned is direct, continuing and
unconditional, shall not be diminished or affected whether or not the Equipment
is repossessed, and Lessor may in its sole discretion determine. The obligation
and liability of each undersigned is direct, continuing and unconditional, shall
not be diminished or affected whether or not the Equipment is repossessed, and
Lessor shall not be required to proceed against Lessee or resort to any other
right or remedy before proceeding against the undersigned under this guaranty.
No payment by the undersigned, except payment in full of all liabilities
hereunder, shall entitle the undersigned to be subrogated to any of the rights
or remedies of Lessor under this Schedule. The undersigned warrant they have
read this Schedule and hereby waive any and all rights to a trial by jury, and
agree to the venue and jurisdiction contained therein, and agree that only full
payment and performance of the Schedule can discharge the undersigned's
liability. (Guarantor hereby grants to lessor a security interest in all goods
as set forth in the Master Lease Agreement. This guaranty shall be binding upon
the undersigned and the heirs, representatives, successors and assigns of he
undersigned, in favor of Lessor and Lessor's successors and assigns. This
guaranty cannot be terminated or changed orally and no provision hereof may be
modified or waived except in writing.)

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


X______________________ DATE: ______       X______________________ DATE: ______
 (   ) An Individual                         (   ) An Individual

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

Accepted By:
ROCKFORD INDUSTRIES, INC., ("LESSOR")      X______________________ DATE: ______
(Not valid until accepted by Lessor)

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



<PAGE>   14





                                   EXHIBIT "A"

LOCATION:         600 S. FEDERAL, SUITE 301
                  CHICAGO, IL 60605

VENDOR:           WORLD ACCESS, INC.
                  945 E. PACES FERRY ROAD SUITE 2240
                  ATLANTA, GA  30326

<TABLE>
<CAPTION>
                  QTY               EQUIPMENT
                  ---------------------------
                  <S>               <C>
                  15                FIFTEEN (15) M-13 MUZ'S
                  14                FOURTEEN (14) ECHO CANCELLAR CARDS
                  153               ECHO CANCELLER CARDS
                  1                 CP2000 75% FULL
                  33                64 POS DSX
                  1                 DEX 600 SC
                  1                 12,288 PORTS
                                    SP AND SS7 EQUIPMENT
                  1                 FULL BATTERY BACKUP (2-4 HOURS)
</TABLE>





















This Exhibit A is attached to and a part of Rockford Industries, Inc. Lease No.
64553-89916-001 and constitutes a true and accurate description of the
equipment.

LESSEE:  MAXXIS GROUP, INC.


BY:/s/ Thomas O Cordy, President/CEO                 DATE:    9/29/98   
   ---------------------------------                      ---------------------
         THOMAS O. CORDY   (Title)



<PAGE>   15



                         END OF LEASE PURCHASE PRIVILEGE


LEASE NUMBER:              64553-89916-001

LESSEE:                    MAXXIS GROUP, INC.

ESTIMATED VALUE:           NOT TO EXCEED 10% OF ORIGINAL EQUIPMENT COST
                           (PLUS ALL APPLICABLE TAXES)

EQUIPMENT:                 TELEPHONE SWITCHING EQUIPMENT


Provided that the Lessee named above ("Lessee") is not then nor has ever been in
default under that certain lease agreement dated 9/29/98, between the
undersigned and Lessee ("Lease"), and has paid all rentals and other obligations
due to the undersigned Lessor or its assigns ("Lessor"), then at Lessors option,

Lessee shall have the right, exercisable at the end of the lease term, to
purchase the equipment described above or attached on any schedule hereto (the
"Equipment"), as-is and where-is, for the additional consideration of a FAIR
MARKET VALUE not to EXCEED 10% OF THE ORIGINAL COST OF THE EQUIPMENT.

The Lessee shall give to the Lessor written notice at least 60 days, and not
more than 180 days, prior to the end of original lease term, of its election to
exercise an option provided for herein. Payment or notice of the option shall be
made to the Lessor or its assigns at its address or at such other place as
Lessor or its assigns may designate in writing.

This "OPTION LETTER" shall not amend or alter any of the terms or conditions
contained in the Lease agreement and may be exercised only after all of the
terms and conditions of the original Lease agreement have been fulfilled. This
document must be accepted by an authorized signatory of Lessor in order to be
valid and binding.

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

LESSEE:  MAXXIS GROUP, INC.


By:    /s/ Thomas O. Cordy, President/CEO                Date:    9/29/98
       -----------------------------------                     ---------------


LESSOR:  ROCKFORD INDUSTRIES, INC.


By:                                                      Date:
   ----------------------------------------------------       -----------------
   (AGREED AND ACCEPTED BY ROCKFORD INDUSTRIES, INC.)



<PAGE>   16


                             EARLY LEASE TERMINATION


LESSEE:         Maxxis Group, Inc.

LEASE NO:       89916

Schedule #:     64553-89916-001



It is Rockford's general policy to allow a lessee to prepay the lease rental
payments before the expiration assuming the lessee is and has been faithfully
and promptly fulfilling his monthly payment obligation to Rockford Industries,
Inc. and its assigns.

The payoff is calculated by determining the total equipment cost, service fees
and end of lease residual to be paid on the lease. After calculating this
amount, a refund of unearned service fees is deducted from the aggregate payment
schedule to determine the current payoff figure.

There is no additional prepayment penalty added to the payoff calculations,
however, it is recommended that you check with your accountant before
considering an early payoff as it can effect the tax treatment of a lease.

By way of example, below is an overview of the estimated buyouts during the
lease terms, assuming completely prompt payment throughout the term:

              *After 15 Monthly Payments = $ 4,891,848 
              *After 27 Monthly Payments = $ 3,971,471 
              *After 39 Monthly Payments = $ 2,987,454
              *After 51 Monthly Payments = $ 1,860,934
              *After 63 Monthly Payments = See Purchase Option Letter

These balance amounts do not include any unpaid obligations on the lease,
including any sales and use taxes, property taxes or other fees.



LESSEE:  /s/ Thomas O. Cordy, President/CEO              DATE:    9/29/98
        -----------------------------------                     ---------------


LESSOR:                                                  DATE:
       ------------------------------------                    ----------------