<TABLE>
<CAPTION>
                                                                                                                        Exhibit 10.2


CNC Associations, Inc.                                                                                   LEASE NUMBER
2800 Sturgis Road, Oxnard, California 93030
                                                                                                           99870002

Tel:  888-350-4262    o   Fax:  805-278-8501
------------------------------------------------------------------------------------------------------------------------------------
                      FULL LEGAL NAME AND ADDRESS OF LESSEE                                 SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS)

Quintessence Oil Company, Inc., dba                                                Arthur Machinery, Inc.
Torque Engineering                                                                 2501 Landmeier Road
2932 Thorne Drive                                                                  Elk Grove Village, IL   60007
Elkhart, IN   46514
------------------------------------------------------------------------------------------------------------------------------------
QUANTITY                            DESCRIPTION, MODEL #, CATALOG #, SERIAL #, OR OTHER IDENTIFICATION
------------------------------------------------------------------------------------------------------------------------------------
E
Q      L
U      E
I      G             See Schedule "A," attached hereto and made part hereof
P      E
M      N
E      D
N
T
------------------------------------------------------------------------------------------------------------------------------------
EQUIPMENT     |        STREET ADDRESS
LOCATION      |
IF            |        CITY                                          COUNTY                          STATE      ZIP
DIFFERENT     |            ---------------------------------------         -----------------------        -----    -----------------
              |
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                      <C>                <C>               <C>              <C>                         <C>
       | AMOUNT OF EACH PAYMENT |       MONTHLY |_| |  TERM OF LEASE | NO. OF PAYMENTS | ADVANCE RENTALS APPLY TO | SECURITY DEPOSIT
TERMS  |                        | OTHER/SPECIFY |_| |(NO. OF MONTHS) |                 |FIRST AND LAST __ MONTHS  |
       | SEE SCHEDULE "B,"      |                   |                |                 |                          |
       | ATTACHED HERETO AND    |                   |                |                 |                          |
       | MADE PART HEREOF       |                   |                |                 |                          |
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                             LEASE RENTAL AGREEMENT
                          TERMS AND CONDITION OF LEASE

1.  AGREEMENT TO LEASE.  Lessee hereby  agrees to lease from Lessor,  and Lessor
hereby agrees to lease to Lessee for Lessee's business use, subject to the terms
and  conditions  on the fact and  reverse  side of this Lease  Rental  Agreement
("Lease"),  the personal property  described above (which,  with all replacement
parts,  repairs,  additions  and  accessories  thereto,  is  hereinafter  called
("Equipment"),  or, if  separately  scheduled,  on the schedule  annexed  hereto
(marked Schedule "A") and made part hereof. The parties agree that this Lease is
a "Finance Lease" as defined by Section 2A-104(g) of the Uniform Commercial Code
("UCC").  Lessee  acknowledges  either (a) that Lessee has reviewed and approved
any written Supply Contract  covering the Equipment  purchased from the Supplier
thereof  for lease,  or (b) that  Lessor has  informed  or  advised  Lessee,  in
writing, either previously or by this Lease, of the following:  (i) the identity
of the Supplier, (ii) that Lessee may have rights under the Supply Contract; and
(iii) that Lessee may contact the Supplier for a description  of any such rights
Lessee may have under the Supply Contract.

2.  SELECTION  AND  ORDERING  OF  EQUIPMENT.  Lessee,  at its  sole  option  and
discretion,  has selected the Equipment and the  Supplier(s)  thereof and hereby
requests  Lessor to order the Equipment from the  Supplier(s)  named herein,  to
arrange for delivery to Lessee at Lessee's  expense and to pay for the Equipment
after its delivery to and acceptance by Lessee.

--------------------------------------------------------------------------------
3.  DISCLAIMER OF WARRANTIES  AND  CLAIMS/LIMITATION  OF REMEDIES.  There are no
warranties  by or on behalf of  Lessor,  and Lessee  acknowledges  and agrees by
Lessee's initials below that:

  (a) Lessor, being neither the manufacturer,  nor the Supplier, nor a dealer in
the Equipment,  makes NO WARRANTY,  express or implied,  to anyone as to design,
condition,  capacity,  performance or any other aspect of the Equipment,  or its
material or workmanship.  Lessor also disclaims any warranty of  merchantability
or fitness for use or purpose, whether arising by operation of law or otherwise.
Lessor further disclaims any liability for loss,  damage, or injury to Lessee or
to any  third  parties  as a result  of any  latent  or  patent  defects  in the
Equipment, whether arising from the laws of strict liability or otherwise. As to
the Lessor,  the Lessee leases the Equipment  "as-is." Lessee  acknowledges that
Lessor has not recommended  the Supplier(s) of the Equipment.  Lessor shall have
no obligation to install,  maintain, or service the Equipment, or cause the same
to be performed by any third parties. If the Equipment is unsatisfactory for any
reason,  Lessee shall make claim on account  thereof solely against the Supplier
and/or the manufacturer of the Equipment, and shall nevertheless pay or continue
to pay all rent due under the Lease;

  (b) As long as Lessee is not deemed to be in default hereunder, Lessor assigns
to Lessee, solely for the purpose of prosecuting such a claim, all of the rights
which  Lessor may have  against  the  Supplier  and/or the  manufacturer  of the
Equipment  for  breach  of  warranty  or other  representations  concerning  the
Equipment;

  (c)  Regardless  of any  cause,  Lessee  agrees  not to  assert  any  claim or
counterclaim  whatsoever against Lessor for loss of anticipatory profits, or any
other  indirect,   special  or  consequential   damages,  nor  shall  Lessor  be
responsible for any damages or costs which may be assessed against Lessee in any
action for  infringement  of any United States Letters  Patent.  Lessor makes no
warranty as to the treatment of this Lease for tax or accounting purposes;

  (d) Neither the Supplier, nor any of its representatives,  agents,  employees,
or  sales  personnel  are in any  way  to be  construed  as  agents  of  Lessor;
consequently,  neither the  Supplier,  nor any of its  representatives,  agents,
employees, or sales personnel are authorized to waive or alter any of the terms,
conditions,  or  provisions  of  this  Lease,  or  to  make  any  representation
whatsoever for or on behalf of Lessor;

  (e) Lessee, by affixing Lessee's initials hereto, agrees and acknowledges that
Lessor  and  Lessee  have  specifically  negotiated  and agreed to the terms and
conditions of this Paragraph 3.

                                        Lessee's initials:  ____________________
--------------------------------------------------------------------------------


4. TERM AND RENT.  THIS LEASE IS  NON-CANCELLABLE  FOR THE ORIGINAL TERM HEREOF,
EXCEPT AS HEREIN PROVIDED.  The Lease shall commence when accepted by the Lessor
at its  principal  office in the  County of  Ventura,  State of  California  and
continue until all of Lessee's  obligations  under the Lease have been performed
to the satisfaction of Lessor.  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"  and will be  considered  to be made  when  received  by  Lessor  at its
principal office in Ventura County,  California.  Lessee's obligation to pay the
rentals due hereunder is unconditional.  Lessee shall not set-off, abate, deduct
any amount, or reduce any payment for any reason. The first payment shall be due
on the date Lessee accepts  delivery of the Equipment,  and subsequent  payments
shall be due on the same day of each  succeeding  payment period  throughout the
remaining term of the Lease. If, for any reason  whatsoever,  the Lease does not
commence, or the Lessor duly terminates the Lease, Lessor may retain the advance
rental(s) as liquidated damages.

<PAGE>

5. SECURITY  DEPOSIT.  As security for the prompt,  faithful 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 renewal hereof,  Lessee,
if so noted above,  has deposited  with Lessor the security  amount set forth in
the section shown as "Security  Deposit." In the event that any default shall be
made in the  performance of any of the Lessee's  obligations to Lessor,  whether
under this Lease or  otherwise,  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 hereinabove.  On the expiration or
earlier  termination or  cancellation of this Lease, or any extension or renewal
hereof, Lessor will return to Lessee any then remaining balance of said Security
Deposit,  without interest. The Security Deposit may be commingled with Lessor's
other funds.

6. EXPIRATION AND RENEWAL. Unless earlier terminated or cancelled by Lessor, and
provided that Lessee has  performed  all of its covenants  hereunder to Lessor's
satisfaction,  this Lease  shall  expire  upon the  expiration  of the number of
months  set forth in "Term of  Lease." At the  expiration  of the Lease,  Lessee
shall return the Equipment to Lessor in accordance  with paragraph 7 hereof.  At
Lessor's option, this Lease may be continued on a month-to-month  basis until 30
days after the Lessee returns the Equipment to Lessor. In the event the Lease is
so continued, Lessee shall pay to Lessor rentals in such periodic amounts as may
be agreed upon between Lessor and Lessee at that time.

7.  SURRENDER.  By this  Lease,  Lessee  acquires  no  ownership  rights  in the
Equipment  and has no option to purchase  same.  Upon the  expiration or earlier
termination  or  cancellation  of the Lease,  or in the event of a  default,  as
defined under  paragraph 18 hereinbelow,  Lessee,  at its sole cost and expense,
shall return the Equipment in good repair, condition and working order, ordinary
wear and tear  resulting from proper use thereof alone  excepted,  by delivering
it,  packed  and ready for  shipment,  to such  place or  carrier  as Lessor may
designate.

8.  OWNERSHIP/PERSONAL  PROPERTY.  The  Equipment,  is,  and shall  remain,  the
property of Lessor,  and,  notwithstanding  any trade-in or downpayment  made by
Lessee or on its behalf,  Lessee shall have no right,  title, or interest in and
to 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.

9.  LOCATION OF  EQUIPMENT.  Lessee  shall keep the  Equipment  at the  location
specified  hereinabove,  or, if none is specified,  at Lessee's address as shown
hereinabove, and it shall not be removed without Lessor's prior written consent.

10. CARE AND USE OF EQUIPMENT.  Lessee,  at its sole cost and expense,  shall at
all times maintain and keep the Equipment in good repair,  condition and working
order,  shall use the  Equipment  lawfully  and  shall  not alter the  Equipment
without Lessor's prior written consent. If the manufacturer of the Equipment has
provided  Lessee  with a  standard  maintenance  schedule,  such  schedule  will
constitute minimum maintenance compliance, and, at Lessor's request, Lessee will
furnish Lessor with evidence of such compliance.

<PAGE>

11. INSURANCE,  LIENS,  TAXES, FEES. 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 shall also provide and maintain  comprehensive  general all-risk
liability insurance including,  without limitation,  product 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 cancelled
without 30 days' 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 for the  Equipment or for  Lessee's  benefit.  In the event that Lessor
shall take real property as additional  security to the Lease,  Lessee agrees to
maintain such fire and other hazard insurance upon said premises as Lessor shall
direct, showing Lessor and/or its assigns as Loss Payee thereunder. Lessee shall
keep the Equipment free and clear of any and 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,  rental,  sale,  purchase,
possession,  or  use of the  Equipment,  excluding,  however,  all  taxes  on or
measured by Lessor's net income. Lessee shall pay all fees, other than those for
credit investigation,  incurred by Lessor on Lessee's behalf. If Lessee fails to
procure or maintain said insurance,  or to pay any of the said fees, charges, or
taxes,  Lessor shall have the right, but shall not be obligated,  to effect such
insurance,  or to pay such fees,  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.

12. LOSS AND DAMAGE. Lessee shall at all times after signing this 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  the Lessee of the  obligation  to pay rent or to comply with any
other  obligation or provision  under this Lease.  In the event of loss,  Lessee
shall give immediate written notice of such to Lessor or Lessor's  assignee,  if
any, but Lessor shall not by such notice become  obligated to make proof of loss
to the insurance  company(ies).  Each insurance carrier is hereby authorized and
directed to make payment for such loss directly to Lessor or Lessor's  assignee.
In case of any loss, the amount  collected  under any policy of insurance on the
Equipment  may, at Lessor's  sole  option and  discretion,  be used by Lessor to
repair or replace  the  Equipment,  or held by Lessor to  compensate  Lessor for
diminution  in the value of such  Equipment as a result of said loss, or applied
by Lessor to Lessee's obligations under this Lease.

In  furtherance  of the  assignment of rights  contained  herein,  Lessee hereby
appoints Lessor as Lessee's  attorney-in-fact (hereby granting Lessor a power of
attorney  coupled with an interest)  to make claim for,  receive  payment of and
execute and endorse any and all documents,  checks, or drafts for loss, damages,
or returned premium under any insurance  policy(ies) in favor of Lessee insuring
the  Equipment,  and with the power also to enter into any agreement on Lessee's
behalf and binding Lessee for settlement of any claim or claims  relating to the
Equipment which is the subject of this Lease.

13. FURTHER ASSURANCES AND SPECIAL POWER OF ATTORNEY.  Lessee shall execute,  or
obtain from third parties,  and deliver to Lessor,  upon Lessor's request,  such
instruments  and  assurances  as Lessor deems  necessary  or  advisable  for the
confirmation or perfection of this Lease and Lessor's rights  hereunder.  Lessee
further  agrees  and does  hereby  appoint  Lessor as  Lessee's  true and lawful
attorney-in-fact to prepare, execute and file any and all documents,  including,
without  limitation,  security  agreements and financing  statements,  including
UCC-1's, in order to give notice of Lessor's ownership interest in the Equipment
and to sign the name of Lessee  with the same  force and  effect as if, in fact,
signed by Lessee. The filing of the financing  statement is made for the express
purpose of protecting the interests of the parties  hereto from any  unwarranted
claims made by any third party.  This Paragraph  shall survive the  termination,
cancellation, or expiration of this Lease.

<PAGE>

14.  INDEMNITY.  Lessee shall hold Lessor  harmless  from,  indemnify and defend
Lessor against any and all claims, actions, suits, proceedings, costs, expenses,
including  attorney's  fees,  damages and liability,  arising out of,  connected
with,  or  resulting  from  the  Equipment  or this  Lease,  including,  without
limitation, the manufacture, selection, delivery, possession, use, operation, or
return of the Equipment.  This  indemnification  shall survive the  termination,
cancellation, or expiration of this Lease. Lessee waives any immunity Lessee may
have under any industrial  insurance act, with regard to the  indemnification of
Lessor.

15.  ASSIGNMENT.  ASSIGNMENT BY LESSEE IS  PROHIBITED.  WITHOUT  LESSOR'S  PRIOR
WRITTEN CONSENT, LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT OR
ANY  INTEREST  THEREIN,  OR  PLEDGE,  HYPOTHECATE,  TRANSFER,  OR DISPOSE OF THE
EQUIPMENT IN ANY MANNER, OR PERMIT THE EQUIPMENT TO BE USED BY ANYONE OTHER THAN
LESSEE OR  LESSEE'S  EMPLOYEES.  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  consents 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.

16. 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 7% of the amount due; provided,  however, that not more than
one such service charge shall be made on any delinquent  payment,  regardless of
the  length of the  delinquency.  In  addition,  Lessee  shall pay to Lessor any
actual additional expenses incurred by Lessor in collection efforts,  including,
without limitation,  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.

17. TIME OF ESSENCE.  Time is of the  essence of this Lease,  and this  position
shall not be impliedly waived by the acceptance on occasion of late or defective
performance.

18.  DEFAULT.  An Event of Default shall occur hereunder if:
     (a) Lessee fails to pay any  installment of rent or other payment  required
     hereunder  when due and such failure  continues for a period of 10 days; or
     (b) Lessee fails 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 false or  misleading  statement in  connection with
     application for, or performance of, this Lease;  or
     (d) The Equipment, or any part thereof, shall be subject to any lien, levy,
     seizure,  assignment,  transfer,  bulk  transfer, encumbrance, application,
     attachment, execution, sublease or sale without  prior  written  consent of
     Lessor, or if Lessee shall abandon the  Equipment, or permit another entity
     or person to use the Equipment without the prior written consent of Lessor;
     or
     (e) Lessee dies, or ceases to exist as a going concern; or
     (f) Lessee defaults under the terms, provisions, or conditions of any other
     agreement Lessee has with Lessor; or
     (g) If a petition in bankruptcy, arrangement, insolvency, or reorganization
     is filed by or against Lessee, or if Lessee sells all or a substantial part
     of  Lessee's  assets,  or  if  a  majority  of  Lessee's  voting  stock  is
     transferred;  or if  Lessee shall  make an  assignment for the  benefit  of
     creditors; or
     (h) If  there  shall  be  a  material  adverse  change  in the financial or
     business condition of the Lessee; or
     (i) Any  guarantor  of this Lease  defaults  on any  obligation  to Lessor,
     whether  or not  under  this Lease,  or any of the  above-listed  events of
     default occur with respect to any such guarantor.

<PAGE>

19.  REMEDIES.  Upon the occurrence of any Event of Default  hereunder,  Lessor,
with or without  notice to Lessee,  shall have the right to exercise  any one or
more or 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
other  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 Lessee's sole cost and expense, to return
the  Equipment  in good repair,  ordinary  wear and tear from proper use thereof
alone excepted,  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 or for the account of Lessee;

     (d) Lessor may  declare all sums due and to become due under this Lease and
under any  other  agreement  Lessee  may have with  Lessor  immediately  due and
payable, without notice or demand to or upon 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 the Lessee, at private or public sale,
at which sale Lessor may be the purchaser;

<PAGE>

     (f) Lessor may sue for and recover  from Lessee the sum of all unpaid rents
and other  payments due under this Lease then accrued,  all  accelerated  future
payments due under this Lease,  discounted  to their present value at a discount
rate of 8% 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,  reduced
to present  value at a discount  rate of 8% as of the date of default,  less the
net proceeds of disposition, if any, of the Equipment.

     (g) Lessor may sue for and  recover  from Lessee the sum of all amounts due
and to become due under any other agreements between Lessee and Lessor under the
same formula as set forth in subsection (f) of this Paragraph;

     (h)  Lessor may pursue any other remedy available by law, by statute, 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 by statute or
otherwise,  and may be enforced concurrently  therewith or from time to time. No
single or partial  exercise by Lessor of any right  hereunder shall preclude any
other or further exercise of any other right or remedy.

20. LESSEE  REPRESENTATIONS AND COVENANTS.  Lessee represents and covenants with
Lessor  that  all  financial  and  other  information  furnished  to  Lessor  in
connection  with this Lease was,  at the time of  delivery  to Lessor,  true and
correct in all respects.  During the term of this Lease, Lessee shall furnish to
Lessor such interim or annual  financial  statements  as Lessor may request from
time to time.

21.  NOTICE.  Services of all notices  under this Lease shall be  sufficient  if
given  personally or mailed to the intended party at its  respective  address as
set forth herein,  or at such other address as said party may provide in writing
from time to time.  Any such notice  mailed to said address shall be effective 3
days following the date when deposited in the United States Mail, duly addressed
and with sufficient postage thereon prepaid.

22. ENTIRE AGREEMENT;  GOVERNING LAW; VENUE;  GENERAL. This Lease, together with
any and all addenda or supplements hereto, contains the entire agreement between
the parties and may not be altered, amended, modified,  terminated, or otherwise
changed  except by a writing  signed by the parties,  or as  otherwise  provided
hereinabove.  The parties  hereto  agree that this Lease is made and executed in
the County of Venture,  State of  California.  This Lease shall be binding  when
accepted by Lssor at its  principal  office in the County of  Venture,  State of
California  and shall be governed by and construed  according to the laws of the
State of California. Lessee agrees that all actions of proceedings instituted by
Lessee of Lessor hereunder shall be brought in a court of competent jurisdiction
in  Ventura  County,  California.  Lessee  shall  pay to  Lessor  all  costs and
expenses,  including  attorneys'  fees and  Court  costs  incurred  by Lessor of
awarded by the Court in exercising any of Lessor's rights or remedies  hereunder
or enforcing any of the terms or provisions herein. Furthermore,  should Lessor,
without fault on Lessor's part, be made a party to any litigation  instituted by
third  parties  against  Lessee or Lessor  as a result  of  Lessee's  use of the
Equipment,  Lessee  covenants  to pay Lessor all costs and  expenses,  including
reasonable   attorneys'  fees,  incurred  by  Lessor  in  connection  with  such
litigation.   Lessee  agrees  that  Paragraph   headings  will  not  affect  the
interpretation  of the  provisions  of the  Lease.  Lessee  waives,  insofar  as
permitted  by law,  right to trial by jury in any action  between  the  parties.
Lessor and Lessee intend this Lease to be a valid and subsisting  legal document
and agree that no provision of the Lease which may be deemed unenforceable shall
in any way  invalidate  any other  provision or provisions of the Lease,  all of
which shall  remain in full force and effect.  This Lease shall be binding  upon
the parties,  their heirs,  successors,  legal  representatives and assigns. The
liability  of  Co-Lessees  hereunder  shall be joint and  several.  Wherever the
context so requires  herein,  the  singular  number  includes the plural and the
plural number  includes the singular;  masculine  terms include the feminine and
neuter and vice-versa.

        THIS LEASE CANNOT BE CANCELLED BY LESSEE DURING THE INITIAL TERM
<PAGE>

<TABLE>
<CAPTION>
<S>                                                         <C>

                                                         |  Quintessence Oil Company, dba Torque Engineering
                                                         |
Accepted at Ventura County, California                   |
                                                         |
                                                         |                        LESSEE (FULL LEGAL NAME)
this ___ day of _____________________ 200_.              |
                                                         |  The Undersigned affirms he is a duly authorized corporate officer,
CNC ASSOCIATES, INC., Lessor                             |  partner, or proprietor of the above-named Lessee, or has the
                                                         |  authority to execute this Lease on Lessee's behalf.
                                                         |
                                                         |
                                                         |                                               Dated:       10/6/99
                                                         |                                                      -------------
                                                         |
By:                                                      |  By  /s/ Raymond Wedel                                       President
     --------------------------------------------------  |     ------------------------------------------------------------------
                                                         |                                                                  Title
                                                         |
Title:                                                   |
      -------------------------------------------------  |  By
                                                         |     ------------------------------------------------------------------
                                                                                                                            Title
</TABLE>
<PAGE>
                       AMENDMENT TO LEASE RENTAL AGREEMENT

Re:      Lease Rental  Agreement  number  99870002,  dated 10/6/99,  between CNC
         Associates,  Inc., as Lessor,  and Quintessence Oil Company,  Inc., dba
         Torque Engineering, as Lessee.

Notwithstanding  any language in the captioned Lease Rental Agreement  ("Lease")
to the contrary,  it is agreed between Lessor and Lessee that,  provided  Lessee
has performed all of its obligations under the Lease, as provided therein, then,
at the end of the initial  term of the Lease,  or, when such  obligations  shall
have been  completely  performed  prior to the end of the initial term  thereof,
Lessee may purchase the leased Equipment for the sum of One Dollar ($1.00).

Lessee is hereby put on notice that Lessor will make the Equipment  available to
sale to Lessee WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION,  WARRANTIES AS TO MERCHANTABILITY,  OR AS TO FITNESS FOR ANY
PARTICULAR PURPOSE.

READ AND AGREED TO:

Lessor: CNC Associates, Inc.         Lessee: Quintessence Oil Company, Inc.,
                                             dba Torque Engineering

By:                                           By: /s/ Raymond Wedel

Title:                                        Title: President
      -------------------------------               ---------------------------

Date:                                         Date:  10/6/99
     --------------------------------               ---------------------------



<PAGE>



                                  SCHEDULE 'A'
                               EQUIPMENT SCHEDULE

THIS SCHEDULE is attached to and made part of a certain Lease Rental  Agreement,
number 99870002,  between CNC Associates,  Inc., as Lessor, and Quintessence Oil
Company, Inc., dba Torque Engineering, as Lessee.


QUANTITY      EQUIPMENT DESCRIPTION                               SERIAL NUMBER
(1)           HAAS Horizontal Machining Center, Model VF-7/50
              including:
(1)           Through Spindle Coolant, 50 Taper
(1)           Auxiliary Coolant Filter System
(1)           Linear Scales
(1)           Remote Jog Handle
(1)           Probe-Ready Option w/ Macros
(1)           4th Axis Drive
(1)           Keyswitch Memory Lock
(1)           Anchor Kit
(1)           HRT450-CNC Servo Rotary Table
(1)           Chip Conveyor
(1)           QuickCode Programming System
(1)           Floppy Disk Drive, 3.5"
(1)           1 Megabyte Program Memory
(1)           SMTCD50-6 Side Mount Tool Changer

The Lessee hereby certifies that the description of personal  property set forth
above  constitutes an accurate  account of the Equipment,  as such is defined in
the Lease Rental Agreement of which this Schedule is a part.

LESSOR: CNC Associates, Inc.              LESSEE:  Quintessence Oil Company,
                                                   Inc., dba Torque Engineering

By: /s/ John Phillips                              By: Raymond Wedel
   ---------------------------------------            --------------------------

Title:   Treasurer                                 Title:  President
      ------------------------------------               -----------------------

Date:    10/15/99                                  Date:  10/6/99
     -------------------------------------               -----------------------




<PAGE>



                                  SCHEDULE "B"
                                PAYMENT SCHEDULE

THIS SCHEDULE is attached to and made part of a certain Lease Rental  Agreement,
number  99870002,  dated  10/6/99  ("Lease")  between CNC  Associates,  Inc., as
Lessor, and Quintessence Oil Company,  Inc., dba Torque Engineering,  as Lessee.
Lessor and Lessee  agree that Lessee is obligated  for the original  term of the
Lease to make periodic rental payments under the Lease as follows:

Upon  Signing of the  documentation,  Lessee  shall pay  Lessor Two (2)  advance
payments in the amount of $4,062.40 plus any applicable tax each.

One  Hundred  Twenty  (120) days after  Lessee  accepts the  equipment,  and for
Fifty-Seven  (57)  successive  months  thereafter  (for a total of 60 payments),
Lessee  shall pay Lessor  monthly  rentals in the amount of  $4,062.40  plus any
applicable tax each.

LESSOR: CNC Associates, Inc.               LESSEE:  Quintessence Oil Company,
                                                    Inc., dba Torque Engineering

By:                                                 By:  Raymond Wedel
   ----------------------------------------              -----------------------
Title:                                              Title:   President
      -------------------------------------               ----------------------

Date:                                               Date:  10/6/99
     --------------------------------------              -----------------------


<PAGE>



                         LESSEE ACKNOWLEDGMENT/ESTOPPEL

Re:      Lease Rental Agreement number  99870002,  dated 10/6/99,  ("Agreement")
         between CNC Associates,  Inc., as Lessor, and Quintessence Oil Company,
         Inc., dba Torque Engineering, as Lessee.

                        LESSEE HEREBY ACKNOWLEDGES THAT:

(a) Lessee,  alone and in its sole discretion,  has selected the equipment which
is the subject of the Agreement ("Equipment") and the Supplier thereof,  namely,
Arthur Machinery, Inc.; and

(b) Lessor ha made no representations, warranties, or promises, written or oral,
express or  implied,  as to the  fitness  of the  Equipment  for any  particular
purpose,  its  merchantability,   its  potential  profitability  or  cost-saving
potential, condition, quality, durability, or latent or patent defects; and

(c) Any agreement for the installation,  service,  maintenance, or repair of the
Equipment is a matter between the Supplier of the Equipment and the Lessee;  and
any  failure of said  Supplier  to perform or any  failure of the  equipment  to
perform  shall  not  be  grounds  for  Lessee  to  fail  to  perform  any of its
obligations under the Agreement; and

(d)  Lessee  may have  rights  as to  Equipment  warranties  from  the  Supplier
specified in Paragraph "a", above; and

(e) Neither the Supplier, nor any of its agents, representatives,  employees, or
sales  personnel  are in any way to be  construed  as being  agents  of  Lessor.
Consequently, none of them is in any way authorized to waive or alter any of the
terms,   provisions,   or   conditions  of  the   Agreement,   or  to  make  any
representatives whatever on behalf of Lessor with regard to the agreement; and

(f) The Equipment is and shall remain personal  property,  even though installed
in or attached to real property;

(g)  Lessee  warrants  and  represents  that  all of  the  financial  and  other
information  furnished to Lessor for purposes of Lessor's evaluation of Lessee's
creditworthiness  for this  Agreement  was true and correct  when  prepared  and
furnished  and that  there  has been no  material  adverse  change  in  Lessee's
business  or  financial   condition  since  such   preparation  and  furnishing.
Furthermore,  Lessee  warrants and represents that there has been no omission of
any information which might have affected Lessor's credit evaluation of Lessee's
creditworthiness  or Lessor's  evaluation of any Guarantor's  ability to perform
under any Guaranty to this Agreement; and

_____   (h) Lessee has thoroughly read and understood the entire Agreement, this
Initial Acknowledgment/Estoppel and any other documents which Lessee  has signed
        with  regard  to this  Agreement,  or has  retained  the  services of  a
        competent person, such


<PAGE>



         as an  attorney,  who  has  explained  to  Lessee  all  of  the  terms,
         conditions    and   provisions   of   the   Agreement   and   of   this
         Acknowledgment/Estoppel.

LESSEE AFFIRMS ITS  ACKNOWLEDGMENT  AND FULL UNDERSTANDING THAT THE AGREEMENT IS
NON-CANCELABLE FOR ITS TERM.

Lessee: Quintessence Oil Company, Inc., dba Torque Engineering

By:      Raymond Wedel
         --------------------
Title:   President
         --------------------
Date:    10/6/99
         --------------------




<PAGE>



                          CORPORATE RESOLUTION TO LEASE
                     RESOLUTION OF THE BOARD OF DIRECTORS OF

             Quintessence Oil Company, Inc., dba Torque Engineering

                                AUTHORIZING LEASE

                                    RECITALS

                           WHEREAS,  the  Corporation Code empowers corporations
                  to lease real and personal property; and

                           WHEREAS, the Corporation Code expressly provides that
                  the powers of the corporation are to be exercised by its Board
                  of Directors  subject to the limitations set forth within said
                  Code; and

                           WHEREAS,  the Board of Directors of this  corporation
                  deems it to be in the best  interests  of the  corporation  to
                  lease,  as lessee,  the personal  property  described in Lease
                  Rental Agreement number 99870002 and any Schedule or Schedules
                  attached thereto and made part thereof.

                                   RESOLUTION

NOW, THEREFORE, BE IT RESOLVED that this corporation lease the personal property
hereinabove described from CNC Associates,  Inc. on the terms and conditions set
forth in Lease Rental Agreement number 99870002.

BE IT FURTHER  RESOLVED that Raymond Wedel, who holds the office of President in
this  corporation,  be  authorized  and  directed  to execute and deliver to CNC
Associate, Inc. said Lease Rental Agreement and any other documents necessary to
be executed in connection therewith.

                                   CERTIFICATE

I, Raymond Wedel, hereby certify:

That I am the duly  elected and acting  Secretary of  Quintessence  Oil Company,
Inc., dba Torque Engineering;  and that the foregoing Resolution of the Board of
Directors  Authorizing  Lease was duly  adopted by the Board of  Directors  at a
meeting  duly  and  regularly  called  and  held  on 6th of  October  and was in
conformity  with  the  Articles  of  Incorporation  and/or  the  Bylaws  of  the
corporation and that said Resolution has been neither modified not rescinded and
is, as of the date of this certificate, in full force and effect.


<PAGE>



         IN  WITNESS  WHEREOF,  I have  set my hand  and  seal  this  6th day of
October, 1999.

         /s/ Raymond Wedel                                    SEAL
--------------------------------------------
             Secretary

         /s/ Donald Christensen
--------------------------------------------
             Director

         /s/ Raymond Wedel
--------------------------------------------
             Director


<PAGE>



                          CONSENT AND WAIVER BY OWNER,
                      LANDLORD OR MORTGAGEE OR REAL ESTATE

The undersigned,   Richard W. Strefling, Inc.
                 ----------------------------
                  (Name of Owner, Landlord or Mortgagee)

  P.O. Box 1647, Elkhart, IN 46515   is the owner, landlord or mortgagee
------------------------------------
(Street Address, City or Town, State)

of the premises located at  2932 Thorne Drive, Elkhart, IN 46514    ("Premises")
                           --------------------------------------

which are occupied by Quintessence Oil Company, Inc. dba Torque Engineering
                      -----------------------------------------------------
("Occupant").

The undersigned  acknowledges that CNC Associates,  Inc., ("CNCA"), is the owner
of, or now has, or will acquire,  a first security interest under a Master Lease
Agreement,  Master  Loan and  Security  Agreement  or  Security  Agreement  (the
"Contract") in, the machinery,  equipment,  or other personal property described
on Schedule A annexed hereto and made part hereof,  ("Equipment")  including any
accessories,  additions,  substitutions or replacements therefor, which may from
time to time be located at the Premises.

To induce  CNCA to enter  into the  Contract  with  Occupant,  the  undersigned:
irrevocably  waives any right, title or interest in or to the Equipment that the
undersigned  may now or hereafter  have;  will refrain from taking any action to
bar, restrain or otherwise prevent CNCA, its agents, successors or assigns, from
entering  the  Premises  for the  purpose  of  inspecting,  removing  or  taking
possession  of the  Equipment;  hereby  grants CNCA,  its agents,  successors or
assigns  the right of entry to the  Premises  to  remove  the  Equipment  at any
reasonable  time or times;  agrees  that the  Equipment  is,  and  shall  remain
personal property,  notwithstanding  the manner which it is installed or affixed
to the Premises.

This  Consent  and  Waiver  shall  inure to the  benefit of the  successors  and
assignees  of CNCA  and  shall  be  binding  upon  the  heirs,  representatives,
successors and assigns of the undersigned.

In Witness  Whereof,  the  undersigned has duly executed this Consent and Waiver
this 8th day of October, 1999.

                                  Richard W. Sterfling, Inc.

                                  Name of Owner, Landlord or Mortgagee

/s/ I. Paul Arcuri                By: Michael Givler
---------------------------          -------------------------------------
       (Witness)
                                  Title: Vice President
                                        ----------------------------------

                                  Date: October 8, 1999
                                        ----------------------------------

<PAGE>
           UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC-1

INSTRUCTIONS:

1.       PLEASE TYPE this form.  Fold only at perforation for mailing.,
2.       Remove Secured Party and Debtor copies and send other 3 copies with
         interleaved carton paper to the filing officer.  Enclosed filing fee.
3.       If the space  provided  for any item(s) on the form is  inadequate  the
         item(s) should be continued on additional sheets, preferably 5" x 8" or
         8" x 10". Only one copy of such additional  sheets need be presented to
         the  filing  officer  with  a set of  three  copies  of  the  financing
         statement.  Long schedules of collateral,  indentures,  etc., may be on
         any size paper that is convenient for the secured  party.  Indicate the
         number of additional sheets attached.
4.       If collateral is crops or goods which are or are to become fixtures,
         describe generally the real estate and give name of record owner.
5.       When a copy of the security agreement is used as a financing statement,
         it is requested  that it be accompanied by a completed but unsigned set
         of these forms, without extra fee.
6.       At the time of original filing, filing officer should return third copy
         as an acknowledgment.  At a later time, secured party may date and sign
         Termination Legend and use third copy as a Termination Statement.

<TABLE>
<CAPTION>
This FINANCING STATEMENT is presented to a filing officer for filing pursuant to
the Uniform Commercial Code                                                                           3. Maturity date (if any):
------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                        <C>
1.  Debtor(s) (Last Name First and address(es)    2.  Secured Party(ies) and address(es)  |  For Filing Officer (Date, Time, Number,
                                                                                          |  and Filing Office)
Quintessence Oil Company, Inc., dba               CHC Associates, Inc.                    |
Torque Engineering                                2800 Sturgis Road                       |
2932 Thorne Drive                                 Oxnard, CA   93030                      |
Elkhart, IN   46514                                                                       |
                                                                                          |
                                                                                          |
                                                  Tax ID/Social Security No.  95-4451098  |
------------------------------------------------------------------------------------------|
4.  This financing statement covers the following types (or items) of property            |
                                                                                          |   5.  Assignee(s) of Secured Party and
SEE ATTACHED EXTENSION SHEET FOR APPROPRIATE STATEMENT OF                                 |   Address(es)
COLLATERAL.                                                                               |-----------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
This statement is filed without the debtor's signature to perfect a security interest     |    Filed with:
in collateral (check |X| if so)                                                           |               Indiana
                                                                                          |
|_| already subject to a security interest in another jurisdiction when it was brought    |
    into this state:                                                                      |                  92555 CNC.AS
|_| which is proceeds of the original collateral described above in which a security      |
    interest was perfected:                                                               |
------------------------------------------------------------------------------------------------------------------------------------
Check |X| if covered:  |_| Proceeds of Collateral are also covered. |_| Products of Collateral are also covered.
No. of additional sheets presented:
------------------------------------------------------------------------------------------------------------------------------------
TERMINATION STATEMENT:  This Statement of Termination of Financing is presented to a Filing Officer for filing pursuant to the
Uniform Commercial Code.  The Secured Party certifies that the Secured Party no longer claims a security interest under the
financing statement bearing the filing number shown above.

                                                                       _____________________________________________________________

Date__________________ 20__                                         By:_____________________________________________________________
                                                                       (Signature of Secured Party or Assignee of record.  Not Valid
                                                                       Until Signed

(3)      Filing  Officer  Copy -  AcknowledgFiling  Officer is requested to note
         file  number,  date and hour of filing  on this copy and  return to the
         person filing, as an acknowledge.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

CERTIFICATE OF LIABILITY INSURANCE                                                          CSR NK                Date (MM/DD/YY)
                                                                                            QUINT-1               10/12/99
------------------------------------------------------------------------------------------------------------------------------------
PRODUCER                                                            |  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY
                                                                    |  AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.  THIS
Salem Insurance / Goshen                                            |  CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
609 W. Lincoln Avenue                                               |  AFFORDED BY THE POLICIES BELOW.
Goshen IN   46526                                                   |
Phone:  219-533-0573     Fax:  219-534-4904                         |
------------------------------------------------------------------------------------------------------------------------------------
                                                                    |             INSURERS AFFORDING COVERAGE
                                                                    |
                                                                    |
------------------------------------------------------------------------------------------------------------------------------------
INSURED                                                             |  INSURER A:  CINCINNATI INSURANCE
         Quintessence Oil Company, Inc., dba                        |  INSURER B:
         Torque Engineering                                         |  INSURER C:
         2932 Thorne Drive                                          |  INSURER D:
         Elkhart, IN   46514                                        |  INSURER E:
                                                                    |
------------------------------------------------------------------------------------------------------------------------------------
COVERAGES
------------------------------------------------------------------------------------------------------------------------------------
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.  NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
------------------------------------------------------------------------------------------------------------------------------------
       |                                         |              |  POLICY    |   POLICY   |
       |                                         |              | EFFECTIVE  | EXPIRATION |
 INSR  |                                         |              |    DATED   |    DATE    |
  LTR  |                   TYPE OF INSURANCE     |POLICY NUMBER | (MM/DD/YY) | (MM/DD/YY) |              LIMITS
-----------------------------------------------------------------------------------------------------------------------------------
       |  GENERAL LIABILITY                      |              |            |            |                             |
<S>                                                <C>             <C>         <C>          <C>                           <C>
A      |                                         | COP2314275   |  04/29/99  | 04/29/00   | EACH OCCURRENCE             | $1000000
       |  x  COMMERCIAL GENERAL LIABILITY        |              |            |            | FIRE DAMAGE (Any one fire)  | $500000
       |        CLAIMS MADE        x OCCUR       |              |            |            | MED EXP (Any one person)    | $1000
       |       __________________________________|              |            |            | PERSONAL & ADV INJURY       | $1000000
       |       __________________________________|              |            |            | GENERAL AGGREGATE           | $No. Aggr.
       |  GEN'L AGGREGATE LIMIT APPLIES PER:     |              |            |            | PRODUCTS-COMP/OP AGG        | $Excluded
       |        POLICY       PROJECT       LOC   |              |            |            |                             |
-----------------------------------------------------------------------------------------------------------------------------------
       |  AUTOMOBILE LIABILITY                   |              |            |            | COMBINED SINGLE LIMIT       | $
       |                                         |              |            |            | (Ea Accident)               |
       |       ANY AUTO                          |              |            |            |                             |
       |       ALL OWNED AUTOS                   |              |            |            |                             |
       |       SCHEDULED AUTOS                   |              |            |            | BODILY INJURY               | $
       |                                         |              |            |            | (Per accident)              |
       |       HIRED AUTOS                       |              |            |            |                             |
       |       NON-OWNED AUTO                    |              |            |            |                             |
       |       __________________________________|              |            |            | PROPERTY DAMAGE             | $
       |                                         |              |            |            | (Per accident)              |
       |                                         |              |            |            |                             |
-----------------------------------------------------------------------------------------------------------------------------------
       |  GARAGE LIABILITY                       |              |            |            | AUTO ONLY-EA ACCIDENT|      | $
       |       ANY AUTO                          |              |            |            | OTHER THAN           |EA ACC| $
       |                                         |              |            |            | AUTO ONLY:           |AGG   | $
       |                                         |              |            |            |                      |      |
-----------------------------------------------------------------------------------------------------------------------------------
       |  EXCESS LIABILITY                       |              |            |            | EACH OCCURRENCE             | $
       |       OCCUR                 CLAIMS MADE |              |            |            | AGGREGATE                   | $
       |                                         |              |            |            |                             | $
       |       DEDUCTIBLE                        |              |            |            |                             | $
       |       RETENTION                         |              |            |            |                             | $
-----------------------------------------------------------------------------------------------------------------------------------
       |  WORKERS COMPENSATION AND               |              |            |            |   |  WC STATU-        | OTH |
       |  EMPLOYERS' LIABILITY                   |              |            |            |   |  TORY LIMITS      | ER  |
       |                                         |              |            |            | E.L. EACH ACCIDENT          | $
       |                                         |              |            |            | E.L. DISEASE-EA EMPLOYEE    | $
       |                                         |              |            |            | E.L. DISEASE-POLICY LIMIT   | $
-----------------------------------------------------------------------------------------------------------------------------------
       |  OTHER                                  |              |            |            |                             |
A      |  Blkt Property Bldgs & Pers Prop        | COP2314275   |  04/29/99  |  04/29/99  | Lt eff.                     | 11/01/99
       |                                         |              |            |            | Incr'd to                   | 4,500,000
-----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS

CNC Associates Inc. is incl. as Loss Payee-Property as well as addtl. insured under general liability applicable to Lease Agreements
#99870001, -02, -03 and -04 for HAAS Mdls HS-2RP, VF-7/50, & VF-4APC Mach. Centrs & Sl-30 CNC Lathe

------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER                           |    | ADDITIONAL INSURED; INSURER LETTER:      CANCELLATION
------------------------------------------------------------------------------------------------------------------------------------
                                                          CNCASS0 |  SHOULD ANY OF THE DESCRIBED POLICIES BE CANCELLED BEFORE THE
         CNC Associates, Inc.                                     |  EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO
         Fax:  805-278-8501                                       |  MAIL  10  DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED
         Attn:  Blake Posner-Fin. Opr. Sup.                       |  TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR
         2800 Sturgis Rd                                          |  LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR
         Oxnard CA   93030                                        |  REPRESENTATIVES.
                                                                  |-----------------------------------------------------------------
                                                                  |
                                                                  |  JIM TALKINGTON
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             ACCORD CORPORATION 1988

</TABLE>

ATTORNEY-IN-FACT                         ATTORNEY-IN-FACT
--------------------------               --------------------------