Exhibit 10.2


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   RICHLUND & Associates, Inc.   2050 Bluestone Drive          Lease Number
                                 ST CHARLES MISSOURI 63303     10974983
                                 TELEPHONE (314) 947-4800
                                 FAX (314) 949-5086
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 FULL LEGAL NAME AND ADDRESS OF LESSEE

      Winterstone Management, Inc. and
      I-Con Industries, Inc. as Co-Lessees
      1101 Pamela Drive
      Euless, TX 76040

 JOINTLY AND SEVERALLY RESPONSIBLE

 SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS)

      Excellon Automation Co.
      2121 West University Ste 116
      Tempe, AZ 85281

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 EQUIPMENT LEASED

      1 Upgrade Mark V Bearing Spindle Drill S/N 128

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TERMS


 AMOUNT OF EACH PAYMENT
   (PLUS SALES TAX, IF APPLICABLE)            $  727.32

 MONTHLY                               [ X ]

 TERM OF LEASE  (# OF MTHS)                          60

 # OF PAYMENTS                                       60

 SECURITY DEPOSIT                      [   ]  $________

 ADVANCE PAYMENT                       [ X ]  $1,454.64

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<PAGE>

                        TERMS AND CONDITIONS OF LEASE

   1. LEASE, Lessee hereby leases  from Lessor, and Lessor leases to  Lessee,
      the personal  property described above,  together with any  replacement
      parts, additions, repairs or accessories now or hereafter  incorporated
      in or affixed to it (hereinafter referred to as the "Equipment")
   2. ACCEPTANCE OF EQUIPMENT, Lessee agrees to inspect the Equipment and  to
      execute  an  Acknowledgment  and  Acceptance  of  Equipment  by  Lessee
      notice,  as provided  by Lessor.   Such  notice should  be executed  by
      Lessee after the Equipment  has been delivered and Lessee is  satisfied
      with the  Equipment.  Such  acceptance will authorize  Lessor to  start
      the lease  and pay  Supplier(s).   Lessee hereby  authorizes Lessor  to
      insert  in the  Lease serial numbers  or  other identifying  data  with
      respect to the Equipment.
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   3. DISCLAIMER OF  WARRANTIES AND CLAIMS:   LIMITATION OF REMEDIES,  THERE
      ARE NO  WARRANTIES BY OR ON BEHALF OF LESSOR.  Lessee acknowledges  and
      agrees  by  his signature  below  as  follows.   (a)  LESSOR  MAKES  NO
      WARRANTIES  EITHER EXPRESS  OR  IMPLIED AS  TO  THE CONDITIONS  OF  THE
      EQUIPMENT,  ITS MERCHANTABILITY,  ITS FITNESS  OR SUITABILITY  FOR  ANY
      PARTICULAR PURPOSE.   ITS  DESIGN ITS  CAPACITY, ITS  QUALITY, OR  WITH
      RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT:  (b) Lessee has  fully
      inspected the  Equipment which it has  requested Lessor to acquire  and
      lease  to  Lessee, and  the  Equipment  is in  good  condition  and  to
      Lessee's complete  satisfaction:  (c) Lessee  leases the Equipment  "as
      is" and  with all faults:   (d) Lessee  specifically acknowledges  that
      the Equipment  is leased to  Lessee solely for  commercial or  business
      purpose  and  not for  personal,  family,  household,  or  agricultural
      purposes:   (e) If the  Equipment is not  properly installed, does  not
      operate as  represented or warranted by  the supplier or  manufacturer,
      or  is   unsatisfactory  for  any  reason,   regardless  of  cause   or
      consequences.   Lessee's  only remedy,  if any,  shall be  against  the
      supplier or manufacturer  of the Equipment:   (g) LESSEE SHALL HAVE  NO
      REMEDY  FOR CONSEQUENTAIL  OR INCIDENTAL  DAMAGES AGAINST  LESSOR,  and
      (h) NO DEFECT,  DAMAGE, OR UNFITNESS OF  THE EQUIPMENT FOR ANY  PURPOSE
      SHALL RELIEVE LESSEE OF THE OBLIGATION  TO PAY RENT OR RELIVE LESSEE OF
      ANY OBLIGATION UNDER THIS LEASE.

      The parties  have specifically negotiated and  agreed to the  foregoing
      paragraph.      Initials    /s/

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<PAGE>
   4. STATUTORY FINANCE  LEASE.  Lessee aggress  and acknowledges that it  is
      the  intent of  both  parties to  this  Lessee  that it  qualify  as  a
      statutory  finance lease  under Article  2A of  the Uniform  Commercial
      code.   Lessee acknowledges and agrees  that Lessee had selected  both:
      (1)  the  Equipment; and  (2)  the  supplier from  whom  Lessor  is  to
      purchase  the Equipment.    Lessee  acknowledges that  Lessor  has  not
      participated in any  way in Lessee's selection  of the Equipment or  of
      the supplier,  and Lessor has not  selected, manufactured, or  supplied
      the Equipment.

           LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT
           EVIDENCING THE LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE
           SUPPLIER CHOSEN BY LESSEE AND THAT LESSEE SHOULD CONTACT THE
           SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF ANY SUCH RIGHTS.

   5. ASSIGNMENT  BY  LESSEE  PROHIBITED,  WITHOUT  LESSOR'S  PRIOR   WRITTEN
      CONSENT.  LESSEE SHALL NOT  ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT
      OR  ANY  INTEREST  THEREIN,  OR  PLEDGE  OR  TRANSFER  THIS  LEASE,  OR
      OTHERWISE DISPOSE OF THE EQUIPMENT COVERED HEREBY.
   6. RENTAL PAYMENTS.   Lessee agrees  to pay the  total rent  equal to  the
      "Amount  of  Each  Payment"  multiplied  by  the  number  of   payments
      specified in "No. of Payments."   Payments will be made in advance  and
      periodically as specified in "Terms" above.  Payments shall be made  by
      Lessee to Lessor  as set forth above via ACH  from  Lessees bank or  as
      otherwise  allowed  by  Lessor.    This   document  shall  act  as  ACH
      authorization to Lessees bank.  In the event Lessor allows a  different
      method of payment by Lessee, Lessee shall incur a billing charge  equal
      to $5 per  month which shall be added to  the monthly invoice.   Lessee
      shall not abate, set off, deduct any amount, or reduce any payment  for
      any reason.  In the event this lease does not commence for any  reason,
      Lessee agrees that Lessor is  entitled to keep all Advance Payments  as
      liquidated  damages.   The first payment  shall be due  on the date  of
      acceptance of  the Equipment by Lessee,  and subsequent payments  shall
      be due  on the due  date selected by  Lessor of  each succeeding  month
      throughout the term of the Lease.

   THIS  LEASE   IS  NOT  CANCELABLE  OR   TERMINABLE  BY  LESSEE.     LESSEE
   UNDERSTANDS AND  ACKNOWLEDGES THAT NO  BROKER  OR SUPPLIER, IS  AUTHORIZED
   TO  WAIVE  OR  ALTER  ANY  TERM  OR  CONDITION  OF  THIS  LEASE,  AND   NO
   REPRESENTATION AS TO  THE EQUIPMENT OR ANY OTHER  MATTER BY THE BROKER  OR
   SUPPLIER, NOR ANY  SALESMAN, BROKER, OR AGENT  OF ANY BROKER OR  SUPPLIER,
   SHALL IN ANY WAY AFFECT LESSEE.

   7. CHOICE OF  LAW/PROPER AUTHORITY.   This  lease shall  not be  effective
      until signed  by Lessor  at its principal  office listed  above.   This
      Lease shall be  considered to have been made  in the state of  Missouri
      and shall  be interpreted in accordance  with the laws and  regulations
      of the state of Missouri.   Lessee agrees to jurisdiction in the  state
      of Missouri  in any action,  suit or proceeding  regarding this  Lease,
      and  concedes  that it  and each  of them, transacted  business in  the
      state of Missouri by entering  into this  Lease.   In the  event of any
      legal  action  with  regard to this lease  or equipment covered hereby,
      Lessee agrees that venue  may be  laid  in  the  County of St. Charles,
      Missouri.
<PAGE>
   LESSEE ACKNOWLEDGES  UNDER PENALTY OF LAW  THAT THE INDIVIDUAL SIGNING  ON
   BEHALF OF LESSEE HAS THE AUTHORITY  TO BIND LESSEE TO THIS OBLIGATION  AND
   THAT, IN  THE  EVENT,  LESSEE'S  CHARTER  REQUIRES  BOARD  OR  PARTNERSHIP
   APPROVAL OR  RESOLUTION TO  ENTER INTO  THIS LEASE  AGREEMENT, LESSEE  HAS
   RECEIVED SUCH APPROVAL.

   LESSEE:  Winterstone Management, Inc. and
            I Con Industries, Inc as Co-Lessees

   /s/
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 David R. Allen, President of Winterstone Management, Inc.      DATE 11/12/97

   /s/
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 Brooks L. Harman, Jr. Vice President of I-Con Industries, Inc. DATE 11/12/97

 LESSOR:  RICHLUND & Associates, Inc.

  The reverse side of this AGREEMENT contains more terms and conditions which
  are part of this Lease.
  ============================================================================
<PAGE>
   This Guaranty is  executed for the benefit  of Lessor, and successors  and
   assigns the  Lessor to induce Lessor  to enter into  the above Lease  with
   the above named Lessee.
   WHEREAS, Guarantor  has an interest,  financial or  otherwise, in  Lessee,
   and it  is to the benefit  of Guarantor that Lessor  enter into the  Lease
   with Lessee, and Guarantor has read  the proposed Lease in full and  finds
   the terms of said LEASE  acceptable, and in recognition that Lessor  would
   be unwilling to enter into the Lease without the Guaranty hereinafter  set
   forth,  and in  recognition  of Lessor's  reliance  upon the  Guaranty  in
   entering into the Lease;
   NOW,  THEREFORE, In  order  to induce  Lessor  to enter  into  the  Lease,
   Guarantor, jointly and severally, unconditionally guaranties the  faithful
   and full performance by Lessee of  all terms and conditions of the  Lease.
   In the event  of default by Lessee, or  failure to faithfully perform  any
   of the terms or conditions required  of Lessee under the Lease, or in  the
   event of failure of Lessee to make any and all payments of money  required
   of  it under  the Lease.   Guarantor  unconditionally promises  to pay  to
   Lessor, in  lawful money of the  United States, all sums  at any time  due
   and  unpaid  under   the  Lease,  plus  costs  of  collection,   including
   reasonable  attorney fees  with  or without  trial,  and upon  appeal  and
   review.
   The  obligations of  Guarantor hereunder  are joint  and several  and  are
   independent of the obligations of  Lessee under the Lease, and a  separate
   action or  actions may be  brought against Guarantor,  whether  action  is
   brought  against Lessee  or whether  Lessee  be joined  in any  action  or
   actions, the  Liability of Guarantor hereunder  being primary.   Guarantor
   hereby  waives  the  benefit of  any  surelyship  defenses  affecting  its
   liability hereunder or the enforcement hereof.
   Guarantor  authorizes  Lessor,  without  notice  or  demand,  and  without
   affecting Guarantor's  liability hereunder, from  time to  time to  renew,
   extend, accelerate, or otherwise  change the payment terms or other  terms
   of the Lease or any part thereof, Lessor may, without notice, assign  this
   Guaranty in whole or part.
   Guarantor  hereby waives  any right  to require  Lessor to:   (a)  proceed
   against Lessee;  (b) proceed  against or  exhausted any  security held  by
   Lessor;  or (c)  pursue any  other remedy  in Lessor's  power.   Guarantor
   waives any  defense arising  by reason  of any  defense of  Lessee, or  by
   reason  of the cessation, from any cause  whatsoever, of the liability  of
   Lessee  under  the Lease.    Guarantor  waives any  and  all  demands  for
   performance,  notices  of  nonperformance  or  default,  and  notices   of
   cancellation or forfeiture.   Lessor may apply all proceeds received  from
   Lessee or  others to  such part of  Lessee's indebtedness,  as Lessor  may
   deem appropriate without consulting Guarantor and without prejudice to  or
   in any  way limiting or  lessening the liability  of Guarantor under  this
   Guaranty.
   If Lessee  is a corporation,  the undersigned warrant  and represent  that
   they  are stockholders,  directors or  officers and/or are financially  or
   otherwise  interested   in  Lessee,   and,  if   married,  their   marital
   communities are so interested.
   This Guaranty  shall not be  affected or discharged  by the  death of  the
   undersigned,   but   shall    bind   Guarantor's   heirs   and    personal
   representatives, and shall inure  to benefit of any successors or  assigns
   of Lessor.
   This  instrument  constitutes the  entire  agreement  between  Lessor  and
   Guarantor.  No oral  or written representation not contained herein  shall
   in any  way affect this Guaranty,  which shall not  be modified except  by
   the parties  writing.  Waiver by  Lessor of any  provisions hereof in  one
   instance shall not constitute a waiver as to any other instance.
<PAGE>
   IMPORTANT:   THIS AGREEMENT CREATES  SPECIFIC LEGAL OBLIGATIONS.   DO  NOT
   SIGN UNTIL  YOU HAVE  READ IT.   BY SIGNING  YOU COMPLETELY  AGREE TO  ITS
   TERMS.


   IN WITNESS WHEREOF,  the undersigned Guarantor(s) has/ have executed  this
   Guaranty this 12th day of November, 1997.

   /s/
   -------------------------------------------
   David R. Allen, Individual        GUARANTOR


   /s/
   -------------------------------------------
              WITNESS


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<PAGE>
   8. COMMENCEMENT AND EXPIRATION.   This Lease shall commence upon  Lessor's
      acceptance  of it.   Lessor  shall have  not obligation  to the  Lessee
      under  this Lease  if  the Equipment,  for  whatsoever reason,  is  not
      delivered  to Lessee  within 90  days after  Lessee signs  this  Lease.
      Lessor  shall have no obligation  to Lessee under this Lease if  Lessee
      fails  to  execute   and  deliver  to  Lessor  an  Acknowledgment   and
      Acceptance of  Equipment by Lessee notice  for the equipment within  30
      days after the  Equipment is delivered to  the Lessee.  Unless  earlier
      terminated or  canceled by  Lessor, this  Lease shall  expire upon  the
      expiration of  the number of months  (following Lessee's acceptance  of
      the Equipment) set forth in "Term of Lease" above.
   9. SECURITY DEPOSIT.  As security for  the prompt and full payment of  the
      amounts due under this Lease, and Lessee's complete performance of  all
      of  its obligations  under this  Lease, and  any extension  or  removal
      hereof, Lessee has deposited with Lessor the security amount set  forth
      in the section shown as "Security  Deposit."  In the event any  default
      shall be  made in  the performance  of any  Lessee's obligations  under
      this Lease, Lessor  shall have the right,  but shall not be  obligated,
      to apply the  security deposit to the curing  of such default.   Within
      15 days  after Lessor mails  notice to Lessee  that Lessor has  applied
      any  portion of  the security  deposit to  the curing  of any  default,
      Lessee  shall restore  said security  deposit to  the full  amount  set
      forth above.  On the expiration or earlier termination or  cancellation
      of this Lease, or any extension or renewal hereof, provided Lessee  has
      paid  all of  the  rent called  for  and  fully  performed   all  other
      provisions of  this Lease, Lessor will return to the  Lessee  any  then
      remaining  balance  of said security  deposit, without  interest.  Said
      security may be commingled with Lessor's other funds.
   10. LIMITED PREARRANGED AMENDMENTS;  SPECIFIC POWER OF  ATTORNEY.  In  the
      event it  is necessary to  amend the terms  of this Lease  to relect  a
      change in one or more of the following conditions.
        (a)   Lessor's actual cost of procuring the Equipment, or
        (b)   Lessor's actual cost of providing the Equipment to Lessee, or
        (c)   A change in rental payments as a result of (1) or (2) above, or
        (d)   Description of the Equipment
<PAGE>
   Lessee agrees that any such amendments shall be described in a letter from
  Lessor to Less, and unless within  15 days after  the date  of such  letter
  Lessee objects in writing to Lessor, this Lease shall be determined amended
  and amendments shall be incorporated in  this Lease herein as if originally
  set forth.

   Lessee grants to Lessor a specific power of attorney  for Lessor to use as
  follows, (1)Lessor may sign and file on Lessee's behalf any document Lessor
  deems necessary to perfect or protect Lessor's interest in the Equipment or
  pursuant to the Uniform Commercial Code. And (2)Lessor may sign, endorse or
  negotiate for Lessor's benefit  any instrument  representing  proceeds from
  any policy of insurance covering the Equipment.

   11. LOCATION.   The Equipment  shall  be kept  at the  location  specified
      above or, if none is specified, at Lessee's address as set forth  above
      and shall not be removed without Lessor's prior written consent.
   12. USE.  Lessee  shall use the  Equipment in a  careful manner, make  all
      necessary  repairs at  Lessee's expense,  shall  comply with  all  laws
      relating to  its possession, use,  or maintenance, and  shall not  make
      any  alterations, additions,  or  improvements made  to  the  Equipment
      without  Lessor's prior  written consent.   All  additions, repairs  or
      improvements made to the Equipment shall belong to Lessor.
   13. OWNERSHIP;  PERONALITY.   The  Equipment  is, and  shall  remain,  the
      property of Lessor, and Lessee shall have no right, title, or  interest
      in the  Equipment except as  expressly set forth  in this  Lease.   The
      Equipment shall remain, the  property of Lessor, and Lessee shall  have
      no right, title, or interest  in the Equipment except as expressly  set
      forth in  this Lease.   The  Equipment shall  remain personal  property
      even though installed in or attached to real property.
   14. SURRENDER.  By this Lease, Lessee acquires no ownership rights in  the
      Equipment, and  has ho option  to purchase same  unless specified by  a
      Purchase Option  Addendum signed  by both Lessor  and Lessee.   In  the
      event  Lessee  opts  to  purchase  equipment  in  accordance  with  the
      Purchase  Option Addendum,  Lessee  must  give  written  notice  of its
      intention to do so sixty (60)  days prior to Lease maturity.  Upon  the
      expiration, or  earlier termination or cancellation  of  this Lease, or
      in the event  of a default under Paragraph  22, hereof, Lessee, at  its
      expense shall  return the Equipment in  good repair, ordinary wear  and
      tear resulting  from proper use thereof  alone expected, by  delivering
      it, packed  and read for shipment  to such place  or carrier as  Lessor
      may specify.
   15. LEASE MATURITY.   At  the  expiration or  earlier termination  of  the
      Lease, Lessee shall return or purchase the Equipment in accordance with
      Paragraph 14, hereof.   If upon such expiration or termination,  Lessee
      does not exercise  either option or give  notice of Lessee's intent  to
      purchase Equipment,  the term of  this Agreement shall  continue to  be
      extended from  month to  month at the  same monthly  rent as  scheduled
      during  the original  term subject  to the  right of  either Lessor  or
      Lessee  to terminate  the Lease  upon sixty  (60) days  written  notice
      whereupon  Lessee shall  either  exercise  its Option  to  Purchase  or
      return the Equipment as provided for in Paragraph 14.  Monthly  rentals
      are not  pro-rated.  At the  time of final  termination by purchase  or
      return, Lessee shall pay a termination  fee equal to the greater of  1%
      of the original equipment cost or $75.
<PAGE>
   16. LOSS AND DAMAGE.   Lessee shall at all  times after signing the  Lease
      bear  the entire  risk of  loss, theft,  damage or  destruction of  the
      Equipment from  any cause  whatsoever, and  no loss,  theft, damage  or
      destruction of the Equipment shall relieve Lessee of the obligation  to
      pay rent or to comply with any other obligation  under this Lease.   In
      the  event of  damage to  any  part  of  the  Equipment,  Lessee  shall
      immediately place  the same  in good repair  at Lessee's  expense.   If
      Lessor  determines that  any part  of the  Equipment is  lost,  stolen,
      destroyed, or damaged beyond repair, Lessee shall, at Lessee's  option,
      do one of the following:
        (a) Replace the same with  like equipment in good repair,  acceptable
           to Lessor; or
        (b) Pay Lessor in cash the following:  (i) all amounts due by  Lessee
           to Lessor under this Lease up  to the date  of the loss;  (ii) the
           accelerated balance  of the total  amounts due  for the  remaining
           term  of this  Lease  attributable  to said  item,  discounted  to
           present value at a  discount rate of 6%, as  of the date of  loss.
           Upon Lessor's receipt of payment as set forth above, Lessee  shall
           be entitled  to title  to the  Equipment without  warranties.   If
           insurance  proceeds   are   used  to   fully  comply   with   this
           subparagraph, the balance of any such proceeds shall go to  Lessee
           to compensate for loss of  use of the Equipment for the  Equipment
           for the remaining term of the Lease.
   17. INSURANCE; LIENS; TAXES.  Lessee shall provide and maintain  insurance
      against  loss, theft,  damage or  destruction of  the Equipment  in  an
      amount not less than the full replacement value of the Equipment,  with
      loss  payable  to  Lessor,  Lessee  also  shall  provide  and  maintain
      comprehensive general  all risk liability  insurance including but  not
      limited  to protect  liability coverage,  insuring Lessor  and  Lessee,
      with  a  severability  of  interest  endorsement,  or  its  equivalent,
      against  any and  all loss  or  liability for  all damages,  either  to
      persons or property or otherwise, which might result from or happen  in
      connection  with the  condition, use,  or operation  of the  Equipment,
      with such  limits and  with an insurer  satisfactory to  Lessor.   Each
      policy shall  expressly provide that  said insurance as  to Lessor  and
      its assigns shall  not be invalidated by any act, omission, or  neglect
      of Lessee and cannot be  canceled without 30 day' prior written  notice
      to  Lessor.   As  to each  policy  Lessee  shall furnish  to  Lessor  a
      certificate  of insurance   from  the insurer, which  certificate shall
      evidence the  insurance coverage required  by this  paragraph.   Lessor
      shall have no obligation to  ascertain the existence of or provide  any
      insurance coverage  required by this paragraph.   Lessor shall have  no
      obligation  to asertain  the  existence  of or  provide  any  insurance
      coverage for the  Equipment or for Lessee's  benefit.  If Lessee  fails
      to  provide  such  insurance,  Lessor  will  have  the  right,  but  no
      obligation,  to  have  such  insurance  protecting  Lessor  placed   at
      Lessee's expense.  Such placement will  result in on the right, but  no
      obligation,  to  have  such  insurance  protecting  Lessor  placed   at
      Lessee's  expense.   Such  placement  will  result in  an  increase  in
      Lessee's periodic payments,  such increase attributed to Lesso's  costs
      of  obtaining such  insurance  and any  customary  changes or  fees  of
      Lessor's or its designee associated with such insurance.  Lessee  shall
      keep  the  Equipment  free   and  clear  of  all  levies,  liens,   and
      encumbrances.   Lessee shall pay all  charges and taxes (local,  state,
      and federal) which may now or hereafter be imposed upon the  ownership,
      leasing, or  rental, sale, purchase, possession,  or use of  Equipment,
      excluding, however,  all taxes on or  measured by Lessor's net  income.
<PAGE>
      If Lessee  fails to pay said  charges or taxes,  Lessor shall have  the
      right,  but not be obligated, to  pay such  charges or taxes.   In that
      event, Lessor shall have the right,  but not be obligated, to pay  such
      charges or taxes.   In that event, Lessor  shall notify Lessee of  such
      payment and  Lessee shall repay  to Lessor the  cost thereof within  15
      days after such notice is mailed to Lessee.
   18. INDEMNITIY.    Lessee  shall  indemnify  Lessor  against  any  claims,
      actions, damages, or liabilities, including all attorney fees,  arising
      out  of  or  connected  with  Equipment,  without  limitation.     Such
      indemnification  shall   survive  the   expiration,  cancellation,   or
      termination of this Lease.  Lessee waives any immunity Lessee may  have
      under  industrial insurance  act,  with regard  to  indemnification  of
      Lessor.
   19. ASSIGNMENT BY LESSOR.   Any assignee of Lessor  shall have all of  the
      rights but none of the obligations of Lessor under this Lease.   Lessee
      shall recognize and hereby consent  to any assignment of this Lease  by
      Lessor,  and  shall  not  assert  against  the  assignee  any  defense,
      counterclaim, or setoff that  Lessee may have against Lessor.   Subject
      to the foregoing,  this Lease inures to the  benefit of and is  binding
      upon   the  heirs,  devisees,  personal   representatives,   survivors,
      successors in interest, and assigns of the parties hereto.
   20. SERVICE CHARGES; INTEREST.  If  Lessee shall fail to make any  payment
      required by this Lease within 10  days of the due date thereof,  Lessee
      shall  pay  to Lessor  a  service  charge of  5%  of  the  amount  due;
      provided, however, that not more than one such service charge shall  be
      made  on  any   actual  additional  expenses  incurred  by  Lessor   in
      collection  efforts,  including  but  not  limited  to  long   distance
      telephone charges  and travel  expenses.   Lessee shall  pay to  Lessor
      interest on any delinquent payment or amount due under this Lease  from
      the due date thereof until paid,  at the lesser of the maximum rate  of
      interest allowed by law or 18% per annum.
   21. TIME OF  ESSENCE.   Time is of  the essence  of this  Lease, and  this
      provision shall not  be implied to have  been waived by the  acceptance
      on occasion of late or defective performance.
   22. DEFAULT.  Lessee shall be in default if:
        (a) Lessee shall  fail to  make any payment  due under  the terms  of
           this Lease for a period of 10 days from the due date thereof; or
        (b) Lessee shall fail to  observe, keep, or perform any provision  of
           this Lease,  and such failure  shall continue for  a period of  10
           days; or
        (c) Lessee has made any  misleading or false statement in  connection
           with application for or performance of this Lease; or
        (d) The Equipment or  any part hereof shall  be subject to any  lien,
           levy, seizure, assignment,  transfer, bulk transfer,  encumbrance,
           attachment, execution,  sublease, or  sale without  prior  written
           consent  of Lessor, or if Lessee shall abandon Equipment or permit
           any other  entity or person to use the Equipment without the prior
           written consent of Lessor; or
        (e) Lessee dies or ceases to exist; or
        (f) Lessee defaults on any other agreement it has with Lessor or
        (g) Any guarantor of  this agreement defaults  on any obligations  to
           Lessor or  any of the  above listed events  of default occur  with
           respect to  any such  guarantor files or  has filed  against it  a
           petition under the bankruptcy laws.
<PAGE>
   23. REMEDIES.   If  Lessee is  in default,  Lessor,  with or  without  any
      notice to Lessee, shall have the  right to exercise any one or more  of
      the following  remedies, concurrently  or separately,  and without  any
      election of remedies being deemed to have been made:
        (a) Lessor may  enter upon Lessee's  premises and  without any  court
           order  or  any  process  of  law  may  repossess  and  remove  the
           Equipment,  or render  the  Equipment  unusable  without  removal,
           either with  or without notice  to Lessee.   Lessee hereby  waives
           any trespass  or right  of action for  damages by  reason of  such
           entry, removal,  or disabling.   Any such  repossession shall  not
           constitute a termination of  this Lease unless Lessor so  notifies
           Lessee in writing;
        (b) Lessor  may  require  Lessee,  at  its  expense,  to  return  the
           Equipment in good  repair, ordinary wear  and tear resulting  from
           proper use thereof  alone expected, by  delivering it, packed  and
           ready  for shipment,  to  such  place or  carrier  as  Lessor  may
           specify;
        (c) Lessor may cancel or terminate this Lease and may retain any  and
           all prior payments paid by Lessee;
        (d) Lessor may  declare all  sums due and  to become  due under  this
           Lease immediately  due and  payable, including  as to  any or  all
           items of Equipment, without notice or demand to Lessee;
        (e) Lessor may re-lease the  Equipment, without notice to Lessee,  to
           any third party,  upon such terms and  conditions as Lessor  alone
           shall determine,  or may  sell the  Equipment, without  notice  to
           Lessee, at  private or public  sale, at which  sale Lessor may  be
           the purchaser;
        (f) Lessor may sue for and recover from Lessee the sum of all  unpaid
           rents and  other  payments due  under  this Lease,  discounted  to
           their present value  at a discount rate  of 6% as  of the date  of
           default,  plus  Lessor's estimate  at  the  time  this  Lease  was
           entered into of Lessor's residual interest in the Equipment as  of
           the date  of default,  less the  net proceeds  of disposition,  if
           any, of the Equipment;
        (g) To pursue  any other  remedy available at  law, by  statue or  in
           equity.  No right or  remedy herein conferred upon or reserved  to
           Lessor is  exclusive of any  other right or  remedy herein, or  by
           law  or  by equity  provided  or  permitted,  but  each  shall  be
           cumulative of  every other  right or remedy given herein or now or
           hereafter existing  by law or  equity or by  statue or  otherwise,
           and may be enforced  concurrently therewith or from time to  time.
           No single  or partial exercise  by Lessor of  any right or  remedy
           hereunder shall preclude any  other further exercise of any  other
           right or remedy.
<PAGE>
   24  MULTIPLE LESSEES.   Lessor may,  with the consent  of any  one of  the
      Lessees hereunder,  modify extend, or  change any of  the terms  hereof
      without consent  or knowledge  of the other  Lessees.   Each Lessee  is
      jointly  and severally  responsible and  liable  to Lessor  under  this
      Lease.
   25. EXPENSE  OF ENFORCEMENT.    In the  event  of any  legal  action  with
      respect to this  Lease, the prevailing party  in any such action  shall
      be  entitled  to reasonable  attorney  fees,  including  attorney  fees
      incurred at the trial  level, including action in bankruptcy court,  on
      appeal or  review, or incurred without  action, suits, or  proceedings,
      together with all costs and expenses incurred in pursuit thereof.
   26. SEVERABILITY.   This  Lease  is intended  to  constitute a  valid  and
      enforceable legal instrument, and no provisions of this Lease that  may
      be  deemed  unenforceable  shall  in  any  way  invalidate  any   other
      provision  or provisions  hereof, all  of which  shall remain  in  full
      force and effect.
   27. FINANCIAL  STATEMENTS.   Lessee  shall supply  Lessor  with  financial
      statements upon Lessor's request during the term of the lease.
   28. ENTIRE AGREEMENT; NO ORAL  MODIFICATIONS; NO WAIVER.  This  instrument
      constitutes  the  entire  agreement between  Lessor  and  Lessee.    No
      provision  of this  Lease  shall be  modified  or rescinded  unless  in
      writing  signed  by  Lessee and  Lessor.    Waiver  by  Lessor  of  any
      provision  hereof in  one instance  shall not  waiver as  to any  other
      instance.



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